Entera Bio (NASDAQ: ENTX) CEO swaps cash for stock-settled RSUs

Q: Are the Entera Bio (ENTX) CEO RSUs linked to a Change in Control?

Yes. Both RSU grants are subject to full acceleration upon a Change in Control , as that term is defined in Entera Bio’s 2018 Equity Incentive Plan. This means all unvested units would vest if such a transaction occurs.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Toledano Miranda Jayne reported acquisition or exercise transactions in this Form 4 filing.

Entera Bio Ltd. reported that CEO Toledano Miranda Jayne received two grants of stock-settled restricted stock units representing 72,993 and 347,567 ordinary shares on July 14, 2026. The awards were approved by the board on May 7, 2026 and by shareholders on July 14, 2026.

One grant was awarded in lieu of her 2025 annual cash bonus, and the other in lieu of $100,000 of her 2026 base salary. Both RSU grants vest ratably on a quarterly basis over a one-year period that began on May 1, 2026, with full acceleration upon a Change in Control under the company’s 2018 Equity Incentive Plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Toledano Miranda Jayne

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Ordinary Shares, par value NIS 0.0000769 per share	347,567	$0.00	--
Grant/Award	Ordinary Shares, par value NIS 0.0000769 per share	72,993	$0.00	--

Holdings After Transaction: Ordinary Shares, par value NIS 0.0000769 per share — 774,142 shares (Direct)

Footnotes (1)

Represent a grant of stock-settled restricted stock units. This grant of stock-settled restricted stock units was approved by the Board of Directors (the "Board") of Entera Bio Ltd. (the "Company") on May 7, 2026, subject to approval by the Company's shareholders, which was obtained on July 14, 2026. This grant was awarded to the Reporting Person in lieu of the Reporting Person's 2025 annual cash bonus. The restricted stock units vest ratably on a quarterly basis over a one-year period that began on May 1, 2026, subject to full acceleration upon a Change in Control (as defined in the Company's 2018 Equity Incentive Plan (the "Plan")). Represent a grant of stock-settled restricted stock units. This grant of stock-settled restricted stock units was approved by the Board on May 7, 2026, subject to approval by the Company's shareholders, which was obtained on July 14, 2026. This grant was awarded to the Reporting Person in lieu of $100,000 the Reporting Person is entitled to under the Reporting Person's base salary for 2026. The restricted stock units vest ratably on a quarterly basis over a one-year period that began on May 1, 2026, subject to full acceleration upon a Change in Control (as defined in the Plan).

Key Figures

RSU grant size (bonus in lieu): 72,993 shares RSU grant size (salary in lieu): 347,567 shares Base salary replaced by RSUs: $100,000 +2 more

5 metrics

RSU grant size (bonus in lieu) 72,993 shares Stock-settled RSUs granted on July 14, 2026 in lieu of 2025 annual cash bonus

RSU grant size (salary in lieu) 347,567 shares Stock-settled RSUs granted on July 14, 2026 in lieu of 2026 base salary component

Base salary replaced by RSUs $100,000 Portion of 2026 base salary the CEO is entitled to that is replaced by RSUs

Shares after one reported grant 847,135 shares Total ordinary shares reported as directly owned following one acquisition entry on July 14, 2026

Shares after other reported grant 774,142 shares Total ordinary shares reported as directly owned following the other acquisition entry on July 14, 2026

Key Terms

stock-settled restricted stock units, Change in Control, 2018 Equity Incentive Plan

3 terms

stock-settled restricted stock units financial

"Represent a grant of stock-settled restricted stock units."

Change in Control financial

"subject to full acceleration upon a Change in Control..."

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.

2018 Equity Incentive Plan financial

"as defined in the Company's 2018 Equity Incentive Plan..."

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/16/2026 - 04:06 PM Accepted by SEC EDGAR 07/16/2026 - 04:05 PM

FAQ

What equity awards did Entera Bio (ENTX) grant to its CEO?

Entera Bio granted CEO Toledano Miranda Jayne two stock-settled RSU awards representing 72,993 and 347,567 ordinary shares. These were approved by the board on May 7, 2026 and by shareholders on July 14, 2026 as part of her compensation package.

How do the new Entera Bio (ENTX) RSU grants affect the CEO’s cash compensation?

The RSU grants replace cash elements of the CEO’s pay: one award is in lieu of her 2025 annual cash bonus, and the other is in lieu of $100,000 of her 2026 base salary, shifting a portion of compensation into equity.

What are the vesting terms of the CEO’s RSUs at Entera Bio (ENTX)?

Both RSU grants vest ratably on a quarterly basis over a one-year period that began on May 1, 2026. The awards are subject to full vesting acceleration upon a Change in Control as defined in the company’s 2018 Equity Incentive Plan.

When were the Entera Bio (ENTX) CEO RSU grants approved?

The RSU grants were approved by Entera Bio’s board of directors on May 7, 2026, subject to shareholder approval. Shareholder approval was obtained on July 14, 2026, the same date as the Form 4-reported grant date.

Are the Entera Bio (ENTX) CEO RSUs linked to a Change in Control?

Yes. Both RSU grants are subject to full acceleration upon a Change in Control, as that term is defined in Entera Bio’s 2018 Equity Incentive Plan. This means all unvested units would vest if such a transaction occurs.

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).

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)

JERUSALEM

9112002

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares, par value NIS 0.0000769 per share	07/14/2026		A		347,567	A	$0.00⁽¹⁾	774,142	D
Ordinary Shares, par value NIS 0.0000769 per share	07/14/2026		A		72,993	A	$0.00⁽²⁾	847,135	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represent a grant of stock-settled restricted stock units. This grant of stock-settled restricted stock units was approved by the Board of Directors (the "Board") of Entera Bio Ltd. (the "Company") on May 7, 2026, subject to approval by the Company's shareholders, which was obtained on July 14, 2026. This grant was awarded to the Reporting Person in lieu of the Reporting Person's 2025 annual cash bonus. The restricted stock units vest ratably on a quarterly basis over a one-year period that began on May 1, 2026, subject to full acceleration upon a Change in Control (as defined in the Company's 2018 Equity Incentive Plan (the "Plan")).

2. Represent a grant of stock-settled restricted stock units. This grant of stock-settled restricted stock units was approved by the Board on May 7, 2026, subject to approval by the Company's shareholders, which was obtained on July 14, 2026. This grant was awarded to the Reporting Person in lieu of $100,000 the Reporting Person is entitled to under the Reporting Person's base salary for 2026. The restricted stock units vest ratably on a quarterly basis over a one-year period that began on May 1, 2026, subject to full acceleration upon a Change in Control (as defined in the Plan).

	/s/ Dana Yaacov-Garbeli, Attorney-in-Fact	07/16/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR