BrainsWay Announces Change in ADS-to-Ordinary Share Ratio

Rhea-AI Summary

BrainsWay (NASDAQ: BWAY) will change its ADS-to-ordinary share ratio from 2-to-1 to 1-to-1, effective prior to trading on March 3, 2026. Each ADS holder will receive one additional ADS per ADS held, equivalent to a 2-for-1 forward split of ADSs.

The ADSs will continue trading under the symbol BWAY; ordinary shares on the Tel Aviv Stock Exchange are unaffected. Because each ADS will represent half the ordinary shares after the change, the ADS trading price is expected to be roughly divided in half.

Positive

• ADS ratio aligned to 1:1 with ordinary shares effective March 3, 2026
• 2-for-1 forward split of ADSs: each holder receives one additional ADS per ADS
• May improve liquidity and accessibility for U.S. investors, per company statement

Negative

• ADS trading price expected to halve after the ratio change
• Ordinary shares on TASE unchanged, so cross-exchange price comparisons may still require care

Market Reaction

+7.18% $24.64

15m delay 14 alerts

+7.18% Since News

$24.64 Last Price

$23.15 $24.65 Day Range

+$32M Valuation Impact

$483M Market Cap

0.8x Rel. Volume

Following this news, BWAY has gained 7.18%, reflecting a notable positive market reaction. Our momentum scanner has triggered 14 alerts so far, indicating notable trading interest and price volatility. The stock is currently trading at $24.64. This price movement has added approximately $32M to the company's valuation.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Silver for real-time data.

Key Figures

Current ADS ratio: 2-to-1 ordinary share-to-ADS New ADS ratio: 1-to-1 ADS to ordinary share ADS split effect: 2-for-1 forward split +1 more

4 metrics

Current ADS ratio 2-to-1 ordinary share-to-ADS Existing structure prior to announced change

New ADS ratio 1-to-1 ADS to ordinary share Effective March 3, 2026

ADS split effect 2-for-1 forward split Effect of ADS ratio change for ADS holders

Effective date March 3, 2026 New 1-to-1 ADS ratio effective before NASDAQ open

Market Reality Check

Price: $22.99 Vol: Volume 29,250 vs 20-day a...

low vol

$22.99 Last Close

Volume Volume 29,250 vs 20-day average 95,781 (relative volume 0.31x) indicates light trading ahead of the ADS ratio change. low

Technical Shares at $22.99, trading above the 200-day MA of $15.35, and about 10.37% below the $25.65 52-week high.

Historical Context

5 past events · Latest: Jan 21 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 21	Coverage policy draft	Positive	+4.7%	Highmark draft policy to expand coverage for accelerated Deep TMS protocol.
Jan 12	FDA approval	Positive	+4.7%	FDA PMA approval for Neurolief’s Proliv™Rx for treatment‑refractory MDD.
Jan 07	Coverage expansion	Positive	+3.6%	Premera policy expanding coverage for accelerated SWIFT Deep TMS protocol.
Dec 22	Adolescent coverage	Positive	+10.1%	Optum expands Deep TMS coverage to adolescents with major depressive disorder.
Nov 25	Investor day	Positive	+2.5%	Announcement of virtual Analyst & Investor Day on growth strategy and Deep TMS.

Pattern Detected

Across the last 5 news events, all clearly positive, BWAY’s shares showed consistently positive next-day moves, indicating a pattern of constructive reactions to coverage expansion, FDA milestones, and investor communications.

Recent Company History

Over recent months, BrainsWay reported multiple coverage expansions for Deep TMS, including Optum’s policy in Dec 2025 and Premera’s first accelerated protocol coverage in Jan 2026. A draft Highmark policy followed in Jan 2026, alongside FDA Premarket Approval for Neurolief’s Proliv™Rx on Jan 12, 2026. An Analyst & Investor Day in Nov 2025 highlighted growth strategy. The current ADS ratio change fits into an ongoing effort to increase accessibility and clarity for investors.

Market Pulse Summary

The stock is up +7.2% following this news. A strong positive reaction aligns with BWAY’s history of ...

Analysis

The stock is up +7.2% following this news. A strong positive reaction aligns with BWAY’s history of constructive moves after structural and strategic updates, as seen in prior coverage and FDA milestones with 3.56–10.05% gains. An ADS ratio shift acting like a 2-for-1 split could temporarily attract trading interest. However, investors have previously focused on fundamental drivers like coverage expansion and approvals, so enthusiasm without similar catalysts could prove fragile.

Key Terms

american depositary shares, ads ratio, nasdaq, tel aviv stock exchange, +3 more

7 terms

american depositary shares financial

"change to the ratio of its American Depositary Shares (ADSs) listed on the Nasdaq"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

ads ratio financial

"Changing the ADS ratio to align on a one-for-one basis with our ordinary shares"

The ads ratio measures the proportion of a company's revenue that comes from advertising activities compared to other sources. It helps investors understand how much of a company's income depends on advertising efforts, similar to how a restaurant's income might rely heavily on dine-in sales versus takeout. A higher ads ratio indicates a greater dependence on advertising-related revenue, which can signal potential risks or opportunities depending on market trends.

nasdaq financial

"ADSs listed on the Nasdaq Capital Market (“NASDAQ”)"

The Nasdaq is a stock exchange where many companies' shares are bought and sold, functioning much like a marketplace for investments. It matters to investors because it provides a platform to buy and sell ownership stakes in companies, helping them track the value of those companies and make informed decisions. As one of the largest and most technology-focused markets, it also reflects trends and developments in the business world.

tel aviv stock exchange financial

"ordinary shares traded on the Tel Aviv Stock Exchange"

The Tel Aviv Stock Exchange is Israel’s main marketplace where stocks, bonds and exchange-traded funds are bought and sold, providing a centralized place for investors to trade ownership in companies and government debt. It matters because it sets real-time prices and liquidity for Israeli securities, offering a barometer of the country’s corporate health and giving investors a way to enter or exit positions much like an auction house or farmers’ market sets the price for goods.

forward split financial

"This ratio change will have the same effect as a 2-for-1 forward split of the ADSs"

A forward split increases the number of a company’s shares by exchanging each existing share for multiple new shares, so each investor owns more pieces while their overall ownership stake and the company’s value stay the same. Think of cutting a pizza into more slices: each slice is smaller but you still have the same total; for investors this lowers the per‑share price, can make the stock feel more affordable, and often boosts trading activity and accessibility.

book-entry financial

"ADS holders with ADSs held in book-entry form or through a bank, broker"

A book-entry is an electronic record that shows who legally owns a share, bond or other security instead of a paper certificate. Think of it like a bank ledger entry that tracks ownership and transfers; it makes buying, selling, dividend payments and ownership checks faster, cheaper and less risky for investors because nothing physical needs to be moved or stored.

beneficial holders financial

"Beneficial holders may contact their bank, broker or nominee for more information"

Beneficial holders are the people or entities who actually enjoy the economic rights of shares—such as dividends, price gains and voting power—even when the shares are registered in someone else’s name (for example a broker or nominee). For investors, knowing who the beneficial holders are matters because large or concentrated beneficial ownership can influence company decisions, trading liquidity and the outcome of votes or takeover offers, similar to knowing who truly controls a group even if someone else holds the paperwork.

AI-generated analysis. Not financial advice.

Change in ADS ratio aimed at simplifying comparisons to ordinary shares traded on the Tel Aviv Stock Exchange, while boosting liquidity and access for U.S. investors

BURLINGTON, Mass. and JERUSALEM, Feb. 17, 2026 (GLOBE NEWSWIRE) -- BrainsWay Ltd. (NASDAQ & TASE: BWAY) (“BrainsWay” or the “Company”), a global leader in advanced noninvasive brain stimulation technologies, today announced that its Board of Directors approved a plan to change to the ratio of its American Depositary Shares (ADSs) listed on the Nasdaq Capital Market (“NASDAQ”) relative to its ordinary shares traded on the Tel Aviv Stock Exchange. The Company’s Board of Directors believes that aligning the ADS ratio with the ordinary share will simplify the Company’s capital structure and provide investors with a clearer basis for assessing the Company’s valuation.

The Company will adjust its current 2-to-1 ordinary share-to-ADS ratio to a new 1-to-1 structure, effective March 3, 2026. As a result of this change, each existing ADS holder will receive one additional ADS for each ADS held. This ratio change will have the same effect as a 2-for-1 forward split of the ADSs. The Company’s ADSs will continue to trade on the NASDAQ under the symbol “BWAY,” and its ordinary shares, which will not be affected by the ratio change, will continue to trade on the Tel Aviv Stock Exchange.

The new 1-to-1 ADS to ordinary share ratio will take effect prior to the commencement of trading on the NASDAQ on Tuesday, March 3, 2026. Because the ratio change will result in each ADS representing half the number of ordinary shares currently represented by each ADS, the trading price of the ADSs is expected to be divided in half after the ratio change.

“Changing the ADS ratio to align on a one-for-one basis with our ordinary shares is intended to simplify comparisons of our share price on NASDAQ and TASE, allowing for a clearer focus on the value of our rapidly growing business, regardless of the exchange on which investors hold our securities,” said Hadar Levy, Chief Executive Officer of BrainsWay. “It is our hope that the simplified structure may enhance liquidity, improve accessibility, and better reflect the strength of our business.”

ADS holders with ADSs held in book-entry form or through a bank, broker, or other nominee are not required to take any action and will see the impact of the change to the ADS ratio reflected in their accounts after March 3, 2026. Beneficial holders may contact their bank, broker or nominee for more information.

About BrainsWay
BrainsWay is a global leader in advanced noninvasive neurostimulation treatments for mental health disorders. The Company is boldly advancing neuroscience with its proprietary Deep Transcranial Magnetic Stimulation (Deep TMS™) platform technology to improve health and transform lives. BrainsWay is the first and only TMS company to obtain three FDA-cleared indications backed by pivotal clinical studies demonstrating clinically proven efficacy. Current indications include major depressive disorder (including reduction of anxiety symptoms, commonly referred to as anxious depression), obsessive-compulsive disorder, and smoking addiction. The Company is dedicated to leading through superior science and building on its unparalleled body of clinical evidence. Additional clinical trials of Deep TMS in various psychiatric, neurological, and addiction disorders are underway. Founded in 2003, with operations in the United States and Israel, BrainsWay is committed to increasing global awareness of and broad access to Deep TMS. For the latest news and information about BrainsWay, please visit www.brainsway.com.

Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “targets,” “believes,” “hopes,” “potential” or similar words, and also includes any financial guidance and projections contained herein. These forward-looking statements and their implications are based on the current expectations of the management of the Company only and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. In addition, historical results or conclusions from scientific research and clinical studies – especially preliminary data which remains subject to peer-review – do not guarantee that future results would suggest similar conclusions or that historical results referred to herein would be interpreted similarly in light of additional research or otherwise. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: the failure to realize anticipated synergies and other benefits of the proposed transaction; the failure of our investments in management services organizations and/or other clinic-related entities to produce profitable returns; inadequacy of financial resources to meet future capital requirements; changes in technology and market requirements; delays or obstacles in launching and/or successfully completing planned studies and clinical trials; failure to obtain approvals by regulatory agencies on the Company’s anticipated timeframe, or at all; inability to retain or attract key employees whose knowledge is essential to the development of Deep TMS products; unforeseen difficulties with Deep TMS products and processes, and/or inability to develop necessary enhancements; unexpected costs related to Deep TMS products; failure to obtain and maintain adequate protection of the Company’s intellectual property, including intellectual property licensed to the Company; the potential for product liability; changes in legislation and applicable rules and regulations; unfavorable market perception and acceptance of Deep TMS technology; inadequate or delays in reimbursement from third-party payers, including insurance companies and Medicare; inability to commercialize Deep TMS, including internationally, by the Company or through third-party distributors; product development by competitors; inability to timely develop and introduce new technologies, products and applications, which could cause the actual results or performance of the Company to differ materially from those contemplated in such forward-looking statements.

Any forward-looking statement in this press release speaks only as of the date of this press release. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” in the Company’s filings with the U.S. Securities and Exchange Commission.

Contacts:
BrainsWay:
Ido Marom
Chief Financial Officer
Ido.Marom@BrainsWay.com

Investors:
Brian Ritchie
LifeSci Advisors
britchie@lifesciadvisors.com

FAQ

What exactly is BrainsWay (BWAY) changing about its ADS ratio and when does it take effect?

BrainsWay is changing its ADS-to-ordinary share ratio from 2-to-1 to 1-to-1, effective March 3, 2026. According to the company, the change will take effect prior to Nasdaq trading on that date and will be implemented as a 2-for-1 forward split of ADSs.

How many additional ADSs will each BrainsWay (BWAY) ADS holder receive after the ratio change?

Each existing ADS holder will receive one additional ADS for every ADS held, doubling the ADS count. According to the company, holders with ADSs in book-entry form or through brokers need take no action and will see accounts updated after March 3, 2026.

Will BrainsWay ordinary shares on the Tel Aviv Stock Exchange be affected by the ADS ratio change?

No, BrainsWay ordinary shares trading on TASE will not be affected by the ADS ratio change. According to the company, only the ADS representation changes; ordinary share balances and listings on TASE remain unchanged.

What is the expected immediate price impact on BrainsWay (BWAY) ADSs after the 1-to-1 ratio takes effect?

The trading price of BrainsWay ADSs is expected to be divided in half after the ratio change. According to the company, because each ADS will represent half the prior number of ordinary shares, the per-ADS price should adjust accordingly.

Do BrainsWay (BWAY) ADS holders need to take any action to receive the additional ADSs?

No action is required by ADS holders with ADSs held in book-entry form or through brokers; accounts will be updated automatically. According to the company, beneficial holders should contact their bank or broker if they have questions.