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Oramed swaps science chief's options for 208,125 shares

The Chief Scientific Officer’s separate plan award vests 40% on the grant date, with the remaining 60% in quarterly installments tied to continued service.

(Neutral)
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Form Type
4

Rhea-AI Filing Summary

ORAMED Pharmaceuticals (ORMP) canceled all outstanding stock options held by Chief Scientific Officer and director Miriam Kidron on September 24, 2026, under an option exchange program. In exchange, she received a 208,125-share restricted stock award that fully vested upon grant, valued at $4.75 per share, the September 22, 2026 closing price; the award equaled the canceled options’ aggregate Black-Scholes value. She also received a separate 209,291-share award under the Amended and Restated 2019 Stock Incentive Plan: 40% vested on the grant date, with the remaining 60% vesting in eight substantially equal quarterly installments over 24 months, subject to continued service. Unvested shares are subject to forfeiture. No Rule 10b5-1 plan is reported.

Positive

  • None.

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Insider Kidron Miriam
Role Chief Scientific Officer
Type Security Shares Price Value
Disposition Stock option (right to buy) F1, F3 104,000 -- --
Disposition Stock option (right to buy) F1, F4 100,000 -- --
Disposition Stock option (right to buy) F1, F5 69,999 -- --
Disposition Stock option (right to buy) F1, F6 47,000 -- --
Disposition Stock option (right to buy) F1, F7 100,000 -- --
Disposition Stock option (right to buy) F1, F8 72,000 -- --
Grant/Award Common Stock F1 208,125 -- --
Grant/Award Common Stock F2 209,291 -- --
Holdings After Transaction: Stock option (right to buy) — 0 contracts (Direct); Common Stock — 1,550,554 shares (Direct)
Footnotes (8)
  1. F1. On September 24, 2026, the issuer canceled all outstanding stock options held by the reporting person pursuant to an option exchange program approved by the Compensation Committee of the issuer's Board of Directors. In exchange for the canceled options, the reporting person received a restricted stock award of an aggregate of 208,125 shares, which fully vested upon grant, valued at $4.75 per share (the closing price on September 22, 2026), equal to the aggregate Black-Scholes value of the canceled options. The option cancellation and restricted stock grant were each approved in advance by a committee of non-employee directors.
  2. F2. On September 24, 2026, the issuer granted to the reporting person a restricted stock award of an aggregate of 209,291 shares pursuant to the issuer's Amended and Restated 2019 Stock Incentive Plan (the "Plan"). The restricted stock vests as to forty percent (40%) on the date of grant and as to the remaining sixty percent (60%) in eight (8) substantially equal quarterly installments over the twenty-four (24) month period following the date of grant, subject to the reporting person's continued service with the issuer. Unvested shares are subject to forfeiture in accordance with the terms of the applicable award agreement and the Plan.
  3. F3. The canceled option provided for vesting in 4 equal installments of 26,000 on each of December 31, 2019, December 31, 2020, December 31, 2021 and December 31, 2022.
  4. F4. The canceled option provided for vesting in 4 equal installments as follows: 25,000 shall vest on each of December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023.
  5. F5. The canceled option provided for vesting in 3 equal installments of 23,333 on each of December 31, 2017, December 31, 2018 and December 31, 2019.
  6. F6. The canceled option provided for vesting in 4 equal installments of 11,750 on each of January 1, 2019, January 1, 2020, January 1, 2021 and January 1, 2022.
  7. F7. The canceled option provided for vesting in 4 equal installments as follows: 25,000 shall vest on each of December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
  8. F8. The canceled option provided for vesting in 4 equal installments as follows: 18,000 shall vest on each of January 1, 2023, January 1, 2024, January 1, 2025 and January 1, 2026.
Exchange restricted stock award 208,125 shares Fully vested upon grant on September 24, 2026
Award valuation $4.75 per share Closing price on September 22, 2026; exchange award valuation
Separate plan award 209,291 shares Granted under the Amended and Restated 2019 Stock Incentive Plan
Canceled-option exercise prices $3.16, $4.80, $7.77, $8.14, $10.40 and $13.89 per share Exercise prices for the canceled option tranches
Grant-date vesting 40% Separate plan award
Remaining vesting 60% Separate plan award, in eight substantially equal quarterly installments over 24 months
Quarterly vesting installments 8 installments Substantially equal installments over 24 months
Vesting period 24 months Period following the grant date for the remaining 60% of the separate plan award
option exchange program financial
"pursuant to an option exchange program approved by the Compensation Committee"
Black-Scholes value financial
"equal to the aggregate Black-Scholes value of the canceled options"
restricted stock award financial
"received a restricted stock award of an aggregate of 208,125 shares"
A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.
Amended and Restated 2019 Stock Incentive Plan financial
"pursuant to the issuer's Amended and Restated 2019 Stock Incentive Plan"
forfeiture financial
"Unvested shares are subject to forfeiture"

FAQ

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

How many restricted shares did ORMP grant its Chief Scientific Officer?

Miriam Kidron received two restricted stock awards on September 24, 2026: 208,125 shares in exchange for canceled options and a separate 209,291-share award under the 2019 Stock Incentive Plan. The first award fully vested upon grant; 40% of the separate award vested on the grant date. No Rule 10b5-1 plan is reported.

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*
Kidron Miriam

(Last)(First)(Middle)
1185 AVENUE OF THE AMERICAS
THIRD FLOOR

(Street)
NEW YORK NEW YORK 10036

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
ORAMED PHARMACEUTICALS INC. [ ORMP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Scientific Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/24/2026
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
Common Stock09/24/2026A208,125A(1)1,341,263D
Common Stock09/24/2026A209,291A(2)1,550,554D
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)$3.1609/24/2026D104,000 (3)09/11/2029Common Stock104,000(1)0D
Stock option (right to buy)$4.809/24/2026D100,000 (4)01/08/2030Common Stock100,000(1)0D
Stock option (right to buy)$7.7709/24/2026D69,999 (5)06/30/2027Common Stock69,999(1)0D
Stock option (right to buy)$8.1409/24/2026D47,000 (6)01/31/2028Common Stock47,000(1)0D
Stock option (right to buy)$10.409/24/2026D100,000 (7)02/03/2031Common Stock100,000(1)0D
Stock option (right to buy)$13.8909/24/2026D72,000 (8)01/03/2032Common Stock72,000(1)0D
Explanation of Responses:
1. On September 24, 2026, the issuer canceled all outstanding stock options held by the reporting person pursuant to an option exchange program approved by the Compensation Committee of the issuer's Board of Directors. In exchange for the canceled options, the reporting person received a restricted stock award of an aggregate of 208,125 shares, which fully vested upon grant, valued at $4.75 per share (the closing price on September 22, 2026), equal to the aggregate Black-Scholes value of the canceled options. The option cancellation and restricted stock grant were each approved in advance by a committee of non-employee directors.
2. On September 24, 2026, the issuer granted to the reporting person a restricted stock award of an aggregate of 209,291 shares pursuant to the issuer's Amended and Restated 2019 Stock Incentive Plan (the "Plan"). The restricted stock vests as to forty percent (40%) on the date of grant and as to the remaining sixty percent (60%) in eight (8) substantially equal quarterly installments over the twenty-four (24) month period following the date of grant, subject to the reporting person's continued service with the issuer. Unvested shares are subject to forfeiture in accordance with the terms of the applicable award agreement and the Plan.
3. The canceled option provided for vesting in 4 equal installments of 26,000 on each of December 31, 2019, December 31, 2020, December 31, 2021 and December 31, 2022.
4. The canceled option provided for vesting in 4 equal installments as follows: 25,000 shall vest on each of December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023.
5. The canceled option provided for vesting in 3 equal installments of 23,333 on each of December 31, 2017, December 31, 2018 and December 31, 2019.
6. The canceled option provided for vesting in 4 equal installments of 11,750 on each of January 1, 2019, January 1, 2020, January 1, 2021 and January 1, 2022.
7. The canceled option provided for vesting in 4 equal installments as follows: 25,000 shall vest on each of December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
8. The canceled option provided for vesting in 4 equal installments as follows: 18,000 shall vest on each of January 1, 2023, January 1, 2024, January 1, 2025 and January 1, 2026.
/s/ Miriam Kidron09/25/2026
** 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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