SEC Form 3 · accession 0001213900-26-095722
Turbogen Ltd. · TRBG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dan Katz
Officer — VP of Manufacturing
Period of report
Aug 28, 2026
Accepted (ET)
Aug 31, 2026 · 4:15 pm 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 | — | — | — | 37,157 | 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 | $3.28 | holding | — | — | — | Jul 1, 2021 | Aug 9, 2031 | Ordinary shares | 10,075 | — | D |
| Share option (right to buy)F5,F4 | $3.45 | holding | — | — | — | Jan 26, 2023 | Jan 26, 2033 | Ordinary shares | 8,463 | — | D |
| Share option (right to buy)F7,F6 | $1.79 | holding | — | — | — | Dec 30, 2023 | Dec 31, 2033 | Ordinary shares | 9,849 | — | D |
| Share option (right to buy)F9,F8 | $3.39 | holding | — | — | — | Dec 30, 2024 | Mar 30, 2035 | Ordinary shares | 9,776 | — | D |
| Share option (right to buy)F11,F10 | $6.18 | holding | — | — | — | Apr 29, 2026 | Apr 29, 2036 | Ordinary shares | 16,000 | — | D |
Explanation of responses
- F1Represents (i) 11,333 ordinary shares, no par value per share; (ii) 2,784 restricted share units ("RSUs") granted on January 26, 2023, 81.25% of which vested and the remaining 18.75% vest in equal quarterly installments of 6.25% thereafter, of which 2,436 RSUs have vested as of August 25, 2026; (iii) 3,520 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 1,980 RSUs have vested and 1,540 remain unvested as of August 25, 2026; (iv) 3,520 RSUs granted on March 30, 2025, which vest in equal quarterly installments of 6.25% thereafter, of which 3,520 RSUs remain unvested as of August 25, 2026; and (v) 16,000 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 6,666 RSUs have vested and 9,334 RSUS remain unvested as of August 25, 2026. Each RSU represents the right to receive one ordinary share.
- F10A total of 16,000 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, 6,667 options are fully vested and none have been exercised into ordinary shares.
- F11The 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 1,000 options were granted on August 9, 2021 and vested in equal quarterly installments of 6.25% beginning July 1, 2021. As of August 25, 2026, 1,000 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 9.84 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 $3.28 per share.
- F4A total of 8,400 options were granted on January 26, 2023 and vested in equal quarterly installments of 6.25% beginning January 26, 2023. As of August 25, 2026, 6,876 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 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.
- F6A total of 9,776 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, 5,540 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 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.
- F8A total of 9,776 options were granted on March 30, 2025 and vested in equal quarterly installments of 6.25% beginning December 30, 2024. As of August 27, 2026, none of the options are fully vested and none have been exercised into ordinary shares.
- F9The 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.