Polyrizon (PLRZ) director discloses vested and restricted share holdings

Rhea-AI Filing Summary

Polyrizon Ltd. director Vinokur Yehonatan Zalman has filed an initial ownership report of the company’s ordinary shares. The filing shows he holds both fully vested and restricted ordinary shares granted under the Polyrizon Ltd. Amended and Restated Equity Incentive Plan.

According to the disclosure, 521 ordinary shares are already vested, while 3,125 restricted ordinary shares are scheduled to vest in six equal quarterly installments beginning on March 31, 2026, subject to his continued service. Additional restricted ordinary shares are set to vest in seven equal quarterly installments beginning on April 30, 2026, also contingent on continued service.

The filing notes that, to qualify for certain tax benefits under Section 102 of the Israeli Tax Ordinance, equity awarded under the plan must be registered in the name of a trustee, which affects how these holdings are formally recorded.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Vinokur Yehonatan Zalman

Role Director

Type	Security	Shares	Price	Value
holding	Ordinary Shares	--	--	--
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Ordinary Shares — 2 shares (Direct)

Footnotes (1)

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. These ordinary shares represent restricted ordinary shares, of which (1) 521 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. 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.

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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^*

Vinokur Yehonatan Zalman

(Last) (First) (Middle)

C/O POLYRIZON LTD.

9 HAPNINA STREET

(Street)

RAANANA 4321546

(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
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	3,646(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) 521 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/ Yehonatan Zalman Vinokur	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 Polyrizon (PLRZ) director Vinokur Yehonatan Zalman report owning on this Form 3?

He reports ownership of Polyrizon ordinary shares, including both vested and restricted shares. The filing outlines current holdings granted under the company’s equity incentive plan and serves as his initial statement of beneficial ownership as a director.

How many Polyrizon (PLRZ) shares are already vested for the director?

The filing states that 521 ordinary shares are vested. These shares are part of a larger equity grant under Polyrizon’s Amended and Restated Equity Incentive Plan and are not subject to future vesting conditions, unlike the remaining restricted portion.

What is the vesting schedule for the 3,125 restricted Polyrizon (PLRZ) shares?

The 3,125 restricted ordinary shares vest in six equal quarterly installments starting on March 31, 2026. Vesting is explicitly conditioned on the director’s continued service with Polyrizon, meaning unvested shares could be forfeited if service ends early.

Are there additional restricted Polyrizon (PLRZ) shares with a different vesting schedule?

Yes. Another grant of restricted ordinary shares vests in seven equal quarterly installments beginning on April 30, 2026. As with the other grant, vesting remains subject to the reporting person’s continued service with Polyrizon throughout the vesting period.

Why are Polyrizon (PLRZ) equity awards registered in the name of a trustee?

To qualify for certain Israeli tax benefits under Section 102, securities issued to employees under Polyrizon’s equity plan must be registered in a trustee’s name. This structure is intended to meet specific tax rules while still reflecting the employee’s beneficial interest.

Does this Polyrizon (PLRZ) Form 3 show any share purchases or sales?

No purchases or sales are indicated. The Form 3 functions as an initial ownership statement, listing existing vested and restricted ordinary shares held by the director rather than reporting new buy or sell transactions in the company’s stock.