Weebit Nano Directors Convert Restricted Share Rights into Ordinary Shares Under Employee Incentive Scheme

Jacob Hanoch Converts 85,625 Restricted Share Rights to Ordinary Shares via IBI Trust

In a company update filed under ASX Listing Rule 3.19A.2, director Jacob Hanoch disclosed that 85,625 Restricted Share Rights held indirectly through IBI Trust Management as trustee were converted into an equal number of ordinary shares on 29 June 2026. This conversion took place at nil cash consideration, consistent with the vesting terms of the employee incentive plan where no purchase price is required at conversion.

Before this transaction, IBI Trust held 1,310,000 ordinary shares, 4,965,000 unlisted options, and 1,133,792 Restricted Share Rights on behalf of Hanoch. After conversion, ordinary shares increased to 1,395,625, and Restricted Share Rights decreased to 1,048,167. The unlisted options remained at 4,965,000. The company confirmed that this transaction was not conducted during a closed period and did not require prior written clearance.

Ashley Krongold’s Silver Horizon Pty Ltd Converts 9,375 Restricted Share Rights into Ordinary Shares

Director Ashley Krongold filed a change of director’s interest notice for the same date, 29 June 2026. His indirect interest, held through Silver Horizon Pty Ltd—a company where he is a director and beneficial owner—converted 9,375 Restricted Share Rights into an equal number of ordinary shares. This conversion was also at nil consideration under the Employee Incentive Option Plan.

Prior to conversion, Silver Horizon Pty Ltd held 280,000 unlisted options and 76,834 Restricted Share Rights, but no ordinary shares. Post-conversion, the entity holds 9,375 ordinary shares and 67,459 Restricted Share Rights, with the 280,000 unlisted options unchanged. The notice confirmed no closed period restrictions applied and no prior clearance was needed.

Employee Incentive Option Plan Governs These Vesting Conversions

Both conversions occurred under Weebit Nano's Employee Incentive Option Plan, a long-term incentive structure designed to align directors’ and executives’ interests with those of shareholders. Restricted Share Rights vest upon meeting time-based and/or performance conditions and convert into ordinary shares automatically or by election, typically without an exercise price.

Equity-based incentives are common among ASX-listed technology and semiconductor firms, especially those in growth or pre-revenue commercialisation phases. By granting rights that vest over time, the company aims to retain key personnel and motivate leadership to build long-term shareholder value. Although these nil-consideration conversions do not involve cash transactions, issuing new ordinary shares modestly increases the total share count.

Director Shareholdings After 29 June 2026 Conversions

Following the conversions, Jacob Hanoch’s indirect holdings via IBI Trust stand at 1,395,625 ordinary shares, 4,965,000 unlisted options, and 1,048,167 Restricted Share Rights. The update does not mention any direct holdings for Hanoch in this notice. His prior disclosure was dated 5 June 2026, reflecting ongoing equity plan participation.

Ashley Krongold’s updated indirect holdings through Silver Horizon Pty Ltd include 9,375 ordinary shares, 280,000 unlisted options, and 67,459 Restricted Share Rights. This marks the first ordinary shareholding recorded for Silver Horizon. Krongold’s previous notice was dated 3 June 2026. A third director, Yoav Nissan-Cohen, also submitted a change of interest notice in the same batch, but full details were not disclosed.

Distinguishing Nil-Consideration Conversions from On-Market Share Purchases

Investors should note the difference between directors converting Restricted Share Rights under an incentive plan and purchasing shares on the open market. On-market purchases involve directors spending personal funds to acquire shares, often viewed by market participants as a strong endorsement of company prospects. In contrast, Restricted Share Right conversions fulfill pre-existing incentive arrangements approved by shareholders, with no cash outlay or market trading.

Neither Hanoch’s nor Krongold’s conversions involved cash payments or on-market trades. Both transactions occurred outside closed trading periods, as confirmed by the company. Investors should interpret these disclosures as routine governance and remuneration reporting rather than discretionary investment decisions. Nonetheless, the gradual accumulation of ordinary shares by directors through such conversions enhances alignment with ordinary shareholders over time.

Remaining Restricted Share Rights Indicate Future Vesting Events

After the 29 June conversions, Jacob Hanoch’s IBI Trust retains 1,048,167 Restricted Share Rights, and Ashley Krongold’s Silver Horizon Pty Ltd holds 67,459 Restricted Share Rights. Both directors maintain substantial unvested equity that may convert into ordinary shares in future periods. The company did not disclose timing or performance conditions for these remaining rights.

Additionally, both directors hold significant unlisted option positions—4,965,000 for Hanoch and 280,000 for Krongold—that remain unexercised. These options could provide future exposure to Weebit Nano shares, subject to being in-the-money and exercised by the directors. Investors tracking insider holdings should watch for further Appendix 3Y filings detailing changes.

Weebit Nano’s Position as an ASX-Listed Semiconductor Memory Technology Company

Weebit Nano is an ASX-listed developer of resistive random-access memory (ReRAM) technology, a next-generation non-volatile memory solution intended for integration into various semiconductor products. The technology aims to replace or complement flash memory in applications including Internet of Things devices, microcontrollers, and embedded systems. The company operates primarily through its Israeli research and development activities and collaborates with semiconductor foundry and IP licensing partners worldwide.

As a pre-revenue or early-revenue stage company, Weebit Nano’s share price and investor sentiment are closely linked to commercialisation progress, licensing announcements, and customer qualification milestones. Director equity participation, such as the incentive plan conversions disclosed on 29 June 2026, serves as one indicator of leadership’s commitment to the company’s long-term strategy.

Compliance with ASX Listing Rules and Corporations Act Disclosure Requirements

Both Appendix 3Y notices were lodged in compliance with ASX Listing Rule 3.19A.2 and Section 205G of the Corporations Act 2001, which mandate timely disclosure of changes in directors’ relevant interests in securities. The Appendix 3Y form is the standard reporting mechanism for such changes, whether arising from market transactions, incentive plan activity, or other means.

The confirmation that neither transaction occurred during a closed period aligns with standard compliance practices. Closed periods—typically preceding half-year or full-year results—restrict insider trading unless prior clearance is obtained. The 29 June 2026 vesting date fell outside these restricted windows, consistent with routine end-of-financial-year incentive plan administration. Public information did not indicate an immediate share price impact from these disclosures.

Investor Considerations Following Director Interest Updates

Investors monitoring Weebit Nano should watch for further Appendix 3Y filings from directors, including the yet-to-be-fully-disclosed notice for director Yoav Nissan-Cohen, as well as announcements regarding ReRAM commercialisation, new licensing agreements, or production milestones with foundry partners.

The remaining Restricted Share Rights held by Hanoch and Krongold suggest future conversion events that will incrementally alter director shareholdings. The substantial unlisted options, particularly Hanoch’s, may also attract shareholder interest depending on share price movements relative to exercise prices. Upcoming company updates on technology licensing and commercialisation progress will be key milestones for investors to follow.