Protalix (PLX) CEO Receives Equity Awards; 132,516 Shares Disposed

Rhea-AI Filing Summary

Protalix BioTherapeutics (PLX) reporting person Dror Bashan, who is President, CEO and a director, recorded equity awards and a disposition on 09/03/2025. He was granted 195,000 restricted shares under the company’s amended 2006 Stock Incentive Plan that vest in 12 equal quarterly installments and are registered in a trustee for Israeli tax purposes. The filing also shows a grant of a stock option covering 340,000 shares with a $1.64 exercise price, exercisable immediately and expiring 09/03/2035, and a reported disposition of 132,516 common shares. The restricted shares and options include accelerated vesting on a corporate transaction or change in control as described in the Plan.

Positive

• 195,000 restricted shares granted, aligning CEO incentives with long-term shareholder value through quarterly vesting
• 340,000 stock option grant at $1.64 strike with 09/03/2035 expiry increases executive ownership upside
• Restricted shares are registered in a trustee to qualify for Israeli Section 102 tax benefits, reflecting compliance with local tax rules

Negative

• 132,516 shares disposed was reported on the same date, reducing the reporting person's direct holdings
• Options and restricted shares create dilution potential if options are exercised or restricted shares vest (not quantified in filing)

Insights

Financial Analyst

TL;DR: Insider equity awards and option grants increase executive ownership while a marked disposal was also reported.

The Form 4 documents a net allocation of long-term equity compensation to the CEO and director through 195,000 restricted shares and a 340,000-share option at a $1.64 strike. These awards vest quarterly over three years and include accelerated vesting on change in control, aligning compensation with multi-quarter performance horizons and potential corporate events. The filing also records a separate disposal of 132,516 shares, which partially offsets the increase in beneficial holdings reported. From an analytical standpoint, these transactions are typical for executive compensation and create potential dilution if options are exercised, but the filing does not quantify immediate balance-sheet or cash impact.

Corporate Governance Expert

TL;DR: Grant structure follows standard plan mechanics; trustee registration reflects Israeli tax treatment.

The restricted shares are registered in a trustee to qualify for Section 102 Israeli tax benefits, a procedural detail affecting how ownership is held rather than altering economic exposure. Vesting and accelerated-vesting provisions are explicitly tied to corporate transactions or changes in control per the Plan, which is customary for senior executive awards. The separate disclosure of a 132,516-share disposition should be monitored for timing and rationale, but the Form 4 itself does not provide reasons for the sale. Overall, the filing documents routine governance and compensation actions rather than exceptional governance events.

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

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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^*

Bashan Dror

(Last) (First) (Middle)

C/O PROTALIX BIOTHERAPEUTICS, INC.

2 SNUNIT STREET SCIENCE PARK, POB 455

(Street)

CARMIEL L3 2161401

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Protalix BioTherapeutics, Inc. [ PLX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

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

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 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	09/03/2025		A		195,000	A	(1)	2,344,418	I(2)	By Trust
Common Stock								132,516	D

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
Stock Option (Right to Buy)	$1.64	09/03/2025		A		340,000		(3)	09/03/2035	Common Stock	340,000	$0	340,000(4)	D

Explanation of Responses:

1. Represents restricted shares of common stock awarded to the Reporting Person under the Amended and Restated Protalix BioTherapeutics, Inc. 2006 Stock Incentive Plan, as amended (the "Plan"). The restricted shares vest in 12 equal quarterly installments commencing upon the date of grant and are subject to accelerated vesting upon a corporate transaction or a change in control as described in the Plan.

2. To qualify for certain tax benefits under Section 102 of the Israeli Tax Ordinance, securities issued to an employee in connection with the Plan must be registered in the name of a trustee.

3. The shares of common stock underlying the stock options shall vest in 12 equal quarterly installments commencing upon the date of grant. The stock options are subject to accelerated vesting upon a corporate transaction or a change in control as described in the Plan.

4. Does not include (i) options to purchase 160,000 shares of common stock at an exercise price equal to $4.69 per share that expire on June 30, 2029 and (ii) options to purchase 750,000 shares of common stock at an exercise price equal to $1.03 per share that expire on September 7, 2032.

	/s/ Joseph R. Magnas, Attorney-in-Fact	09/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What exactly did PLX reporting person Dror Bashan receive on 09/03/2025?

He was granted 195,000 restricted shares under the company’s stock incentive plan and a stock option for 340,000 shares with a $1.64 exercise price, exercisable and expiring 09/03/2035.

Did Dror Bashan sell any PLX shares in this Form 4?

Yes. The filing reports a disposition of 132,516 common shares on 09/03/2025.

How do the restricted shares vest and are there special provisions?

The restricted shares vest in 12 equal quarterly installments commencing on the grant date and include accelerated vesting upon a corporate transaction or change in control as described in the Plan.

Why are the restricted shares registered with a trustee?

The shares are registered in the name of a trustee to qualify for certain tax benefits under Section 102 of the Israeli Tax Ordinance, per the filing.

Are there other outstanding options noted in the filing?

Yes. The filing states it does not include options to purchase 160,000 shares at $4.69 expiring 06/30/2029 and 750,000 shares at $1.03 expiring 09/07/2032.