Director at NeuroSense (NASDAQ: NRSN) discloses equity awards and vesting

Rhea-AI Filing Summary

NeuroSense Therapeutics Ltd. director Golan Roy filed an initial Form 3 reporting his beneficial ownership of Ordinary Shares. This filing establishes his starting equity position as an insider of the company.

Footnotes indicate that certain restricted shares were granted under NeuroSense’s 2018 Share Incentive Plan and are held through a trustee to qualify for Israeli Section 102 tax benefits. These restricted shares are scheduled to vest on December 30, 2026 and January 30, 2027, subject to his continued service, with potential accelerated vesting if a specified business milestone described in his restricted share agreements is achieved.

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Golan Roy

(Last) (First) (Middle)

C/O NEUROSENSE THERAPEUTICS LTD.

11 HAMENOFIM STREET, BUILDING B

(Street)

HERZLIYA 4672562

(City) (State) (Zip)

ISRAEL

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
NeuroSense Therapeutics Ltd. [ NRSN ]

3a. Foreign Trading Symbol

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

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

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

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares(1)	24,000	D
Ordinary Shares(1)(2)	60,000(2)	D
Ordinary Shares(1)(3)	76,844(3)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. To qualify for certain tax benefits under Section 102 of the Israeli Tax Ordinance, securities issued to an employee or director in connection with the Issuer's 2018 Share Incentive Plan must be registered in the name of a trustee.

2. These restricted shares vest on December 30, 2026, subject to the Reporting Person's continued service to the Issuer as of such vesting date, provided that, the vesting of these restricted shares will accelerate, and the shares will become fully vested and exercisable, upon and subject to the achievement of a certain business milestone as set forth in the restricted share agreement between the Issuer and the Reporting Person.

3. These restricted shares vest on January 30, 2027, subject to the Reporting Person's continued service to the Issuer as of such vesting date, provided that, the vesting of these restricted shares will accelerate, and the shares will become fully vested and exercisable, upon and subject to the achievement of a certain business milestone as set forth in the restricted share agreement between the Issuer and the Reporting Person.

	/s/ Roy Golan	03/18/2026
	** 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 5 (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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* Form 3: SEC 1473 (03-26)

FAQ

What does Golan Roy’s Form 3 filing for NeuroSense (NRSN) show?

The Form 3 shows that director Golan Roy has an initial beneficial ownership position in NeuroSense Ordinary Shares. It also discloses that part of his equity consists of restricted shares granted under the 2018 Share Incentive Plan with future vesting dates.

Who is the reporting person on NeuroSense (NRSN) this Form 3?

The reporting person is Golan Roy, identified as a director of NeuroSense Therapeutics Ltd. The filing records his status as a company insider and outlines his equity interests, including restricted shares subject to vesting and potential accelerated vesting conditions.

What type of securities does Golan Roy report holding in NeuroSense (NRSN)?

Golan Roy reports beneficial ownership of Ordinary Shares of NeuroSense Therapeutics Ltd. Some of these are restricted shares issued under the company’s 2018 Share Incentive Plan, subject to trustee holding arrangements and specific vesting schedules and milestones.

When do Golan Roy’s restricted NeuroSense (NRSN) shares vest?

The filing states that certain restricted shares are scheduled to vest on December 30, 2026 and January 30, 2027. Vesting requires continued service to NeuroSense and may accelerate if a defined business milestone in the restricted share agreements is achieved.

Why are some of Golan Roy’s NeuroSense (NRSN) shares held by a trustee?

The filing explains that, under Israeli Section 102 tax rules, securities issued to an employee or director under the 2018 Share Incentive Plan must be registered in a trustee’s name. This structure is used so the awards can qualify for specified Israeli tax benefits.

What conditions could accelerate vesting of Golan Roy’s NeuroSense (NRSN) restricted shares?

The restricted shares may become fully vested and exercisable if a specified business milestone is achieved. That milestone, described in his restricted share agreements with NeuroSense, triggers accelerated vesting in addition to the standard time-based vesting dates.