SEC Form 3 · accession 0001213900-26-095388
Turbogen Ltd. · TRBG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ziv Nir
Officer — Chief Operating Officer
Period of report
Aug 28, 2026
Accepted (ET)
Aug 31, 2026 · 8:19 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 sharesF1 | holding | — | — | — | 130,756 | 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 | $3.45 | holding | — | — | — | May 15, 2022 | Jan 26, 2033 | Ordinary shares | 59,257 | — | D |
| Share option (right to buy)F5,F4 | $1.79 | holding | — | — | — | Dec 30, 2023 | Dec 31, 2033 | Ordinary shares | 29,064 | — | D |
| Share option (right to buy)F7,F6 | $3.39 | holding | — | — | — | Dec 30, 2024 | Mar 30, 2035 | Ordinary shares | 28,848 | — | D |
| Share option (right to buy)F9,F8 | $6.18 | holding | — | — | — | Apr 29, 2027 | Apr 29, 2036 | Ordinary shares | 85,000 | — | D |
Explanation of responses
- F1Represents (i) 24,988 ordinary shares, no par value per share; (ii) 10,384 restricted share units ("RSUs") granted on December 31, 2023, 56.25% of which vested and the remaining 43.75% vest in equal quarterly installments of 6.25% thereafter, of which 5,841 RSUs have vested and 4,543 remain unvested as of August 25, 2026; (iii) 10,384 RSUs granted on March 30, 2025, which vest in equal quarterly installments of 6.25% thereafter, of which 10,384 RSUs remain unvested as of August 25, 2026; and (iv) 85,000 RSUs granted on April 29, 2026, which vest in equal quarterly installments of 6.25% thereafter, of which 85,000 RSUs remain unvested as of August 25, 2026. Each RSU represents the right to receive one ordinary share.
- F2A total of 58,816 options were granted on January 26, 2023 and vested in equal quarterly installments of 6.25% beginning May 15, 2022. As of August 25, 2026, 58,816 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 10.35 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 $3.45 per share.
- F4A total of 28,848 options were granted on December 31, 2023 and vested in equal quarterly installments of 6.25% beginning December 30, 2023. As of August 25, 2026, 16,349 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 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.
- F6A total of 28,848 options were granted on March 30, 2025 and vested in equal quarterly installments of 6.25% beginning December 30, 2024. As of August 25, 2026, none of the options are fully vested and none have been exercised into ordinary shares.
- F7The 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.
- F8A total of 85,000 options were granted on April 29, 2026 and vest in equal quarterly installments of 6.25% beginning April 29, 2027. As of August 25, 2026, none of options are fully vested and none have been exercised into ordinary shares.
- F9The 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.