Brainsway (BWAY) CEO discloses share ownership and stock options

Rhea-AI Filing Summary

Brainsway Ltd. filed a Form 3 showing the initial equity holdings of Chief Executive Officer Levy Hadar. The filing reports direct ownership of 123,050 Ordinary Shares, which includes 16,800 shares and unvested restricted stock units that convert into shares as they vest.

Hadar also holds stock options over 80,000 Ordinary Shares granted on February 9, 2023 with an exercise price of NIS 3.65 per share, vesting in equal quarterly installments until February 13, 2027. Additional options cover 62,500 Ordinary Shares granted on March 5, 2024 at an exercise price of NIS 11.17 per share, vesting in equal quarterly installments until March 5, 2028.

Insights

Equity compensation analyst

Form 3 outlines CEO’s existing equity stake and option grants, without new buy or sell activity.

The Form 3 for Brainsway Ltd. details Chief Executive Officer Levy Hadar’s baseline ownership rather than new transactions. It lists 123,050 directly held Ordinary Shares, including unvested RSUs that will convert into shares over time if vesting conditions are met.

The filing also shows two significant option packages: 80,000 shares at an exercise price of NIS 3.65 expiring in 2033, and 62,500 shares at NIS 11.17 expiring in 2034, both vesting quarterly over several years. This structure ties a meaningful portion of compensation to long-term company performance, but does not itself signal any immediate bullish or bearish trading activity.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Levy Hadar

(Last) (First) (Middle)

16 HARTUM STREET, RAD TOWER, 14TH FLOOR

HAR HAHOTZVIM

(Street)

JERUSALEM 9777516

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
Brainsway Ltd. [ BWAY ]

3a. Foreign Trading Symbol
[BWAY]

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

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

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

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares(1)(2)	123,050	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (right to buy)	(3)	02/09/2033	Ordinary Shares(1)	80,000	(4)	D
Stock Options (right to buy)	(5)	03/05/2034	Ordinary Shares(1)	62,500	(6)	D

Explanation of Responses:

1. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.

2. This figure includes: (i) 16,800 ordinary shares and (ii) unvested restricted stock units ("RSUs"), with each RSU representing a contingent right to receive one ordinary share, as follows: (a) RSUs to receive 31,250 ordinary shares vesting in equal quarterly installments until March 5, 2028 and (b) RSUs to receive 75,000 ordinary shares vesting in equal yearly installments until March 9, 2029, subject to certain vesting conditions.

3. Stock options were granted on February 9, 2023, with the remaining options to purchase 80,000 ordinary shares vesting in equal quarterly installments until February 13, 2027, with acceleration in the event of a change of control.

4. The exercise price is NIS 3.65 per share.

5. Stock options were granted on March 5, 2024, with the remaining options to purchase 62,500 ordinary shares vesting in equal quarterly installments until March 5, 2028.

6. The exercise price is NIS 11.17 per share.

	/s/ Hadar Levy	03/18/2026
	** 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 5 (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 3: SEC 1473 (03-26)

FAQ

What does Brainsway (BWAY) CEO Levy Hadar report in this Form 3?

Levy Hadar reports his initial ownership in Brainsway, including 123,050 directly held Ordinary Shares and multiple equity awards. These holdings combine actual shares with unvested restricted stock units and stock options that may convert into additional shares as vesting and exercise conditions are satisfied.

How many Brainsway Ordinary Shares does the CEO directly own?

The CEO directly owns 123,050 Brainsway Ordinary Shares. This figure includes 16,800 existing shares plus unvested restricted stock units that each represent a right to receive one Ordinary Share, subject to quarterly and annual vesting schedules running through March 2028 and March 2029.

What stock options are disclosed for the Brainsway CEO in this Form 3?

The filing shows stock options over 80,000 Ordinary Shares granted in February 2023 at NIS 3.65 per share and 62,500 options granted in March 2024 at NIS 11.17 per share. Both grants vest in equal quarterly installments over multi‑year periods, encouraging long-term alignment.

When do Levy Hadar’s Brainsway stock options expire?

The CEO’s disclosed stock options expire on two future dates: one grant tied to 80,000 Ordinary Shares expires in February 2033, and another covering 62,500 Ordinary Shares expires in March 2034. Both remain exercisable only as their underlying options vest over time.

Are Brainsway CEO Levy Hadar’s RSUs and options fully vested?

No, the RSUs and options are not fully vested. RSUs for 31,250 shares vest quarterly until March 5, 2028, and RSUs for 75,000 shares vest yearly until March 9, 2029. Option grants vest in equal quarterly installments through 2027 and 2028, subject to vesting conditions.

Can Brainsway Ordinary Shares be held as American Depositary Shares (ADS)?

Yes. The filing notes that Brainsway’s Ordinary Shares may be represented by American Depositary Shares, with each ADS currently representing one Ordinary Share. This structure allows investors to hold and trade Brainsway’s equity through ADS units instead of directly holding Israeli Ordinary Shares.