STOCK TITAN

Radware (RDWR) CEO Roy Zisapel receives large PSU and stock option grants

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

RADWARE LTD President & CEO Roy Zisapel received new equity awards consisting of ordinary shares and stock options. He was granted 201,314 performance-based restricted share units, each representing one ordinary share, increasing his direct holdings to 2,392,275 ordinary shares after the grant.

The PSUs vest in three equal installments no earlier than May 31, 2027, January 1, 2028 and January 1, 2029, subject to achieving specified average closing share price targets over 30 consecutive trading days through December 31, 2028. He also received stock options for 250,946 shares at an exercise price of $29.53, expiring on July 25, 2031.

The options vest in tranches of 81,241, 83,564 and 86,141 options on the same schedule, each tranche subject to the same performance-based vesting criteria as the PSUs.

Positive

  • None.

Negative

  • None.
Insider Zisapel Roy
Role President & CEO
Type Security Shares Price Value
Grant/Award Stock options 250,946 $0.00 --
Grant/Award Ordinary shares 201,314 $0.00 --
Holdings After Transaction: Stock options — 250,946 shares (Direct, null); Ordinary shares — 2,392,275 shares (Direct, null)
Footnotes (1)
  1. Represents an award of performance-based restricted share units ("PSUs") that will vest in three equal installments no earlier than May 31, 2027, January 1, 2028 and January 1, 2029, subject to achievement of certain average closing share price targets for 30 consecutive trading days from the grant date through December 31, 2028 (the "Vesting Criteria"). Each PSU represents a contingent right to receive one Ordinary Share of the Issuer upon settlement These stock options will vest as follows: 81,241 options will vest no earlier than May 31, 2027, 83,564 options will vest no earlier than January 1, 2028 and 86,141 options will vest on January 1, 2029, subject in each case to the Vesting Criteria.
PSUs granted 201,314 units Performance-based restricted share units granted May 25, 2026
Ordinary shares after grant 2,392,275 shares Direct ordinary share holdings following PSU grant
Stock options granted 250,946 options New option award linked to ordinary shares
Option exercise price $29.53 per share Conversion or exercise price for new stock options
Option expiration July 25, 2031 Expiration date of newly granted stock options
First vesting date May 31, 2027 Earliest vesting date for PSUs and option tranche
Performance period end December 31, 2028 Last date to meet share price Vesting Criteria
performance-based restricted share units financial
"Represents an award of performance-based restricted share units ("PSUs") that will vest in three equal installments"
Performance-based restricted share units are promises to give company stock to employees or executives only if the business hits specified targets, such as revenue, profit or stock performance; think of them as a bonus paid in shares that only vests when certain goals are met. They matter to investors because they align management incentives with shareholder outcomes, can dilute share count when paid out, and reveal how leadership is being rewarded and what milestones the company expects to reach.
PSUs financial
"Each PSU represents a contingent right to receive one Ordinary Share of the Issuer upon settlement"
PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.
Vesting Criteria financial
"subject to achievement of certain average closing share price targets ... (the "Vesting Criteria")"
stock options financial
"These stock options will vest as follows: 81,241 options will vest no earlier than May 31, 2027"
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
exercise price financial
"conversion or exercise price: "29.5300""
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
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*
Zisapel Roy

(Last)(First)(Middle)
22 RAOUL WALLENBERG STREET

(Street)
TEL AVIV69710

(City)(State)(Zip)

ISRAEL

(Country)
2. Issuer Name and Ticker or Trading Symbol
RADWARE LTD [ RDWR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/25/2026
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 shares05/25/2026A201,314(1)A$02,392,275D
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
Stock options$29.5305/25/2026A250,946 (2)07/25/2031Ordinary shares250,946$0250,946D
Explanation of Responses:
1. Represents an award of performance-based restricted share units ("PSUs") that will vest in three equal installments no earlier than May 31, 2027, January 1, 2028 and January 1, 2029, subject to achievement of certain average closing share price targets for 30 consecutive trading days from the grant date through December 31, 2028 (the "Vesting Criteria"). Each PSU represents a contingent right to receive one Ordinary Share of the Issuer upon settlement
2. These stock options will vest as follows: 81,241 options will vest no earlier than May 31, 2027, 83,564 options will vest no earlier than January 1, 2028 and 86,141 options will vest on January 1, 2029, subject in each case to the Vesting Criteria.
/s/ Gadi Meroz, as Attorney-in-Fact05/27/2026
** 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)

FAQ

What equity awards did RADWARE (RDWR) CEO Roy Zisapel receive in this Form 4?

Roy Zisapel received 201,314 performance-based restricted share units and 250,946 stock options. Each PSU equals one ordinary share, while the options have a $29.53 exercise price and expire on July 25, 2031, enhancing his long-term equity-based compensation.

How and when do Roy Zisapel’s new RADWARE (RDWR) PSUs vest?

The 201,314 PSUs vest in three equal installments in 2027, 2028 and 2029. Vesting occurs no earlier than May 31, 2027, January 1, 2028 and January 1, 2029, and depends on achieving specified average closing share price targets over 30 consecutive trading days.

What are the vesting terms for Roy Zisapel’s new RADWARE (RDWR) stock options?

The 250,946 stock options vest in three tranches of 81,241, 83,564 and 86,141 options. These tranches vest no earlier than May 31, 2027, January 1, 2028 and January 1, 2029, respectively, and are subject to the same performance-based vesting criteria as the PSUs.

What is the exercise price and expiration date of Roy Zisapel’s new RADWARE (RDWR) options?

The stock options granted to Roy Zisapel carry a conversion or exercise price of $29.53 per share. They are scheduled to expire on July 25, 2031, providing a multi-year window during which the options can be exercised if vesting conditions are met.

How many RADWARE (RDWR) ordinary shares does Roy Zisapel hold after these grants?

After the grant of 201,314 performance-based restricted share units, Roy Zisapel directly holds 2,392,275 ordinary shares. This figure reflects his updated post-transaction position and highlights the scale of his equity alignment with RADWARE shareholders through share ownership.

Are Roy Zisapel’s RADWARE (RDWR) equity awards performance-based?

Yes, both the PSUs and the related stock option tranches are performance-based. Vesting depends on achieving specified average closing share price targets for 30 consecutive trading days between the grant date and December 31, 2028, linking potential value to share price performance.