Dagi Ben-Noon reports 5.2% stake in Inspira Technologies (IINN) via RSUs/options

Rhea-AI Filing Summary

Inspira Technologies OXY B.H.N. Ltd reports a 5.2% beneficial ownership stake held by Dagi Ben-Noon. The reporting person beneficially owns 2,297,730 ordinary shares as of 12/31/2025, comprised of 326,739 shares, 1,913,832 RSUs vested or vesting within 60 days, and 57,159 options exercisable within 60 days. The percentage is based on 43,916,997 outstanding ordinary shares.

Insights

Equity Ownership Analyst

Beneficial ownership disclosure shows a >5% stake with near-term vesting.

The filing lists 2,297,730 ordinary shares beneficially owned as of 12/31/2025, including 1,913,832 restricted stock units vesting within 60 days and 57,159 options exercisable within 60 days. This ties the reported stake to instruments that may convert to voting shares shortly.

Timing-related clauses are explicit: vesting and exercise windows reference 12/31/2025. Holder intentions or sales are not stated; subsequent filings would show any transactions.

Corporate Governance Specialist

Disclosure clarifies voting and dispositive power is sole and complete for the reporting person.

The statement records sole voting power and sole dispositive power over all 2,297,730 shares, with no shared powers reported. The percentage ownership is calculated from 43,916,997 outstanding shares.

As a Schedule 13G/A amendment, this is an ownership update; it does not indicate purchases or dispositions in this excerpt.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Inspira Technologies OXY B.H.N. Ltd

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

12/31/2025

(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)

SCHEDULE 13G

CUSIP Number(s):

1

Names of Reporting Persons

Ben-Noon Dagi Shahar

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 2,297,730.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,297,730.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,297,730.00

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)

5.2 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The beneficial ownership of the Reporting Person consists of (i) 326,739 ordinary shares, (ii) 1,913,832 ordinary shares vested or which will vest within the next 60 days pursuant to issued and outstanding restricted stock units, and (iii) 57,159 ordinary shares issuable upon the exercise of options within 60 days of December 31, 2025. The percentage above is based on 43,916,997 outstanding shares of issuer's ordinary shares.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Inspira Technologies OXY B.H.N. Ltd
(b)	Address of issuer's principal executive offices: 2 Ha-Tidhar St. Ra'anana, 4366504 Israel
Item 2.
(a)	Name of person filing: This Statement is filed on behalf of Dagi Ben-Noon.
(b)	Address or principal business office or, if none, residence: The address of the Reporting Persons is: c/o Inspira Technologies Oxy B.H.N. Ltd. 2 Ha-Tidhar St. Ra'anana, 4366504 Israel
(c)	Citizenship: Dagi Ben-Noon is a citizen of the State of Israel.
(d)	Title of class of securities: Ordinary Shares
(e)	CUSIP No.: M53637100
Item 4.	Ownership
(a)	Amount beneficially owned: 2,297,730 ordinary shares
(b)	Percent of class: 5.2 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 2,297,730 ordinary shares
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 2,297,730 ordinary shares
	(iv) Shared power to dispose or to direct the disposition of: 0
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:
	Not Applicable

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.

Ben-Noon Dagi Shahar

Signature:	/s/ Dagi Ben-Noon
Name/Title:	Dagi Ben-Noon
Date:	03/05/2026

FAQ

What stake does Dagi Ben-Noon report in Inspira Technologies (IINN)?

Dagi Ben-Noon reports beneficial ownership of 2,297,730 ordinary shares (5.2%). This figure is based on 43,916,997 outstanding ordinary shares and includes shares, RSUs, and options tied to 12/31/2025.

How is the 2,297,730 share total composed in the filing for IINN?

The total comprises 326,739 ordinary shares, 1,913,832 restricted stock units vesting within 60 days, and 57,159 options exercisable within 60 days of 12/31/2025. Those instruments sum to the reported beneficial ownership.

Does the filing state who holds voting or dispositive power for these IINN shares?

Yes. The filing states the reporting person has sole voting power and sole dispositive power over 2,297,730 ordinary shares. No shared voting or dispositive powers are reported in this amendment.

What outstanding share count does the 5.2% ownership percentage use for IINN?

The percentage is calculated using 43,916,997 outstanding ordinary shares. That figure is explicitly cited in the filing as the base for the 5.2% ownership calculation.