[Form 4] Pluri Inc. Insider Trading Activity

Rhea-AI Filing Summary

Offering overview: Morgan Stanley Finance LLC, guaranteed by Morgan Stanley (“MS”), is marketing five-year “Trigger PLUS” structured notes that settle on August 5, 2030. The notes are linked to the worst-performing of three U.S. equity benchmarks -- the S&P 500 (SPX), Nasdaq-100 (NDX) and Russell 2000 (RTY).

• Upside participation: Final payment equals principal plus 160%–175% of any positive performance of the worst index.
• Downside buffer: Principal is repaid in full as long as the worst index has not fallen more than 35 percent (i.e., it remains at or above 65 percent of its initial level) on the single observation date of July 31, 2030.
• Full downside exposure below the threshold: If that 65 percent trigger is breached, repayment equals principal multiplied by the worst index’s percentage return, generating dollar-for-dollar losses and potentially zero recovery.
• No interim coupons, no early call: Investors receive no periodic interest and their return depends solely on the final index levels.
• Credit & liquidity considerations: All cash flows rely on Morgan Stanley’s credit; the notes will not be listed, and MS expects limited secondary trading. The indicative estimated value is $943.40 versus the assumed $1,000 issue price, reflecting embedded fees and hedging costs.
• Key dates: Pricing - July 31, 2025  |  Observation - July 31, 2030  |  Maturity - August 5, 2030
• CUSIP: 61778NAZ4  |  Registration Nos.: 333-275587 / 333-275587-01

Investor take-away: The structure offers leveraged upside and a 35% buffer, but embeds significant risks: (i) worst-of design magnifies downside probability, (ii) principal is unprotected below the trigger, (iii) valuation is below par at issuance, (iv) tax treatment is uncertain, and (v) investors assume MS credit and secondary-market liquidity risk.

Positive

• Enhanced upside: 160%–175% participation in any positive performance of the worst index.
• 35% downside buffer: Principal is intact unless the worst index falls below 65% of its start level.
• Diversified underliers: Exposure spans large-cap, tech-heavy, and small-cap U.S. segments.
• Short five-year tenor: Defined maturity gives clarity on investment horizon.

Negative

• Principal at risk: Losses become linear once the 35% buffer is breached; maximum loss is 100%.
• Worst-of structure: Return driven by the poorest-performing index, eroding diversification benefits.
• No coupon or interim income: Investors forego dividends and receive no interest.
• Credit exposure: Payments depend solely on Morgan Stanley’s ability to pay.
• Estimated value below par: $943.40 vs. $1,000 issue price implies 5–6% initial cost drag.
• Limited liquidity: Unlisted note; secondary trading subject to dealer discretion and wide spreads.
• Tax uncertainty: U.S. federal income tax treatment remains unclear.

Insights

Structured Products Analyst

TL;DR: 160–175% upside and 35% buffer are attractive, but worst-of linkage and credit risk make risk-reward balanced, not compelling.

The Trigger PLUS note provides equity exposure with 1.6–1.75× leverage, exceeding typical 1:1 participation in buffered notes. However, the payoff depends on the single worst index, so diversification benefits are lost once any one of SPX, NDX or RTY underperforms. Historically, a 35% drawdown over five years is not uncommon, particularly for the small-cap RTY, making breach probability meaningful. Investors foregoing dividends on the three indices face opportunity cost. The quoted $943.40 estimated value indicates roughly 5.6% in structuring fees and hedging costs, immediately eroding economic value. Because the note is unsecured, all returns hinge on MS’s credit profile—currently investment-grade but still subject to systemic stress. Overall, a specialized product suited only to investors comfortable trading credit risk for leveraged equity exposure.

Portfolio Risk Manager

TL;DR: Product adds asymmetric equity exposure, but tail risk below −35% and illiquidity raise portfolio-level downside.

From a portfolio construction lens, the note may improve upside convexity versus direct equity, yet embeds gap risk: once the 65% trigger is breached, losses accelerate one-for-one with the index decline, removing the buffer exactly when volatility spikes. Correlation among the three U.S. indices remains high in stress periods, so “worst-of” effectively prices near-singular exposure. Lack of interim coupons offers no carry, and secondary market depth is dealer-driven; bid-offer spreads can widen materially. Practitioners should model stressed scenarios (e.g., 2008, 2020 drawdowns): worst-case recovery approaches zero while re-hedging becomes costly. The instrument is therefore best capped at a small tactical sleeve, not as core equity replacement.

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

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^*

Manieu Alexandre Weinstein

(Last) (First) (Middle)

APT 8002, BURGENSTOCK HOTELS & RESORT,

BURGENSTOCK 30

(Street)

OBBURGEN V8 6363

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Pluri Inc. [ PLUR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2025

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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
Common Stock								10,250	D
Common Stock	04/28/2025		P		523,437	A	$4.61	931,246	I	Shares indirectly held through Chutzpah Holdings Limited(1)
Common Stock	04/28/2025		P		452,702	A	$4.61	452,702	I	Shares indirectly held through Plantae Bioscience Ltd.(2)
Common Stock	04/28/2025		J		976,139(4)	D	(4)	931,246	I	Shares indirectly held through Chutzpah Holdings Limited(1)

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
Pre-Funded Warrants to purchase Common Shares	$0.0001	04/28/2025		J		976,139(4)		(3)	(3)	Common Shares	976,139	(4)	976,139	I	Indirectly held through Chutzpah Holdings Limited(1)

1. Name and Address of Reporting Person^*

Manieu Alexandre Weinstein

(Last) (First) (Middle)

APT 8002, BURGENSTOCK HOTELS & RESORT,

BURGENSTOCK 30

(Street)

OBBURGEN V8 6363

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Chutzpah Holdings Ltd

(Last) (First) (Middle)

4TH FLOOR, LIBERATION HOUSE

CASTLE STREET

(Street)

ST HELIER Y9 JE1 4HH

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. This statement is jointly filed by and on behalf of each of Chutzpah Holdings Limited ("Chutzpah") and Mr. Weinstein. Mr. Weinstein indirectly owns 100% of Chutzpah and may be deemed to beneficially own securities owned by Chutzpah. Each reporting person (i) states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement; (ii) disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities; and (iii) declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.

2. Mr. Weinstein indirectly owns 77% of Plantae Bioscience Ltd. ("Plantae") and may be deemed to beneficially own securities owned by Plantae. Neither the filing of this statement nor anything herein shall be deemed an admission that Mr. Weinstein is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities owned by Plantae. Mr. Weinstein disclaims beneficial ownership of such securities covered by this statement, except to the extent of his pecuniary interest in such securities. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.

3. The Pre-Funded Warrants are exercisable at any time following the receipt of certain approvals from Pluri Inc.'s (the "Company") shareholders required by the applicable rules of the Nasdaq Capital Market, and remain exercisable until exercised in full.

4. On April 25, 2025, the Company entered into an amendment (the "Amendment") to its previously executed Securities Purchase Agreement, entered into on January 23, 2025 by the Company and Chutzpah. Pursuant to the Amendment, the Company and Chutzpah agreed to exchange 976,139 Common Shares for pre-funded warrants to purchase up to 976,139 Common Shares.

Remarks:

Exhibit Index: Exhibit 99.1 - Joint Filer Information (incorporated by reference to Exhibit 99.1 for Form 3 filed with the Securities and Exchange Commission on February 18, 2025). Exhibit 99.2 - Joint Filing Agreement (incorporated by reference to Exhibit 99.2 for Form 3 filed with the Securities and Exchange Commission on February 18, 2025).

	/s/ Alexandre Weinstein Manieu	07/01/2025
	/s/ Ana Ventura Authorized Officer For Beaumont (Directors) Limited Sole Corporate Director	07/01/2025
	/s/ Karen Oliver Authorized Officer For Beaumont (Directors) Limited Sole Corporate Director	07/01/2025
	** 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.
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.

FAQ

What leverage factor do the Morgan Stanley Trigger PLUS notes (MS) offer?

The notes provide 160% to 175% participation in any positive performance of the worst-performing index at maturity.

How much downside protection is built into the SPX/NDX/RTY Trigger PLUS?

Investors are protected against losses as long as the worst index does not fall more than 35% from its initial level on July 31, 2030.

What happens if the worst index breaches the 65% threshold?

If any index closes below 65% of its start value, repayment equals principal times that index’s percentage change, resulting in dollar-for-dollar losses and potential total loss.

Are the Trigger PLUS notes listed on an exchange?

No. The securities will not be listed; secondary liquidity will rely on Morgan Stanley’s trading desk.

What is the estimated value versus the $1,000 issue price?

Morgan Stanley estimates the initial economic value at $943.40, about $55 below par, reflecting fees and hedge costs.

Do the notes pay periodic interest or dividends?

No. The Trigger PLUS notes pay no coupons and provide exposure solely through the final maturity payment.

What are the key credit considerations for investors?

All payments are unsecured obligations of MSFL, guaranteed by Morgan Stanley; any deterioration in MS credit could impact market value and repayment.