[Form 4] The Ensign Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Gauzy Ltd. (Nasdaq: GAUZ) has filed a Form F-3 “shelf” registration statement that will allow the company to issue up to $150 million of securities—ordinary shares, warrants, debt, subscription rights and/or units—on a primary basis from time to time. Because it is a shelf filing, specific pricing, sizes and timing will be detailed in future prospectus supplements.

Capital structure & listing

• Authorized share capital: 49,200,191 ordinary shares (no par value).
• Shares outstanding: 18,742,093 (as of 26 Jun 2025).
• Latest closing price: $8.13 (1 Jul 2025) on the Nasdaq Global Market (symbol “GAUZ”).

Use of proceeds: unless stated otherwise in a subsequent supplement, funds will be directed to general corporate purposes such as expanding production lines, R&D, marketing, working capital and other operating needs.

Business overview: Gauzy is a vertically-integrated light and vision control technology company supplying smart glass (SPD & LC) and ADAS/Camera Monitoring Systems. Its customer list includes Boeing, Honda, Mercedes, Ford, Ferrari and MSC. Production facilities span Israel, France, Germany and the U.S., with sales activity in 60+ countries.

Revenue diversity (FY 2024):

• Geographic: 28.3 % U.S., 29.0 % Europe ex-France, 25.6 % France, 11.8 % Asia, 1.3 % Israel, 4.0 % other.
• End-markets: 40.0 % aerospace, 44.1 % safety tech/commercial vehicle, 12.7 % architectural, 3.2 % automotive.
• No single customer exceeded 9.3 % of revenue.

Regulatory status: Gauzy qualifies as both an “emerging growth company” (EGC) under the JOBS Act and a “foreign private issuer.” As an EGC it may present reduced financial statements, omit certain executive-compensation disclosures, and is exempt from auditor attestation on internal control. As a foreign private issuer it files annual Form 20-F reports and is exempt from U.S. proxy, insider-reporting and quarterly 10-Q requirements.

Key risk disclosures:

• Significant geopolitical risk linked to Israel. Armed conflicts with Hamas (since Oct-2023) and renewed Israel-Iran hostilities (Jun-2025) create potential disruptions, reserve-duty labor shortages and uninsured war-related losses.
• Economic boycotts or sanctions against Israel could hamper international growth.
• Investment entails dilution, market, and execution risks typical of shelf offerings.

Impact for investors: The filing provides financing flexibility to support growth initiatives but introduces potential dilution. Investors should monitor subsequent prospectus supplements for exact security types, pricing, and covenant terms, and weigh them against the heightened geopolitical and operating risks detailed in the “Risk Factors.”

Positive

• $150 M shelf registration provides flexible, multi-instrument access to capital for growth and working capital.
• Diversified revenue mix by geography and sector with no customer above 9.3 %, lowering concentration risk.
• Established relationships with premier OEMs (e.g., Boeing, Mercedes, Ferrari) validate technology and support future orders.

Negative

• Potential dilution—new equity issuance could nearly double outstanding shares at current prices.
• Heightened geopolitical risk due to ongoing Israel–Hamas conflict and June 2025 Israel–Iran hostilities, potentially disrupting operations.
• Reduced disclosure from EGC and foreign private issuer status may limit transparency for U.S. investors.

Insights

Equity Capital Markets Analyst

TL;DR Shelf gives Gauzy $150 M funding headroom but raises dilution and market-timing questions.

The universal shelf markedly enhances liquidity options for an R&D-intensive, early-stage issuer like Gauzy. At the last close ($8.13) the authorized shelf equates to ~18.5 M shares if issued as equity, potentially doubling the float. Management positions proceeds for capacity expansion and technology development, sensible uses that could accelerate adoption across aerospace and ADAS verticals. However, investors face dilution risk and limited visibility on issuance timing or pricing. Gauzy’s EGC and foreign-issuer status reduce disclosure frequency, which may widen the information gap between raises. Net impact: strategically positive yet valuation-dependent.

Geopolitical Risk Specialist

TL;DR Israel–Iran escalation represents a material operational threat despite diverse facilities.

The prospectus devotes extensive space to regional conflict. June 2025 missile exchanges between Israel and Iran compound the security overhang from the October 2023 Hamas war. While production remains uninterrupted, compulsory reserve duty and travel restrictions could strain skilled labor and supply chains with little insurance cover. Boycott movements and Red Sea shipping disruptions also heighten logistical costs. Investors must discount possible earnings volatility and delayed projects even if capital becomes available via the shelf. Absent de-escalation, the war risk partially offsets financing flexibility.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SMITH BARRY M

(Last) (First) (Middle)

29222 RANCHO VIEJO ROAD

SUITE 127

(Street)

SAN JUAN CAPISTRANO CA 92675

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ENSIGN GROUP, INC [ ENSG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2025		S(1)		700	D	$153.48	27,852	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted on July 31, 2024.

Remarks:

	/s/ Chad A. Keetch, as power of attorney	07/03/2025
	** 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 4 (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.

FAQ

What is Gauzy Ltd.’s (GAUZ) Form F-3 shelf amount?

The company may issue up to $150,000,000 of securities over time.

Which securities can GAUZ sell under this shelf registration?

Ordinary shares, warrants, debt securities, subscription rights and/or units, in any combination.

How will Gauzy use the net proceeds from future offerings?

For general corporate purposes such as production expansion, R&D, marketing, working capital and other operating expenses.

How many shares are currently outstanding for GAUZ?

18,742,093 ordinary shares were issued and outstanding as of 26 June 2025.

What geopolitical risks does Gauzy highlight?

Ongoing conflicts involving Israel—most recently June 2025 Israel–Iran hostilities—may disrupt operations and are largely uninsured.

What advantages does Gauzy gain from emerging growth company status?

It can provide reduced financial disclosures, forego auditor attestation of internal controls, and phase in new accounting standards more slowly.

Where are Gauzy’s ordinary shares listed and what was the last closing price?

Shares trade on the Nasdaq Global Market under “GAUZ,” closing at $8.13 on 1 July 2025.