BrainsWay Ltd. ownership disclosure: Masters Capital Management, LLC and Michael Masters report beneficial ownership of 1,500,000 Ordinary Shares of BrainsWay Ltd., representing 3.8% of the class. The percent is calculated using 39,165,806 Ordinary Shares outstanding as of December 31, 2025.
The filing is an amendment (Schedule 13G/A, Amendment No. 2) and lists shared voting and dispositive power of 1,500,000 shares held directly by Masters Funds. Signatures are by Michael Masters dated 05/13/2026.
Positive
None.
Negative
None.
Insights
Masters reports a 3.8% stake via shared control of 1.5M shares.
The filing shows Masters Capital Management, LLC and Michael Masters report shared voting and dispositive power over 1,500,000 Ordinary Shares, equal to 3.8% of the class using the issuer's 39,165,806 share base as of 12/31/2025.
This is a passive disclosure under Schedule 13G/A; the entry documents ownership details and signatures dated 05/13/2026. Subsequent filings would show any change in holdings.
Amendment clarifies beneficial ownership and reporting mechanics.
The Schedule 13G/A (Amendment No. 2) identifies the reporting persons, business address, CUSIP 10501L106, and references the Form 20-F share count used to compute percentage ownership.
Signatures by Michael Masters finalize the amendment; the filing preserves customary disclaimers about beneficial ownership under Section 13 definitions.
Key Figures
Reported shares beneficially owned:1,500,000 sharesPercent of class:3.8%Shares outstanding (basis):39,165,806 shares
3 metrics
Reported shares beneficially owned1,500,000 sharesShared voting/dispositive power reported on cover page
Percent of class3.8%Calculated using 39,165,806 shares outstanding as of 12/31/2025
Shares outstanding (basis)39,165,806 sharesIssuer's Form 20-F for fiscal year ended 12/31/2025
"This statement is filed by Masters Capital Management, LLC"
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.
Beneficial ownershipregulatory
"Amount beneficially owned: The information required by Item 4(a)"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Shared dispositive powerregulatory
"Shared Dispositive Power 1,500,000.00"
CUSIPfinancial
"CUSIP No.: 10501L106"
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
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)
Ordinary Shares, 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
Masters Capital Management, LLC
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
GEORGIA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,000.00
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)
3.8 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
10501L106
1
Names of Reporting Persons
Michael Masters
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,000.00
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)
3.8 %
12
Type of Reporting Person (See Instructions)
HC, IN
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, 9777516, Israel
Item 2.
(a)
Name of person filing:
This statement is filed by Masters Capital Management, LLC ("Masters" or the "Reporting Person"), a Georgia limited liability company and the investment adviser to certain funds and accounts (the "Masters Funds") and Michael Masters, with respect to the ordinary shares, par value NIS 0.04 per share ("Ordinary Shares") of BrainsWay Ltd., an Israeli company (the "Issuer"), directly held by Masters Funds;
The filing of this statement should not be construed as an admission that any of the foregoing persons or the Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of the Reporting Person is 3060 Peachtree Road, Suite 1425, Atlanta, Georgia 30305.
(c)
Citizenship:
Masters is a Georgia limited liability company.
(d)
Title of class of securities:
Ordinary Shares, 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:
The information required by Item 4(a) is set forth in Row 9 of the cover page for the Reporting Person and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 39,165,806 Ordinary Shares outstanding as of December 31, 2025, as reported in the Issuer's annual report on Form 20-F filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2025.
(b)
Percent of class:
3.8%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for the Reporting Person and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for the Reporting Person and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for the Reporting Person and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for the Reporting Person and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
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.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Exhibit B attached hereto.
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 acquired and are held in the ordinary course of business and 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.
What stake does Masters Capital report in BrainsWay (BWAY)?
Masters Capital reports beneficial ownership of 1,500,000 Ordinary Shares, representing 3.8% of the class. The percentage is calculated using 39,165,806 Ordinary Shares outstanding as of December 31, 2025 per the issuer's Form 20-F.
Who filed the Schedule 13G/A amendment for BWAY?
The filing was made by Masters Capital Management, LLC and Michael Masters. The business address is 3060 Peachtree Road, Suite 1425, Atlanta, Georgia 30305, and signatures are dated 05/13/2026.
How is voting and dispositive power reported for these shares?
The amendment lists shared voting power and shared dispositive power of 1,500,000 shares. Those powers are reported on the cover page rows referenced in Item 4 and incorporated by reference in Item 4(c).
What share base was used to compute the 3.8% ownership?
The percentage is computed using an aggregate of 39,165,806 Ordinary Shares outstanding as of December 31, 2025, as reported in the issuer's annual report on Form 20-F for the fiscal year ended 12/31/2025.
Does the filing assert legal beneficial ownership under Section 13?
The filing includes a customary disclaimer stating it "should not be construed as an admission" that the reporting persons are beneficial owners under Section 13. It reports the positions while preserving that legal caveat.
