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Entera Bio grants new stock options to CEO

Entera Bio Ltd. granted its Chief Executive Officer, Miranda Jayne Toledano, two stock option awards reported as derivative acquisitions on August 7, 2026.

(Neutral)
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Form Type
4

Rhea-AI Filing Summary

Entera Bio Ltd. granted its Chief Executive Officer, Miranda Jayne Toledano, two stock option awards reported as derivative acquisitions on August 7, 2026. One award covers 500,000 ordinary shares at a $1.37 exercise price expiring on May 6, 2036; the other covers 200,000 shares at $2.81 expiring on August 7, 2036.

The 500,000-share grant was approved by the board and shareholders in 2026 and vests over three years beginning May 7, 2026, with one-third vesting on May 7, 2027 and full acceleration upon a Change in Control under the 2018 Equity Incentive Plan. The 200,000-share grant was originally approved in 2022, became effective after a July 2026 financing transaction that funded a Phase 3 trial, and vests over four years starting August 7, 2026, with 25% vesting on the first anniversary and the balance vesting quarterly.

Positive

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Negative

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Insider Toledano Miranda Jayne
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Stock Option (right to buy) F1 500,000 $0.00 $0.00
Grant/Award Stock Option (right to buy) F2 200,000 $0.00 $0.00
Holdings After Transaction: Stock Option (right to buy) — 700,000 contracts (Direct)
Footnotes (2)
  1. F1. Represents a grant of options to purchase ordinary shares. This grant of options was approved by the Board of Directors (the "Board") of Entera Bio Ltd. (the "Company") on May 7, 2026, subject to (i) approval by the Company's shareholders, which was obtained on July 14, 2026 and (ii) the filing by the Company of a Registration Statement on Form S-8 registering the ordinary shares underlying the option grant, which occurred on August 7, 2026. The options vest over a three year period which began on May 7, 2026, with one third of the options vesting on May 7, 2027 and the remaining two-thirds vesting ratably on a quarterly basis over the remaining two-year period, subject to full acceleration upon a Change in Control (as defined in the Company's 2018 Equity Incentive Plan (the "Plan")).
  2. F2. Represents a grant of options to purchase ordinary shares. This grant of options was originally approved by the Board on July 15, 2022, subject to (i) approval by the Company's shareholders, which was obtained on September 7, 2022, (ii) the occurrence of a Triggering Event (as defined and specified in Ms. Toledano's employment agreement), which was satisfied upon the Company obtaining the necessary resources to fund its Phase 3 trial through the consummation of the Company's July 2026 financing transaction, and (iii) the filing by the Company of a Registration Statement on Form S-8 registering the ordinary shares underlying the option grant, which occurred on August 7, 2026. The options vest over a four-year period that commenced on August 7, 2026, with 25% of the options vesting on the first anniversary of the vesting commencement date. The remaining options vest ratably on a quarterly basis over the remaining three-year period.
CEO option grant size 1 500,000 options Stock option grant to CEO with $1.37 exercise price on August 7, 2026
CEO option grant size 2 200,000 options Stock option grant to CEO with $2.81 exercise price on August 7, 2026
Exercise price grant 1 $1.37 per share Conversion or exercise price for 500,000 stock options expiring May 6, 2036
Exercise price grant 2 $2.81 per share Conversion or exercise price for 200,000 stock options expiring August 7, 2036
Expiration date grant 1 May 6, 2036 Expiration for 500,000 CEO stock options at $1.37 exercise price
Expiration date grant 2 August 7, 2036 Expiration for 200,000 CEO stock options at $2.81 exercise price
Initial vesting grant 1 May 7, 2027 One-third of 500,000 options vest on this date under three-year schedule
Initial vesting grant 2 25% after one year First tranche of 200,000 options vests on first anniversary of August 7, 2026
Change in Control regulatory
"subject to full acceleration upon a Change in Control (as defined in the Company's 2018"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Registration Statement on Form S-8 regulatory
"filing by the Company of a Registration Statement on Form S-8 registering the ordinary shares"
A registration statement on Form S-8 is the U.S. Securities and Exchange Commission filing companies use to register shares they intend to grant to employees, directors, consultants or benefit plans under stock compensation programs. It matters to investors because it signals potential issuance of new shares tied to pay and incentives, which can increase the total shares outstanding — like adding more slices to a pie — reducing each existing share’s ownership and potentially affecting earnings per share and stock value.
Triggering Event regulatory
"subject to (i) approval by the Company's shareholders ... (ii) the occurrence of a Triggering Event"
Phase 3 trial medical
"satisfied upon the Company obtaining the necessary resources to fund its Phase 3 trial"
A Phase 3 trial is a large, late-stage test of a new drug or medical treatment done on many people to make sure it really works and is safe. For investors, it matters because a successful Phase 3 usually means the company can ask regulators to sell the product and could earn lots of money, while failure can sharply reduce the company’s value.
2018 Equity Incentive Plan financial
"Change in Control (as defined in the Company's 2018 Equity Incentive Plan (the "Plan"))"

FAQ

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

What stock option grants did Entera Bio (ENTX) report for its CEO?

Entera Bio reported that CEO Miranda Jayne Toledano received 500,000 stock options at a $1.37 exercise price and an additional 200,000 options at $2.81. Both awards are stock options on ordinary shares and were recorded as derivative acquisitions on August 7, 2026.

How do the new Entera Bio (ENTX) CEO option grants vest?

The 500,000-option grant vests over three years from May 7, 2026, with one-third vesting on May 7, 2027 and the rest quarterly. The 200,000-option grant vests over four years from August 7, 2026, with 25% vesting after one year and the remainder vesting quarterly.

What are the exercise prices and expirations of the Entera Bio (ENTX) CEO options?

One grant covers 500,000 options with a $1.37 exercise price expiring on May 6, 2036. The second grant covers 200,000 options with a $2.81 exercise price expiring on August 7, 2036. Both relate to ordinary shares of Entera Bio Ltd.

Were there any conditions for the Entera Bio (ENTX) CEO option grants?

Yes. Both grants required board and shareholder approvals and the filing of a Form S-8 registration. The 200,000-option grant also depended on a Triggering Event, satisfied when Entera Bio secured resources to fund its Phase 3 trial via a July 2026 financing transaction.

What is the Change in Control treatment for Entera Bio (ENTX) CEO options?

The 500,000-option grant provides for full vesting acceleration upon a Change in Control, as defined in Entera Bio’s 2018 Equity Incentive Plan. This means any unvested options from that grant would vest in full if such a corporate change occurs, subject to the plan’s definition.

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

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SEC Form 4
FORM 4UNITED 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).
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*
Toledano Miranda Jayne

(Last)(First)(Middle)
KIRYAT HADASSAH
MINRAV BUILDING, 5TH FLOOR

(Street)
JERUSALEM9112002

(City)(State)(Zip)

ISRAEL

(Country)
2. Issuer Name and Ticker or Trading Symbol
Entera Bio Ltd. [ ENTX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy)$1.3708/07/2026A500,000 (1)05/06/2036Ordinary Shares, par value NIS 0.0000769 per share500,000$0500,000D
Stock Option (right to buy)$2.8108/07/2026A200,000 (2)08/07/2036Ordinary Shares, par value NIS 0.0000769 per share200,000$0200,000D
Explanation of Responses:
1. Represents a grant of options to purchase ordinary shares. This grant of options was approved by the Board of Directors (the "Board") of Entera Bio Ltd. (the "Company") on May 7, 2026, subject to (i) approval by the Company's shareholders, which was obtained on July 14, 2026 and (ii) the filing by the Company of a Registration Statement on Form S-8 registering the ordinary shares underlying the option grant, which occurred on August 7, 2026. The options vest over a three year period which began on May 7, 2026, with one third of the options vesting on May 7, 2027 and the remaining two-thirds vesting ratably on a quarterly basis over the remaining two-year period, subject to full acceleration upon a Change in Control (as defined in the Company's 2018 Equity Incentive Plan (the "Plan")).
2. Represents a grant of options to purchase ordinary shares. This grant of options was originally approved by the Board on July 15, 2022, subject to (i) approval by the Company's shareholders, which was obtained on September 7, 2022, (ii) the occurrence of a Triggering Event (as defined and specified in Ms. Toledano's employment agreement), which was satisfied upon the Company obtaining the necessary resources to fund its Phase 3 trial through the consummation of the Company's July 2026 financing transaction, and (iii) the filing by the Company of a Registration Statement on Form S-8 registering the ordinary shares underlying the option grant, which occurred on August 7, 2026. The options vest over a four-year period that commenced on August 7, 2026, with 25% of the options vesting on the first anniversary of the vesting commencement date. The remaining options vest ratably on a quarterly basis over the remaining three-year period.
/s/ Dana Yaacov-Garbeli, Attorney-in-Fact08/07/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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