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NeuroSense (NASDAQ: NRSN) CTO discloses options, shares and RSU awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

NeuroSense Therapeutics Ltd. Chief Technology Officer Niva Russek-Blum filed an initial ownership report showing multiple equity holdings in the company. The filing lists 36,000 options to purchase ordinary shares at an exercise price of $2.18 per share, fully vested and exercisable, expiring on January 25, 2032.

It also reports several blocks of ordinary shares, including 39,881 shares, 35,000 shares and 183,072 shares held directly, plus 10,000 restricted share units. Footnotes note that certain restricted shares vest mostly in April 2027 with the remainder in October 2027, while the restricted share units vest on April 1, 2026, all subject to continued service and, for some awards, a business milestone.

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Insider Russek-Blum Niva
Role Chief Technology Officer
Type Security Shares Price Value
holding Options to Purchase Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
holding Restricted Share Units -- -- --
Holdings After Transaction: Options to Purchase Ordinary Shares — 36,000 shares (Direct); Ordinary Shares — 39,881 shares (Direct); Restricted Share Units — 10,000 shares (Direct)
Footnotes (1)
  1. To qualify for certain tax benefits under Section 102 of the Israeli Tax Ordinance, securities issued to an employee or director in connection with the Issuer's 2018 Share Incentive Plan must be registered in the name of a trustee. These restricted shares vest in accordance with the following vesting schedule: (i) 75% vest on April 16, 2027, and (ii) the remaining portion shall vest on October 16, 2027, subject to the Reporting Person's continued service to the Issuer as of such vesting date, provided that, the vesting of these restricted shares will accelerate, and the shares will become fully vested and exercisable, upon and subject to the achievement of a certain business milestone as set forth in the restricted share agreement between the Issuer and the Reporting Person. The restricted share units shall vest on April 1, 2026, subject to the Reporting Person's continued service to the Issuer as of such vesting date. These options are fully vested and exercisable.
Stock options 36,000 options Options to purchase ordinary shares held by CTO
Option exercise price $2.18 per share Exercise price for 36,000 options
Option expiration January 25, 2032 Expiration date of CTO’s options
Ordinary shares block 39,881 shares Directly held ordinary shares after transaction
Ordinary shares block 35,000 shares Additional direct ordinary share holding
Ordinary shares block 183,072 shares Largest reported direct ordinary share block
Restricted share units 10,000 units RSUs vesting April 1, 2026
Restricted shares vesting 75% on April 16, 2027 Initial vesting tranche for restricted shares
Restricted Share Units financial
"security_title": "Restricted Share Units""
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
Section 102 of the Israeli Tax Ordinance financial
"tax benefits under Section 102 of the Israeli Tax Ordinance"
2018 Share Incentive Plan financial
"in connection with the Issuer's 2018 Share Incentive Plan must be registered"
vesting schedule financial
"These restricted shares vest in accordance with the following vesting schedule"
A vesting schedule is a timeline that determines when someone gains full ownership of certain benefits, such as company stock or retirement contributions. Think of it like earning the right to own a gift gradually over time, rather than receiving it all at once. It matters to investors because it affects when they can fully access or sell these benefits, influencing their financial planning and decision-making.
fully vested and exercisable financial
"These options are fully vested and exercisable."
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SEC Form 3
FORM 3UNITED 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
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Russek-Blum Niva
(Last)(First)(Middle)
C/O NEUROSENSE THERAPEUTICS LTD.
11 HAMENOFIM STREET, BUILDING B
(Street)
HERZLIYA4672562
(City)(State)(Zip)
ISRAEL
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026		3. Issuer Name and Ticker or Trading Symbol
NeuroSense Therapeutics Ltd. [ NRSN ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Technology Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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 Shares39,881D
Ordinary Shares(1)35,000D
Ordinary Shares(1)183,072(2)D
Restricted Share Units(1)10,000(3)D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 ExercisableExpiration DateTitleAmount or Number of Shares
Options to Purchase Ordinary Shares(1)(4)04/25/202201/25/2032Ordinary Shares36,000$2.18D
Explanation of Responses:
1. To qualify for certain tax benefits under Section 102 of the Israeli Tax Ordinance, securities issued to an employee or director in connection with the Issuer's 2018 Share Incentive Plan must be registered in the name of a trustee.
2. These restricted shares vest in accordance with the following vesting schedule: (i) 75% vest on April 16, 2027, and (ii) the remaining portion shall vest on October 16, 2027, subject to the Reporting Person's continued service to the Issuer as of such vesting date, provided that, the vesting of these restricted shares will accelerate, and the shares will become fully vested and exercisable, upon and subject to the achievement of a certain business milestone as set forth in the restricted share agreement between the Issuer and the Reporting Person.
3. The restricted share units shall vest on April 1, 2026, subject to the Reporting Person's continued service to the Issuer as of such vesting date.
4. These options are fully vested and exercisable.
/s/ Niva Russek-Blum03/30/2026
** 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 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.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What does NeuroSense Therapeutics (NRSN) CTO disclose in this Form 3?

The CTO, Niva Russek-Blum, discloses initial ownership of options, ordinary shares and restricted share units in NeuroSense Therapeutics. These holdings include vested options, multiple share blocks, and time-based equity awards that vest over 2026 and 2027, subject to continued service and conditions.

How many stock options does the NeuroSense (NRSN) CTO hold and at what price?

The CTO holds options to purchase 36,000 ordinary shares at an exercise price of $2.18 per share. These options are fully vested and exercisable and are scheduled to expire on January 25, 2032, according to the derivative holdings information in the filing.

What ordinary share holdings are reported by the NeuroSense (NRSN) CTO?

The filing reports several direct holdings of ordinary shares by the CTO, including 39,881 shares, 35,000 shares and 183,072 shares. These are listed as post-transaction ownership amounts, reflecting the blocks of NeuroSense ordinary shares beneficially owned at the time of the Form 3.

When do the restricted share units for the NeuroSense (NRSN) CTO vest?

The restricted share units reported for the CTO, totaling 10,000 units, are scheduled to vest on April 1, 2026. Vesting is conditioned on the reporting person’s continued service with NeuroSense Therapeutics through that vesting date, as described in the accompanying footnote.

What are the vesting terms for the NeuroSense (NRSN) CTO’s restricted shares?

The restricted shares vest 75% on April 16, 2027 and the remaining portion on October 16, 2027. Vesting requires continued service and will accelerate to full vesting upon achieving a specified business milestone outlined in the restricted share agreement between the company and the CTO.

Why are some NeuroSense (NRSN) securities registered in a trustee’s name?

Certain securities issued under NeuroSense’s 2018 Share Incentive Plan must be registered in a trustee’s name to qualify for tax benefits under Section 102 of the Israeli Tax Ordinance. This structure is intended to meet local tax rules for employee and director equity awards.