Harel discloses 8.3% stake in Brainsway Ltd.

Rhea-AI Filing Summary

Harel Insurance Investments & Financial Services Ltd. reports beneficial ownership of 3,265,397 Ordinary Shares of Brainsway Ltd., representing 8.3% of the ordinary shares outstanding, based on 39,165,806 Ordinary Shares issued and outstanding as of December 31, 2025.

Most shares are held for public investors through funds and insurance products managed by Harel subsidiaries: 2,900,521 shares via various funds and policies, 359,581 shares in third-party client accounts, and 5,295 shares for Harel’s own account. The filing states that each subsidiary operates under independent management and makes independent voting and investment decisions, and that Harel does not admit beneficial ownership of more than the 5,295 shares held for its own account. Harel reports shared voting power over 2,905,816 shares and shared dispositive power over 3,265,397 shares, with no sole voting or dispositive power.

Key Figures

Beneficial ownership: 3,265,397 Ordinary Shares Ownership percentage: 8.3% Shares outstanding: 39,165,806 Ordinary Shares +5 more

8 metrics

Beneficial ownership 3,265,397 Ordinary Shares Shares reported as beneficially owned by Harel Insurance

Ownership percentage 8.3% Percent of Brainsway Ordinary Shares class held by Harel Insurance

Shares outstanding 39,165,806 Ordinary Shares Brainsway Ordinary Shares issued and outstanding as of December 31, 2025

Fund-held shares 2,900,521 Ordinary Shares Held for public investors via funds and insurance products

Managed accounts 359,581 Ordinary Shares Held by third-party client accounts managed by a subsidiary

Own-account shares 5,295 Ordinary Shares Beneficially held for Harel Insurance’s own account

Shared voting power 2,905,816 Shares Shares over which Harel reports shared power to vote

Shared dispositive power 3,265,397 Shares Shares over which Harel reports shared power to dispose

Key Terms

beneficially owned, American Depositary Shares, dispositive power, provident funds, +1 more

5 terms

beneficially owned financial

"It is hereby clarified that the shares being reported in this Statement as beneficially owned"

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.

American Depositary Shares financial

"Title of class of securities: 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.

dispositive power financial

"Sole Dispositive Power 0.00 6 | Shared Dispositive Power 3,265,397.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

provident funds financial

"held for members of the public through, among others, provident funds and/or mutual funds"

mutual funds financial

"members of the public through, among others, provident funds and/or mutual funds and/or pension funds"

A mutual fund is a pooled investment where many people combine their money so a professional manager can buy a mix of stocks, bonds or other assets on their behalf. Think of it as a shared basket that spreads risk across many holdings while offering easier access and ongoing management; it matters to investors because it provides diversification, professional oversight and simple buy/sell access, though returns and fees vary.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What percentage of Brainsway Ltd. (BWAY) does Harel Insurance report owning?

Harel Insurance reports beneficial ownership of 8.3% of Brainsway Ltd.’s Ordinary Shares. This is based on 39,165,806 Ordinary Shares outstanding as of December 31, 2025, as reported by Brainsway in its Form 20-F.

How many Brainsway (BWAY) shares does Harel Insurance beneficially own?

Harel Insurance reports beneficial ownership of 3,265,397 Ordinary Shares of Brainsway. These are held across funds, client accounts, and its own account, with only 5,295 shares held directly for Harel’s own account.

How are Harel Insurance’s Brainsway (BWAY) shares distributed among its clients and accounts?

Of the 3,265,397 Brainsway shares, 2,900,521 are held for public investors via funds and policies, 359,581 are in third-party client accounts, and 5,295 are held for Harel’s own account, according to the filing.

What voting power does Harel Insurance have over Brainsway (BWAY) shares?

Harel Insurance reports 0 sole voting power and 2,905,816 shares with shared voting power. The filing notes that subsidiaries operate under independent management and make independent voting and investment decisions.

What dispositive power does Harel Insurance report over Brainsway (BWAY) stock?

Harel Insurance reports 0 sole dispositive power and 3,265,397 shares with shared dispositive power. These shares are largely held in funds and managed accounts operated by its subsidiaries under independent management.

Does Harel Insurance admit full beneficial ownership of all reported Brainsway (BWAY) shares?

No. While it reports 3,265,397 shares as beneficially owned, Harel states the filing should not be construed as an admission that it beneficially owns more than 5,295 shares held for its own account.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/29/2026 - 06:10 AM Accepted by SEC EDGAR 07/29/2026 - 06:10 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

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)

06/30/2026

(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 2,905,816.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,265,397.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,265,397.00

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)

8.3 %

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 3,265,397 Ordinary Shares reported in this Statement as beneficially owned by the Reporting Person, (i) 2,900,521 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) 359,581 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:	07/28/2026