SEC Form 3 · accession 0001213900-26-095382

Turbogen Ltd. · TRBG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Yaron Gilboa

Officer — Chief Executive Officer

Period of report

Aug 28, 2026

Accepted (ET)

Aug 31, 2026 · 8:12 am EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0002088375

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Ordinary shares^F1	holding	—	—		—	683,906	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Share option (right to buy)^F3,F2	$1.39	holding	—	—	—	Jun 1, 2018	Dec 10, 2029	Ordinary shares	335,497	—	D
Share option (right to buy)^F5,F4	$1.29	holding	—	—	—	Jan 3, 2021	Jan 3, 2031	Ordinary shares	51,634	—	D
Share option (right to buy)^F7,F6	$3.50	holding	—	—	—	Dec 31, 2021	Jan 26, 2033	Ordinary shares	131,225	—	D
Share option (right to buy)^F9,F8	$1.79	holding	—	—	—	Dec 31, 2022	Dec 31, 2033	Ordinary shares	401,063	—	D
Share option (right to buy)^F11,F10	$3.39	holding	—	—	—	Dec 31, 2023	Nov 26, 2035	Ordinary shares	398,076	—	D
Share option (right to buy)^F13,F12	$6.18	holding	—	—	—	Apr 1, 2026	Apr 29, 2036	Ordinary shares	165,000	—	D

Explanation of responses

F1Represents (i) 375,590 ordinary shares, no par value per share, (ii) 143,316 restricted share units ("RSUs") granted on November 26, 2025, 83.3% of which vested and the remaining 16.6% vest in equal quarterly installments of 8.3% thereafter, of which 119,428 RSUs have vested and 23,888 remain unvested as of August 25, 2026; and (iii) 165,000 RSUs granted on April 29, 2026, 41.6% of which and vested and the remaining 58.3% vest in equal quarterly installments of 8.33% thereafter, of which 68,750 RSUs have vested and 96,250 remain unvested as of August 25, 2026. Each RSU represents the right to receive one ordinary share.
F10A total of 398,076 options were granted on November 26, 2025 and vested in equal quarterly installments of 8.3% retroactively beginning on December 31, 2023. As of August 25, 2026, 331,730 options are fully vested and none have been exercised into ordinary shares.
F11The options were granted with an exercise price of NIS 10.16 per share. For purposes of this Form 3, the exercise price has been converted into U.S. dollars using an exchange rate of NIS 2.994 to USD $1.00 as of August 24, 2026, resulting in an exercise price of $3.39 per share.
F12A total of 165,000 options were granted on April 29, 2026 and vested as follows: 33.3% vested on April 1, 2026, and the remaining 66.7% vest in equal quarterly installments of approximately 8.33% of the original grant beginning July 1, 2026. As of August 25, 2026, 68,750 options are fully vested and none have been exercised into ordinary shares.
F13The options were granted with an exercise price of NIS 18.5 per share. For purposes of this Form 3, the exercise price has been converted into U.S. dollars using an exchange rate of NIS 2.994 to USD $1.00 as of August 24, 2026, resulting in an exercise price of $6.18 per share.
F2A total of 33,300 options were granted on December 10, 2019 and vested in equal quarterly installments of 6.25% retroactively beginning on June 1, 2018. As of August 25, 2026, 33,300 options are fully vested and none have been exercised into ordinary shares. Number of ordinary shares issuable upon exercise of the options reflects adjustments to the Company's issued and outstanding share capital between 2021 and 2023.
F3The options were granted with an exercise price of NIS 4.16 per share. For purposes of this Form 3, the exercise price has been converted into U.S. dollars using an exchange rate of NIS 2.994 to USD $1.00 as of August 24, 2026, resulting in an exercise price of $1.39 per share.
F4A total of 5,125 options were granted on January 3, 2021 and were fully vested on the date of grant. As of August 25, 2026, 5,125 options are fully vested and none have been exercised into ordinary shares. Number of ordinary shares issuable upon exercise of the options reflects adjustments to the Company's issued and outstanding share capital between 2021 and 2023.
F5The options were granted with an exercise price of NIS 3.86 per share. For purposes of this Form 3, the exercise price has been converted into U.S. dollars using an exchange rate of NIS 2.994 to USD $1.00 as of August 24, 2026, resulting in an exercise price of $1.29 per share.
F6A total of 130,248 options were granted on January 26, 2023 and vested in equal quarterly installments of 8.3% retroactively beginning on December 31, 2021. As of August 25, 2026, 130,248 options are fully vested and none have been exercised into ordinary shares. Number of ordinary shares issuable upon exercise of the options reflects adjustments to the Company's issued and outstanding share capital between 2021 and 2023.
F7The options were granted with an exercise price of NIS 10.50 per share. For purposes of this Form 3, the exercise price has been converted into U.S. dollars using an exchange rate of NIS 2.994 to USD $1.00 as of August 24, 2026, resulting in an exercise price of $3.50 per share.
F8A total of 398,076 options were granted on December 31, 2023 and vested in equal quarterly installments of 8.3% retroactively beginning on December 31, 2022. As of August 25, 2026, 398,076 options are fully vested and none have been exercised into ordinary shares. Number of ordinary shares issuable upon exercise of the options reflects adjustments to the Company's issued and outstanding share capital between 2021 and 2023.
F9The options were granted with an exercise price of NIS 5.38 per share. For purposes of this Form 3, the exercise price has been converted into U.S. dollars using an exchange rate of NIS 2.994 to USD $1.00 as of August 24, 2026, resulting in an exercise price of $1.79 per share.