ASNS Form 4: Director reports 138,889 RSUs with 3-year vesting

Rhea-AI Filing Summary

Actelis Networks (ASNS) reported an insider equity award. A director filed a Form 4 for the grant of 138,889 restricted stock units (RSUs) on 09/12/2025. The filing lists the RSUs at $0 and held directly.

The RSUs vest in three equal annual tranches: September 12, 2026, September 12, 2027, and September 12, 2028, subject to continued service. If the director’s engagement ends, any unvested RSUs vest on the termination date based on the upcoming annual anniversary amount, pro‑rated to the termination date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Marks Gideon

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	138,889	$0.00	--

Holdings After Transaction: Restricted Stock Units — 138,889 shares (Direct)

Footnotes (1)

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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^*

Marks Gideon

(Last) (First) (Middle)

4039 CLIPPER COURT

(Street)

FREMONT CA 94538

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

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

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

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

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

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
Restricted Stock Units	(1)	09/12/2025		A		138,889		(1)	(1)	Common stock, par value $0.0001	138,889	$0	138,889	D

Explanation of Responses:

1. The RSUs vests annually in three equal tranches, with the first tranche vesting on September 12, 2026, the second tranche vesting on September 12, 2027, and the last tranche vesting on September 12, 2028, subject to the Reporting Person's continued service to the Issuer through each date that the options shall vest, unless the Reporting Person's engagement with the Issuer is terminated, in which case the unvested RSUs will vest at the termination date, based on the upcoming annual anniversary amount, pro-rated to the date of termination.

	/s/ Gideon Marks	11/06/2025
	** 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.

FAQ

What did ASNS disclose in this Form 4?

A director reported receiving 138,889 RSUs on 09/12/2025, held directly at an indicated price of $0.

How do the 138,889 ASNS RSUs vest?

They vest in three equal annual tranches on September 12, 2026, September 12, 2027, and September 12, 2028.

Who is the reporting person and their role at ASNS?

The filing is signed by /s/ Gideon Marks, identified as a Director of Actelis Networks.

What happens to unvested RSUs if the director’s service ends?

Unvested RSUs vest on the termination date based on the upcoming annual anniversary amount, pro‑rated to the termination date.

What ownership form is indicated for the reported RSUs?

The Form 4 shows the RSUs as Direct (D) ownership.

How many derivative securities are shown as beneficially owned after the transaction?

The filing lists 138,889 derivative securities beneficially owned following the reported transaction.