| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 |
3. Issuer Name and Ticker or Trading Symbol
Brainsway Ltd. [ BWAY ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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(1)(2) | 51,250 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Stock Options (right to buy) | (3) | 08/08/2033 | Ordinary Shares(1) | 46,875 | (4) | D | |
| Stock Options (right to buy) | (5) | 03/05/2034 | Ordinary Shares(1) | 17,500 | (6) | D | |
| Explanation of Responses: |
| 1. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share. |
| 2. This figure includes unvested restricted stock units ("RSUs"), with each RSU representing a contingent right to receive one ordinary share, as follows: (a) RSUs to receive 8,750 ordinary shares vesting in equal quarterly installments until March 5, 2028, (b) RSUs to receive 10,000 ordinary shares with 2,500 vesting on November 10, 2026 and the remainder vesting in equal quarterly installments until November 10, 2029, and (c) RSUs to receive 32,500 ordinary shares with 8,125 vesting on March 10, 2027 and the remainder vesting in equal quarterly installments until March 10, 2030. |
| 3. Stock options were granted on August 8, 2023, with the remaining options to purchase 46,875 ordinary shares vesting in equal quarterly installments until May 18, 2027. |
| 4. The exercise price is NIS 4.28 per share. |
| 5. Stock options were granted on March 5, 2024, with the remaining options to purchase 17,500 ordinary shares vesting in equal quarterly installments until March 5, 2028. |
| 6. The exercise price is NIS 11.17 per share. |
| /s/ Ido Marom | 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. | ||