Form 4: Zakai Shlomo reports acquisition/exercise transactions in NITO

Rhea-AI Filing Summary

Zakai Shlomo reported acquisition or exercise transactions in a Form 4 filing for NITO. The filing lists transactions totaling 50,000 shares. Following the reported transactions, holdings were 64,778 shares.

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

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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^*

Zakai Shlomo

(Last) (First) (Middle)

12 LEVI ESHKOL ST'9

(Street)

GIVAAT SHMUEL L3 5442523

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
N2OFF, Inc. [ NITO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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
Restricted Shares of Common Stock	02/09/2026		A		50,000(1)	A	$0	64,778	I	By Trust

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. These restricted shares of common were issued to the Reporting Person in accordance with the Save Foods, Inc. 2022 Share Incentive Plan.

	/s/ Shlomo Zakai	02/11/2026
	** 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.
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FAQ

What insider transaction did N2OFF (NITO) disclose for Shlomo Zakai?

N2OFF disclosed an equity grant to controller Shlomo Zakai. On 02/09/2026, a trust associated with him received 50,000 restricted shares of common stock as a grant under an incentive plan, rather than through an open-market buy transaction.

How many N2OFF (NITO) shares does the trust associated with Shlomo Zakai now hold?

The trust associated with Shlomo Zakai now holds 64,778 shares. Following the 50,000-share restricted stock grant, the filing shows total indirectly beneficially owned common shares of 64,778, reflecting Zakai’s equity exposure through the trust structure.

Was the N2OFF (NITO) insider transaction a purchase or a grant?

The insider transaction was a grant of restricted shares. The Form 4 uses transaction code “A” for a grant, award, or other acquisition, indicating compensation-based issuance instead of a cash purchase in the open market.

At what price were the N2OFF (NITO) restricted shares granted to Shlomo Zakai’s trust?

The 50,000 restricted shares were granted at $0 per share. The filing lists a transaction price of zero, consistent with stock-based compensation awards issued under a share incentive plan rather than a market transaction.

How is ownership of the N2OFF (NITO) shares reported for Shlomo Zakai?

The shares are reported as indirectly owned through a trust. The Form 4 marks ownership type as indirect with the notation “By Trust,” indicating his beneficial interest is held via a trust rather than directly in his own name.

Under what plan were the N2OFF (NITO) restricted shares issued to Shlomo Zakai?

The restricted shares were issued under the Save Foods, Inc. 2022 Share Incentive Plan. The footnote explains that the 50,000 restricted common shares granted to the reporting person’s trust were awarded in accordance with that share incentive plan’s terms.