Carmel Liron details Polyrizon (PLRZ) restricted share ownership and vesting

Rhea-AI Filing Summary

Polyrizon Ltd. director Carmel Liron filed an initial ownership report showing restricted ordinary share awards rather than new market transactions. Liron holds 2 restricted ordinary shares that vest in 7 equal quarterly installments beginning on April 30, 2026, subject to continued service. An additional 4,167 ordinary shares are reported, of which 1,042 are already vested and 3,125 are restricted shares vesting in 6 equal quarterly installments starting March 31, 2026, also contingent on continued service. Certain equity awards are held through a trustee to qualify for Israeli Section 102 tax benefits.

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^*

Carmel Liron

(Last) (First) (Middle)

C/O POLYRIZON LTD.

9 HAPNINA STREET

(Street)

RAANANA 4321546

(City) (State) (Zip)

UNITED STATES

(Country)

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

3. Issuer Name and Ticker or Trading Symbol
Polyrizon Ltd. [ PLRZ ]

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	2(1)(3)	D
Ordinary Shares	4,167(2)(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. These ordinary shares represent restricted ordinary shares, which vest in 7 equal quarterly installments on a quarterly basis beginning on April 30, 2026, subject to the Reporting Person's continued service.

2. These ordinary shares represent restricted ordinary shares, of which (1) 1,042 ordinary shares are vested and (2) 3,125 restricted ordinary shares vest in 6 equal quarterly installments on a quarterly basis beginning on March 31, 2026, subject to the Reporting Person's continued service.

3. To qualify for certain tax benefits under Section 102 of the Israeli Tax Ordinance, securities issued to an employee in connection with the Polyrizon Ltd. Amended and Restated Equity Incentive Plan must be registered in the name of a trustee.

	/s/ Liron Carmel	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.
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 3: SEC 1473 (03-26)

FAQ

What does Carmel Liron report owning in Polyrizon (PLRZ) on this Form 3?

Carmel Liron reports ownership of ordinary shares in Polyrizon (PLRZ), primarily as restricted share awards. These include a small grant vesting over seven quarters and a larger grant partly vested and partly vesting over six quarters, all conditioned on continued service.

How do Carmel Liron’s restricted shares in Polyrizon (PLRZ) vest over time?

Liron holds 2 restricted ordinary shares vesting in 7 equal quarterly installments beginning April 30, 2026. A further 3,125 restricted ordinary shares vest in 6 equal quarterly installments starting March 31, 2026, with vesting dependent on continued service at Polyrizon.

Are there any fully vested Polyrizon (PLRZ) shares reported by Carmel Liron?

Yes. Of the 4,167 ordinary shares reported, 1,042 ordinary shares are already vested. The remaining 3,125 shares are restricted and will vest in six equal quarterly installments beginning March 31, 2026, assuming ongoing service with the company.

Does this Polyrizon (PLRZ) Form 3 show any insider buying or selling by Carmel Liron?

No explicit insider buying or selling is shown. The Form 3 records initial holdings, mainly restricted share awards with specified vesting schedules. Transaction codes and directions are marked as unknown, indicating this is a holdings disclosure rather than a trade report.

Why are some of Carmel Liron’s Polyrizon (PLRZ) securities held by a trustee?

Certain securities are registered in a trustee’s name to qualify for Israeli Section 102 tax benefits. Under this regime, equity awards granted under the Polyrizon Ltd. Amended and Restated Equity Incentive Plan must be held by a trustee to obtain favorable tax treatment.

What conditions apply to the vesting of Carmel Liron’s Polyrizon (PLRZ) restricted shares?

All restricted ordinary shares vest only if Carmel Liron continues serving Polyrizon. The 2-share grant vests over seven quarters from April 30, 2026, and the 3,125-share grant over six quarters from March 31, 2026, both contingent on continued service.