Director Mitrany Rayten Michal Ety converted options into 27,500 units of Ordinary Shares and covered exercise/tax liability with 9,520 units of Ordinary Shares, increasing direct ownership by 144% to 30,480 units (SEC Form 4)
$BWAY
Medical/Dental Instruments
Health Care
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Brainsway Ltd. [ BWAY ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
[BWAY] | |||||||||||||||||||||||||||
| 3. Date of Earliest Transaction
(Month/Day/Year) 05/19/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares(1) | 05/19/2026 | M | 10,000 | A | (2) | 22,500(3) | D | |||
| Ordinary Shares(1) | 05/19/2026 | F | 3,440 | D | (4) | 19,060(3) | D | |||
| Ordinary Shares(1) | 05/20/2026 | M | 17,500 | A | (2) | 36,560(3) | D | |||
| Ordinary Shares(1) | 05/20/2026 | F | 6,080 | D | (5) | 30,480(3) | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options (right to buy) | (2) | 05/19/2026 | M | 10,000 | (6) | 01/13/2028 | Ordinary Shares(1) | 10,000 | $0 | 17,500 | D | ||||
| Stock Options (right to buy) | (2) | 05/20/2026 | M | 17,500 | (6) | 01/13/2028 | Ordinary Shares(1) | 17,500 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share. |
| 2. The exercise price is NIS 15.26 per share. |
| 3. This figure includes ordinary shares and unvested restricted stock units ("RSUs") to receive 6,250 ordinary shares that vest quarterly until March 5, 2028, with each RSU representing a contingent right to receive one ordinary share. |
| 4. These shares were retained by the Company at a price of NIS 44.36 per share in payment of the exercise price of the employee stock options exercised by the Reporting Person. |
| 5. These shares were retained by the Company at a price of NIS 43.92 per share in payment of the exercise price of the employee stock options exercised by the Reporting Person. |
| 6. Stock options were granted on January 13, 2020, and were fully vested by November 28, 2023. |
| /s/ Ety Mitrany | 05/21/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||