[SCHEDULE 13D/A] Brainsway Ltd. SEC Filing

Rhea-AI Filing Summary

Brainsway Ltd. reporting persons led by Valor entities and individuals amended their Schedule 13D to disclose exercise of a warrant and updated ownership. Valor BrainsWay exercised a warrant on 10/06/2025 to purchase up to 1,500,000 ADSs at an exercise price of $9.50686 per ADS and, on a cashless basis based on the 09/30/2025 closing price, will receive 553,730 ADSs upon settlement.

The combined disclosures show the Valor group holds 5,314,950 Ordinary Shares (represented by 2,657,475 ADSs), equal to 13.7% of the class; Mr. Jonathan Shulkin and Antonio Gracias report aggregate beneficial ownership of 5,851,444 and 5,801,950 Ordinary Shares respectively, equal to 15.0% and 14.9% of the class based on 37,798,726 Ordinary Shares outstanding as of 06/30/2025. The amendment adds a joint filing agreement exhibit and states no other ADS transactions in the past 60 days aside from the warrant exercise.

Insights

Corporate Governance Analyst

Warrant exercise increases group stake and concentrates voting power.

The reporting parties exercised a warrant to receive 553,730 ADSs, which increases the group's shared voting and dispositive power to 13.7% for the Valor entities and to roughly 15.0% for one individual filer. That shift is measurable against the issuer's 37,798,726 share base as of 06/30/2025.

This ownership level may affect board influence and shareholder dynamics; monitor any follow-on disclosures or schedule amendments in the near term, specifically any statements about governance intentions or additional share acquisitions within the next quarter.

Securities Compliance Counsel

Filing updates properly disclose exercise and updated beneficial ownership.

The amendment documents a cashless exercise option executed on 10/06/2025 with the precise exercise price of $9.50686 per ADS and states the percent calculations use the issuer's reported outstanding shares as of 06/30/2025. The filing incorporates the joint filing agreement as an exhibit.

From a compliance perspective, the filing contains required cover-page disclosure of voting and dispositive power and notes no other ADS transactions in the prior 60 days; watch for any further Schedule 13D amendments if settlement or additional transfers occur within the statutory reporting window.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Brainsway Ltd.

(Name of Issuer)

Ordinary Shares, par value NIS 0.04 per share; American Depository Shares, each representing two Ordinary Shares

(Title of Class of Securities)

10501L106

(CUSIP Number)

Antonio J. Gracias
c/o Valor Management LLC, 320 North Sangamon Street, Suite 1200,
Chicago, IL, 60607
(312) 683-1900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/06/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 10501L106

1

Name of reporting person

Valor BrainsWay Holdings, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,314,950.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,314,950.00

11

Aggregate amount beneficially owned by each reporting person

5,314,950.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Amount reflects Ordinary Shares represented by 2,657,475 American Depository Shares ("ADSs").

SCHEDULE 13D

CUSIP No. 10501L106

1

Name of reporting person

Valor Siren Ventures II L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,314,950.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,314,950.00

11

Aggregate amount beneficially owned by each reporting person

5,314,950.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.7 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

(1) Amount reflects Ordinary Shares represented by 2,657,475 ADS.

SCHEDULE 13D

CUSIP No. 10501L106

1

Name of reporting person

Valor Siren Partners II-A L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,314,950.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,314,950.00

11

Aggregate amount beneficially owned by each reporting person

5,314,950.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.7 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

(1) Amount reflects Ordinary Shares represented by 2,657,475 ADS.

SCHEDULE 13D

CUSIP No. 10501L106

1

Name of reporting person

Valor Siren Partners II-B L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,314,950.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,314,950.00

11

Aggregate amount beneficially owned by each reporting person

5,314,950.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.7 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

(1) Amount reflects Ordinary Shares represented by 2,657,475 ADS.

SCHEDULE 13D

CUSIP No. 10501L106

1

Name of reporting person

Valor SV Associates II L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,314,950.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,314,950.00

11

Aggregate amount beneficially owned by each reporting person

5,314,950.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.7 %

14

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person:

(1) Amount reflects Ordinary Shares represented by 2,657,475 ADSs.

SCHEDULE 13D

CUSIP No. 10501L106

1

Name of reporting person

Valor SV Capital II LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,314,950.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,314,950.00

11

Aggregate amount beneficially owned by each reporting person

5,314,950.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.7 %

14

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person:

(1) Amount reflects Ordinary Shares represented by 2,657,475 ADSs.

SCHEDULE 13D

CUSIP No. 10501L106

1

Name of reporting person

Valor Management L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,314,950.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,314,950.00

11

Aggregate amount beneficially owned by each reporting person

5,314,950.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.7 %

14

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person:

(1) Amount reflects Ordinary Shares represented by 2,657,475 ADSs.

SCHEDULE 13D

CUSIP No. 10501L106

1

Name of reporting person

Valor Management LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,314,950.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,314,950.00

11

Aggregate amount beneficially owned by each reporting person

5,314,950.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.7 %

14

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person:

(1) Amount reflects Ordinary Shares represented by 2,657,475 ADSs.

SCHEDULE 13D

CUSIP No. 10501L106

1

Name of reporting person

Valor Funds Group LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,314,950.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,314,950.00

11

Aggregate amount beneficially owned by each reporting person

5,314,950.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.7 %

14

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person:

(1) Amount reflects Ordinary Shares represented by 2,657,475 ADSs.

SCHEDULE 13D

CUSIP No. 10501L106

1

Name of reporting person

Jonathan Shulkin

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 536,494.00
8	Shared Voting Power 5,314,950.00
9	Sole Dispositive Power 536,494.00
10	Shared Dispositive Power 5,314,950.00

11

Aggregate amount beneficially owned by each reporting person

5,851,444.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Aggregate amount reflects Ordinary Shares represented by 2,925,722 ADSs.

SCHEDULE 13D

CUSIP No. 10501L106

1

Name of reporting person

Antonio Gracias

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 487,000.00
8	Shared Voting Power 5,314,950.00
9	Sole Dispositive Power 487,000.00
10	Shared Dispositive Power 5,314,950.00

11

Aggregate amount beneficially owned by each reporting person

5,801,950.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Aggregate amount reflects Ordinary Shares represented by 2,900,975 ADSs.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value NIS 0.04 per share; American Depository Shares, each representing two Ordinary Shares
(b)	Name of Issuer: Brainsway Ltd.
(c)	Address of Issuer's Principal Executive Offices: 16 Hartum Street, RAD Tower, 14th floor, Har HaHotzum, Jerusalem, ISRAEL , 9777516.
Item 1 Comment: This Amendment No. 2 to Schedule 13D is being filed by the Reporting Persons named herein and amends and supplements the Schedule 13D of the Reporting Persons initially filed on November 13, 2024, as amended by Amendment No. 1 to Schedule 13D filed on July 1, 2025 (together, the "Original Schedule 13D"). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Original Schedule 13D. Except as amended hereby, the information set forth in the Original Schedule 13D remains unchanged.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby supplemented as follows: On October 6, 2025, Valor BrainsWay delivered to the Issuer a notice of exercise in which it exercised in full the Warrant to Purchase American Depositary Shares issued to Valor BrainsWay on November 5, 2024 (as subsequently amended, the "Warrant") that entitled Valor BrainsWay to purchase up to 1,500,000 American Depository Shares ("ADSs"), representing up to 3,000,000 Ordinary Shares, at an exercise price of US$9.50686 per ADS. Valor BrainsWay was permitted to exercise the Warrant on a cashless exercise basis, which based on the closing price of the ADS on September 30, 2025 will result in Valor BrainsWay being issued a total of 553,730 ADSs upon settlement of the exercise.
Item 5.	Interest in Securities of the Issuer
(a)	The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference. Beneficial ownership of Shares over which Mr. Shulkin has sole voting and dispositive power are held through an entity of which he is the sole owner. The percent of class reported as beneficially owned on the cover pages of this Statement is based on 37,798,726 Ordinary Shares outstanding as of June 30, 2025 (as reported by the Issuer in its Condensed Consolidated Unaudited Interim Financial Statements furnished in its Form 6-K filed on September 30, 2025) plus the Shares issued upon exercise of the Warrant and is calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
(b)	The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference. Beneficial ownership of Shares over which Mr. Shulkin has sole voting and dispositive power are held through an entity of which he is the sole owner. The percent of class reported as beneficially owned on the cover pages of this Statement is based on 37,798,726 Ordinary Shares outstanding as of June 30, 2025 (as reported by the Issuer in its Condensed Consolidated Unaudited Interim Financial Statements furnished in its Form 6-K filed on September 30, 2025) plus the Shares issued upon exercise of the Warrant and is calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
(c)	Other than as set forth in Item 4, none of the Reporting Persons has effected any transactions in the ADSs or Ordinary Shares during the past 60 days.
(d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information included in Item 4 is incorporated by reference herein.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Original Schedule 13D is hereby supplemented to add the following additional exhibits: Exhibit Description 99.9 Joint Filing Agreement dated as of July 1, 2025 among the Reporting Persons (incorporated by reference to Exhibit 99.8 to Amendment No. 1 to Schedule 13D filed on July 1, 2025)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Valor BrainsWay Holdings, LLC

Signature:	/s/ Jonathan Shulkin
Name/Title:	Jonathan Shulkin/Authorized Signatory
Date:	10/08/2025

Valor Siren Ventures II L.P.

Signature:	/s/ Antonio J. Gracias
Name/Title:	By: Valor SV Associates II L.P., its general partner
Date:	10/08/2025

Signature:	/s/ Antonio J. Gracias
Name/Title:	By: Valor SV Capital II LLC, its general partner
Date:	10/08/2025

Signature:	/s/ Antonio J. Gracias
Name/Title:	By: Valor Management L.P., its managing member
Date:	10/08/2025

Signature:	/s/ Antonio J. Gracias
Name/Title:	Antonio J. Gracias / CEO
Date:	10/08/2025

Valor Siren Partners II-A L.P.

Signature:	/s/ Antonio J. Gracias
Name/Title:	By: Valor SV Associates II L.P., its general partner
Date:	10/08/2025

Signature:	/s/ Antonio J. Gracias
Name/Title:	By: Valor SV Capital II LLC, its general partner
Date:	10/08/2025

Signature:	/s/ Antonio J. Gracias
Name/Title:	By: Valor Management L.P., its managing member
Date:	10/08/2025

Signature:	/s/ Antonio J. Gracias
Name/Title:	Antonio J. Gracias /CEO
Date:	10/08/2025

Valor Siren Partners II-B L.P.

Signature:	/s/ Antonio J. Gracias
Name/Title:	By: Valor SV Associates II L.P., its general partner
Date:	10/08/2025

Signature:	/s/ Antonio J. Gracias
Name/Title:	By: Valor SV Capital II LLC, its general partner
Date:	10/08/2025

Signature:	/s/ Antonio J. Gracias
Name/Title:	By: Valor Management L.P., its managing member
Date:	10/08/2025

Signature:	/s/ Antonio J. Gracias
Name/Title:	Antonio J. Gracias / CEO
Date:	10/08/2025

Valor SV Associates II L.P.

Signature:	/s/ Antonio J. Gracias
Name/Title:	By: Valor SV Capital II LLC, its general partner
Date:	10/08/2025

Signature:	/s/ Antonio J. Gracias
Name/Title:	By: Valor Management L.P., its managing member
Date:	10/08/2025

Signature:	/s/ Antonio J. Gracias
Name/Title:	Antonio J. Gracias / CEO
Date:	10/08/2025

Valor SV Capital II LLC

Signature:	/s/ Antonio J. Gracias
Name/Title:	By: Valor Management L.P., its managing member
Date:	10/08/2025

Signature:	/s/ Antonio J. Gracias
Name/Title:	Antonio J. Gracias /CEO
Date:	10/08/2025

Valor Management L.P.

Signature:	/s/ Antonio J. Gracias
Name/Title:	Antonio J. Gracias/CEO
Date:	10/08/2025

Valor Management LLC

Signature:	/s/ Antonio J. Gracias
Name/Title:	Antonio J. Gracias/CEO
Date:	10/08/2025

Valor Funds Group LLC

Signature:	/s/Antonio J. Gracias
Name/Title:	Antonio J. Gracias/Managing Member
Date:	10/08/2025

Jonathan Shulkin

Signature:	/s/ Jonathan Shulkin
Name/Title:	Jonathan Shulkin
Date:	10/08/2025

Antonio Gracias

Signature:	/s/ Antonio J. Gracias
Name/Title:	Antonio J. Gracias
Date:	10/08/2025