ACTELIS NETWORKS (ASNS) CEO logs 13,801-share tax sell-to-cover trade

Rhea-AI Filing Summary

ACTELIS NETWORKS INC CEO Tuvia Barlev reported a small, non-discretionary share sale linked to tax withholding. He sold 13,801 shares of common stock at $0.0845 per share in an open-market transaction on May 18, 2026 to cover tax obligations from vesting Restricted Stock Units.

The company required this "sell to cover" transaction, so it was not a voluntary sale decision by Barlev. After the transaction, he held 74,244 shares directly, including 46,297 shares underlying RSUs that remain subject to forfeiture until they vest.

Insights

Insider trading and governance analyst

CEO’s sale is a mandated tax-withholding event, not a discretionary trade.

ACTELIS NETWORKS INC CEO Tuvia Barlev sold 13,801 common shares at $0.0845 per share. Footnotes clarify this was a "sell to cover" transaction to fund tax withholding on vesting RSUs, mandated by the issuer’s policy rather than Barlev’s choice.

Such tax-driven sales carry weak informational value about management’s view of the stock because they occur automatically when awards vest. After the sale, Barlev still holds 74,244 shares, including 46,297 RSU-based shares subject to future vesting and potential forfeiture.

Overall, this filing shows routine equity compensation mechanics rather than a strategic reduction in exposure. Future company filings may provide additional context as more RSUs vest or if discretionary trades occur.

Insider Trade Summary

Net Seller: 13,801 shares ($1,166)

Net Sell 1 txn

Insider Barlev Tuvia

Role CEO

Sold 13,801 shs ($1K)

Type	Security	Shares	Price	Value
Sale	Common stock, par value $0.0001	13,801	$0.0845	$1K

Holdings After Transaction: Common stock, par value $0.0001 — 74,244 shares (Direct, null)

Footnotes (1)

1. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units ("RSUs"). The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. Shares held following the reported transaction include 46,297 shares of common stock underlying RSUs, which are subject to forfeiture until they vest.

Key Figures

Shares sold: 13,801 shares Sale price: $0.0845 per share Shares held after: 74,244 shares +1 more

4 metrics

Shares sold 13,801 shares Open-market sale on May 18, 2026 to cover tax withholding

Sale price $0.0845 per share Price for the 13,801 shares sold

Shares held after 74,244 shares Direct holdings following the reported transaction

RSU underlying shares 46,297 shares Included in post-transaction holdings, subject to forfeiture until vesting

Key Terms

sell to cover, Restricted Stock Units ("RSUs"), tax withholding obligations, subject to forfeiture

4 terms

sell to cover financial

"require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

Restricted Stock Units ("RSUs") financial

"in connection with the vesting and settlement of Restricted Stock Units ("RSUs")"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

tax withholding obligations financial

"shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting"

subject to forfeiture financial

"underlying RSUs, which are subject to forfeiture until they vest"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Barlev Tuvia

(Last) (First) (Middle)

710 LAKEWAY DRIVE, SUITE 200

(Street)

SUNNYVALE CALIFORNIA 94085

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ACTELIS NETWORKS INC [ ASNS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common stock, par value $0.0001	05/18/2026		S(1)		13,801	D	$0.0845	74,244(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:

1. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units ("RSUs"). The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

2. Shares held following the reported transaction include 46,297 shares of common stock underlying RSUs, which are subject to forfeiture until they vest.

	/s/ Tuvia Barlev	05/20/2026
	** 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)

FAQ

What did ACTELIS NETWORKS INC (ASNS) CEO Tuvia Barlev report on this Form 4?

CEO Tuvia Barlev reported selling 13,801 shares of ACTELIS NETWORKS INC common stock at $0.0845 per share. The sale funded tax withholding tied to vesting Restricted Stock Units and was executed under a mandated "sell to cover" arrangement, not a discretionary trade.

Was the ASNS CEO share sale on this Form 4 a discretionary transaction?

No, the CEO’s sale was not discretionary. Footnotes state the 13,801 shares were sold to cover tax withholding obligations on vesting RSUs, pursuant to the issuer’s election to require a "sell to cover" transaction, rather than a voluntary decision by the reporting person.

How many ACTELIS NETWORKS (ASNS) shares does the CEO hold after this Form 4 transaction?

After the reported sale, CEO Tuvia Barlev holds 74,244 shares of ACTELIS NETWORKS INC common stock directly. This total includes 46,297 shares underlying RSUs that are still subject to forfeiture until they fully vest according to the company’s equity award terms.

What is the price and size of the ASNS CEO’s tax-related share sale?

The CEO sold 13,801 shares of ACTELIS NETWORKS INC common stock at a price of $0.0845 per share. The transaction was specifically designated to cover tax withholding obligations arising from the vesting and settlement of Restricted Stock Units granted as equity compensation.

How are the remaining RSUs described in the ACTELIS NETWORKS (ASNS) Form 4?

Footnotes explain that shares held following the transaction include 46,297 shares of common stock underlying RSUs. These RSU-based shares are subject to forfeiture until they vest, meaning the CEO’s right to them depends on satisfying the vesting conditions over time.