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RedHill Biopharma (NASDAQ: RDHL) COO offloads 1,413 ADSs to cover tax on vested RSUs

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

RedHill Biopharma Ltd. insider Raday Gilead, Chief Operating Officer, reported compensation-related equity activity. A trustee sold 1,413 American Depositary Shares (ADS), each representing 10,000 ordinary shares, solely to satisfy tax withholding obligations arising from the vesting of 4,228 restricted share units granted between July 2023 and January 2026. The ADS were sold at $0.6973 per ADS, equivalent to $0.00006973 per ordinary share, under a sell-to-cover policy and the filing states this did not represent a discretionary trade by Gilead. The report also shows a derivative exercise/conversion related to ADS into ordinary shares, with Gilead continuing to hold a substantial direct position after these transactions.

Positive

  • None.

Negative

  • None.

Filing Explained

The July 10 filing leaves the insider with 218,780,000 directly held ordinary shares after a tax-withholding sale, without an issuer-level holder change.

A Form 4 reports an insider transaction within two business days; this filing records a RedHill Biopharma Ltd. transaction that has already occurred, rather than an issuer financing or securities issuance.

On July 10, 2026, Chief Operating Officer and 10% owner Raday Gilead reported a code S sale of 1,413 ADSs, representing 14,130,000 ordinary shares.

The filing says the trustee sold the ADSs solely to cover tax-withholding obligations when an aggregate of 4,228 restricted share units vested, under a sell-to-cover policy, and describes the transaction as not discretionary by the reporting person.

After the reported transaction, the filing shows 218,780,000 ordinary shares held directly and 104,130,000 derivative securities held directly; each ADS is convertible into 10,000 ordinary shares for no consideration and has no expiration date.

This is a filer-level disposition tied to tax withholding, not a reported issuance or sale of securities by RedHill, so the filing alone does not establish an issuer-level structural change for existing common holders.

Insider Raday Gilead
Role Chief Operating Officer
Sold 14,130,000 shs ($1K)
Type Security Shares Price Value
Exercise American Depositary Shares 28,150,000 $0.00 --
Sale Ordinary Shares 14,130,000 $0.0001 $1K
Holdings After Transaction: American Depositary Shares — 104,130,000 shares (Direct); Ordinary Shares — 218,780,000 shares (Direct)
Footnotes (1)
  1. The reporting person sold 1,413 American Depositary Shares ("ADS") of RedHill Biopharma Inc. (the "Issuer"), each ADS represents 10,000 ordinary shares, par value NIS 0.01 per share, solely to satisfy tax withholding obligations incurred upon the vesting of an aggregate of 4,228 restricted share units granted to him on July 1, 2023, June 24, 2024, March 26, 2025 and January 23, 2026. Such transaction was effected by the trustee appointed in accordance with the regulations set by the Israeli Tax Authority pursuant to a sell to cover policy and does not represent a discretionary trade by the reporting person. The price reported in Table I Column 4 is $0.6973 per ADS, which would be equivalent to $0.00006973 per ordinary share. Each ADS is convertible at any time, at the holder's election, for no consideration and has no expiration date.

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Learn about SEC filing dates
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*
Raday Gilead

(Last)(First)(Middle)
21 HA'ARBA'A STREET

(Street)
TEL AVIV6473921

(City)(State)(Zip)

ISRAEL

(Country)
2. Issuer Name and Ticker or Trading Symbol
RedHill Biopharma Ltd. [ RDHL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/10/2026
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
Ordinary Shares07/10/2026S(1)14,130,000(1)D$0.0001(2)218,780,000D
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
American Depositary Shares(3)07/10/2026M28,150,000 (3) (3)Ordinary Shares28,150,000$0104,130,000D
Explanation of Responses:
1. The reporting person sold 1,413 American Depositary Shares ("ADS") of RedHill Biopharma Inc. (the "Issuer"), each ADS represents 10,000 ordinary shares, par value NIS 0.01 per share, solely to satisfy tax withholding obligations incurred upon the vesting of an aggregate of 4,228 restricted share units granted to him on July 1, 2023, June 24, 2024, March 26, 2025 and January 23, 2026. Such transaction was effected by the trustee appointed in accordance with the regulations set by the Israeli Tax Authority pursuant to a sell to cover policy and does not represent a discretionary trade by the reporting person.
2. The price reported in Table I Column 4 is $0.6973 per ADS, which would be equivalent to $0.00006973 per ordinary share.
3. Each ADS is convertible at any time, at the holder's election, for no consideration and has no expiration date.
/s/ Gilead Raday07/13/2026
** 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)