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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001178913-25-001368 0001992355 XXXXXXXX LIVE 1 Ordinary shares, nominal value NIS 0.03 per share 06/26/2025 false 0001338940 M78673114 Perion Network Ltd. 2 Leonardo Da Vinci Street 24th Floor Tel Aviv L3 6473309 Value Base Ltd. c/o Tsahy Alon 972-3-622-3381 General Counsel 23 Yehuda Halevi St. Tel Aviv L3 6513601 Herzog Fox & Neeman Attn: 972-3-692-2020 Ron Ben-Menachem, Adv. 6 Yitzhak Sadeh St. Tel Aviv L3 6777506 0001992355 Value Base Ltd. b WC PF OO L3 0 2596831 0 2596831 2596831 N 5.77 CO Percentage reported in Item 13 above is based on 45,037,180 ordinary shares outstanding as of March 5, 2025 (as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission (the "SEC") on March 25, 2025). Y Value Base Fund Management Ltd. for Value Base Fund General Partner Ltd., acting as the general partner to Value Base Fund Limited Partnership b WC PF OO L3 0 2596831 0 2596831 2596831 N 5.77 CO Percentage reported in Item 13 above is based on 45,037,180 ordinary shares outstanding as of March 5, 2025 (as reported in the Issuer's Form 20-F filed with the SEC on March 25, 2025). Y Ido Nouberger b WC PF OO L3 0 2596831 0 2596831 2596831 N 5.77 IN Percentage reported in Item 13 above is based on 45,037,180 ordinary shares outstanding as of March 5, 2025 (as reported in the Issuer's Form 20-F filed with the SEC on March 25, 2025). Y Victor Shamrich b WC PF OO L3 0 2596831 0 2596831 2596831 N 5.77 IN Percentage reported in Item 13 above is based on 45,037,180 ordinary shares outstanding as of March 5, 2025 (as reported in the Issuer's Form 20-F filed with the SEC on March 25, 2025). Ordinary shares, nominal value NIS 0.03 per share Perion Network Ltd. 2 Leonardo Da Vinci Street 24th Floor Tel Aviv L3 6473309 This Amendment No. 1 (the "Amendment") amends the statement on Schedule 13D originally filed by the Reporting Persons on April 21, 2025 (the "Schedule 13D"). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of this Schedule 13D remains unchanged. This Schedule 13D relates to the ordinary shares, nominal value NIS 0.03 per share (the "Ordinary Shares"), of Perion Network Ltd., a company incorporated in Israel ("Perion", the "Company" or the "Issuer"). The address of the principal executive offices of Perion is 2 Leonardo Da Vinci Street, 24th Floor, Tel Aviv 6473309, Israel. Item 4 of the Schedule 13D is amended to add the following: On June 26, 2025, VBF LP and Phoenix Insurance Company Ltd., through their external legal counsel, sent a letter to the Board of Directors of the Company (the "Demand Letter") requesting that the Company convene an extraordinary meeting of the Company's shareholders (the "Shareholders Meeting") under relevant provisions of the Israeli Companies Law, 5759-1999, and the Company's Amended and Restated Articles of Association (the "Articles"). Pursuant to the Demand Letter, the agenda for the Shareholders Meeting shall be (i) to amend the Articles to permit a general meeting of shareholders, by a simple majority, to cancel a rights plan and require that any similar rights plan adopted in the future become effective subject to approval of the general meeting of shareholders by a simple majority and (ii) subject to approval of item (i), above, to cancel the rights plan adopted by the Board of Directors on April 3, 2025. A copy of the Demand Letter translated from the original Hebrew is filed herewith as Exhibit 4 and incorporated herein by reference. The description of the Demand Letter contained in this Amendment is qualified in its entirety by reference to Exhibit 4 hereto. VBF LP and Phoenix Insurance Company Ltd. have independently concluded that it is in each such shareholder's interest to request a Shareholders Meeting. VBF LP and Phoenix Insurance Company Ltd. issued the Demand Letter solely for the purposes of complying with certain minimum thresholds under the Israeli Companies Law, 5759-1999, and the Articles. Except for the Demand Letter, there is no other agreement between VBF LP and Phoenix Insurance Company Ltd. regarding any cooperation, joint ventures, commitment to vote together or any other agreement of any kind concerning the Company's Ordinary Shares. Item 5 of the Schedule 13D is amended and restated as follows: As of the date on the cover page of this Amendment, VBF GP may be deemed to be the beneficial owner of the 2,596,831 Ordinary Shares held directly by VBF LP, which represent approximately 5.77% of the number of Ordinary Shares outstanding. As of the date on the cover page of this Amendment, Value Base, as the controlling shareholder of VBF GP, may be deemed the indirect beneficial owner of 2,596,831 Ordinary Shares beneficially owned by VBF GP, which represents approximately 5.77% of the number of Ordinary Shares outstanding. As of the date on the cover page of this Amendment, Mr. Shamrich, who together with Mr. Nouberger controls Value Base, may be deemed the indirect beneficial owner of 2,596,831 Ordinary Shares beneficially owned by Value Base, representing approximately 5.77% of the number of Ordinary Shares outstanding. As of the date on the cover page of this Amendment, Mr. Nouberger, who together with Mr. Shamrich controls Value Base, may be deemed to be the beneficial owner of 2,596,831 Ordinary Shares beneficially owned by Value Base, representing approximately 5.77% of the number of Ordinary Shares outstanding. Because the Reporting Persons named in this Amendment may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), each of Value Base, VBF GP, Mr. Nouberger and Mr. Shamrich may share the power to vote, or direct the voting of, and share the power to dispose of, or direct the disposition of, the 2,596,831 Ordinary Shares held in the aggregate by the Reporting Persons, which represent approximately 5.77% of the number of Ordinary Shares outstanding. According to information provided by Phoenix Financial Ltd. (the parent company of Phoenix Insurance Company Ltd.), as of the date on the cover of this Amendment, Phoenix Financial Ltd. may be deemed the beneficial owner of 2,574,926.52 Ordinary Shares, representing approximately 5.72% of the number of Ordinary Shares outstanding. According to information provided by Phoenix Financial Ltd., these securities are beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of Phoenix Financial Ltd. If the Reporting Persons named in this Amendment and Phoenix Financial Ltd. were deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act, each of the Reporting Persons and Phoenix Financial Ltd. may be deemed to share the power to vote, or direct the voting of, and share the power to dispose of, or direct the disposition of, the 5,171,757.52 Ordinary Shares held in the aggregate by the Reporting Persons and Phoenix Financial Ltd., which would represent approximately 11.48% of the number of Ordinary Shares outstanding. However, each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Except for sending the Demand Letter, there is no other agreement between VBF LP and Phoenix Financial Ltd. regarding any cooperation, joint venture, commitment to vote together or any other agreement of any kind concerning the Company's Ordinary Shares. Neither the filing of this Amendment nor any of its contents shall be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own, or that a group exists for purposes of Schedule 13(d) of the Exchange Act or for any other purpose, and each Reporting Person and Phoenix Financial Ltd. disclaims the existence of any such group. Percentages set forth in this Amendment were calculated based on 45,037,180 Ordinary Shares outstanding as of March 5, 2025 (as reported in the Issuer's Form 20-F filed with the SEC on March 25, 2025). The information set forth in Item 5(a) is incorporated herein by reference. All transactions in Ordinary Shares effected by the Reporting Persons during the past 60 days or since the most recent filing of Schedule 13D, whichever is less, are listed in Exhibit 5 hereto and incorporated herein by reference. No person, other than the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Ordinary Shares referred to in this Item 5. Not applicable. Item 6 of the Schedule 13D is amended to add the following: The information set forth in Item 4 is incorporated herein by reference. Item 7 of the Schedule 13D is amended and restated as follows: The following Exhibits are filed herewith: Exhibit 1: Joint Filing Agreement by and among the Reporting Persons (incorporated herein by reference to Exhibit 1 to Schedule 13D filed by the Reporting Persons on April 21, 2025) Exhibit 2: Unanimous written resolutions of the directors of Value Base Fund Management Ltd., dated as of September 27, 2023 (incorporated herein by reference to Exhibit 2 to Schedule 13D filed by the Reporting Persons on April 21, 2025) Exhibit 3: Letter to the Board of Directors of Perion Networks Ltd., dated as of April 21, 2025 (unofficial English translation from Hebrew) (incorporated herein by reference to Exhibit 3 to Schedule 13D filed by the Reporting Persons on April 21, 2025) Exhibit 4: Letter to the Board of Directors of Perion Networks Ltd., dated as of June 26, 2025 (unofficial English translation from Hebrew) Exhibit 5: Certain transactions in Ordinary Shares effected by the Reporting Persons Value Base Ltd. /s/ Ido Nouberger Ido Nouberger/CEO 06/30/2025 /s/ Victor Shamrich Victor Shamrich/Chairman 06/30/2025 Value Base Fund Management Ltd. for Value Base Fund General Partner Ltd., acting as the general partner to Value Base Fund Limited Partnership /s/ Ido Nouberger* Ido Nouberger/Director 06/30/2025 /s/ Victor Shamrich* Victor Shamrich/Director 06/30/2025 Ido Nouberger /s/ Ido Nouberger Ido Nouberger 06/30/2025 Victor Shamrich /s/ Victor Shamrich Victor Shamrich 06/30/2025 * Evidence of signature authority on behalf of Value Base Fund Management Ltd. is attached as Exhibit 2 to the Schedule 13D.