Harel Insurance boosts stake in Brainsway (NASDAQ: BWAY) to 6.8% — 2.68M shares

Rhea-AI Filing Summary

BRAINSWAY LTD. amendment to a Schedule 13G/A reports that Harel Insurance Investments & Financial Services Ltd. beneficially owns 2,677,117 Ordinary Shares (reported here as Ordinary Shares) representing 6.8% of the class based on 39,165,806 Ordinary Shares outstanding as of December 31, 2025. The filing breaks down holdings between client/managed accounts and a small proprietary position and is signed by a company officer on 05/04/2026.

Key Figures

Beneficial ownership: 2,677,117 shares Percent of class: 6.8% Shared voting power: 2,386,561 shares +2 more

5 metrics

Beneficial ownership 2,677,117 shares Amount beneficially owned reported by Harel

Percent of class 6.8% Based on 39,165,806 Ordinary Shares outstanding as of Dec 31, 2025

Shared voting power 2,386,561 shares Shared voting power reported on cover page

Shared dispositive power 2,677,117 shares Shared power to dispose reported on cover page

Outstanding shares 39,165,806 shares Shares outstanding as of Dec 31, 2025 (issuer's Form 20-F)

Key Terms

American Depositary Shares, Beneficially owned, Shared Dispositive Power, Schedule 13G/A

4 terms

American Depositary Shares market

"American Depositary Shares, each representing one Ordinary Share"

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.

Beneficially owned regulatory

"Amount beneficially owned: Of the 2,677,117 Ordinary Shares reported"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Shared Dispositive Power regulatory

"Shared power to dispose or to direct the disposition of: See Row (8)"

Schedule 13G/A regulatory

"Amendment to a Schedule 13G/A filing reporting ownership"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

BRAINSWAY LTD.

(Name of Issuer)

American Depositary Shares, each representing one Ordinary Share, par value NIS 0.04 per share

(Title of Class of Securities)

10501L106

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 10501L106

1

Names of Reporting Persons

Harel Insurance Investments & Financial Services Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,386,561.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,677,117.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,677,117.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.8 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: With regard to Rows (6), (8) and (9), please see Item 4. Row (11) is based on 39,165,806 Ordinary Shares issued and outstanding as of December 31, 2025 (as reported by the Issuer in its Report on Form 20-F filed with the Securities and Exchange Commission on April 20, 2026). This CUSIP number above applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing one Ordinary Share, par value NIS 0.04 per share. It is hereby clarified that the shares being reported in this Statement as beneficially owned by the Reporting Person are in the form of Ordinary Shares.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: BRAINSWAY LTD.
(b)	Address of issuer's principal executive offices: 16 Hartum Street, RAD Tower, 14th Floor, Har HaHotzvim, Jerusalem, Israel, 9777516
Item 2.
(a)	Name of person filing: Harel Insurance Investments & Financial Services Ltd.
(b)	Address or principal business office or, if none, residence: 3 Aba Hillel Street, Ramat Gan 52118, Israel
(c)	Citizenship: Israel
(d)	Title of class of securities: American Depositary Shares, each representing one Ordinary Share, par value NIS 0.04 per share
(e)	CUSIP No.: 10501L106
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Of the 2,677,117 Ordinary Shares reported in this Statement as beneficially owned by the Reporting Person, (i) 2,381,266 Ordinary Shares are held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by subsidiaries of the Reporting Person, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, (ii) 290,556 Ordinary Shares are held by third-party client accounts managed by a subsidiary of the Reporting Person as portfolio managers, which subsidiary operates under independent management and makes independent investment decisions and has no voting power in the securities held in such client accounts, and (iii) 5,295 Ordinary Shares are beneficially held for its own account. Consequently, this Statement shall not be construed as an admission by the Reporting Person that it is the beneficial owner of more than 5,295 Ordinary Shares covered by this Statement.
(b)	Percent of class: See Row (11) of the cover page of the Reporting Person above.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: See Row (6) of the cover page of the Reporting Person above and note in Item 4 above.
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: See Row (8) of the cover page of the Reporting Person above and note in Item 4 above
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Harel Insurance Investments & Financial Services Ltd.

Signature:	/s/ Alon Kaufman
Name/Title:	Alon Kaufman/Vice President
Date:	05/04/2026

FAQ

What stake does Harel hold in BRAINSWAY (BWAY)?

Harel reports beneficial ownership of 2,677,117 Ordinary Shares, equal to 6.8%. This percentage is calculated using 39,165,806 Ordinary Shares outstanding as of December 31, 2025 as stated in the filing.

How are Harel's 2,677,117 shares allocated?

2,381,266 shares are held for public members through managed funds, 290,556 shares in third-party client accounts (no voting power), and 5,295 shares are held for Harel's own account, per the filing.

Does Harel have sole voting or dispositive power over these shares?

No sole voting or dispositive power is reported. The filing shows 0 sole voting power and 0 sole dispositive power; voting and disposition are reported as shared where indicated.

What date is the outstanding share count tied to in the filing?

The 39,165,806 Ordinary Shares outstanding figure is tied to December 31, 2025 and was reported by the issuer in its Form 20-F referenced in the filing.

Who signed the Schedule 13G/A amendment for Harel?

Alon Kaufman, Vice President signed the amendment, with the signature date shown as 05/04/2026 in the filing.