Brenmiller Energy (Nasdaq: BNRG) plans 5-for-1 reverse share split in April 2026

Rhea-AI Filing Summary

Brenmiller Energy Ltd. plans to implement a 5-for-1 reverse share split of its issued and outstanding ordinary shares after market close on April 14, 2026. The shares will begin trading on a post-split basis on April 15, 2026 under the existing Nasdaq symbol BNRG.

The reverse split, previously approved at the March 31, 2026 shareholder meeting, will reduce outstanding ordinary shares from 2,577,327 to 515,465, while authorized capital remains at 150,000,000 ordinary and 25,000 preferred shares. Preferred shares will not be reduced; instead, their conversion ratio will be adjusted proportionally, and fractional shares will be rounded to the nearest whole share under the company’s Articles.

Key Figures

Reverse split ratio: 5-for-1 Ordinary shares outstanding before split: 2,577,327 shares Ordinary shares outstanding after split: 515,465 shares +4 more

7 metrics

Reverse split ratio 5-for-1 Ordinary shares consolidation ratio

Ordinary shares outstanding before split 2,577,327 shares Outstanding prior to 5-for-1 reverse split

Ordinary shares outstanding after split 515,465 shares Outstanding following 5-for-1 reverse split

Authorized ordinary share capital 150,000,000 shares Authorized ordinary shares remain unchanged after split

Authorized preferred share capital 25,000 shares Authorized preferred shares remain unchanged after split

Implementation date April 14, 2026 Reverse split expected after market close

Post-split trading start April 15, 2026 Ordinary shares begin post-split trading on Nasdaq

Key Terms

reverse share split, Ordinary Shares, Preferred Shares, Thermal Energy Storage, +1 more

5 terms

reverse share split financial

"announced that a reverse share split of its issued and outstanding ordinary shares"

A reverse share split is when a company reduces the number of its shares outstanding by combining multiple shares into one, effectively increasing the price of each share. For investors, this can help improve the company's image or meet stock exchange listing requirements, but it does not change the total value of their investment. It’s similar to turning many small pieces of a puzzle into fewer larger pieces—nothing new is added or lost, just rearranged.

Ordinary Shares financial

"reverse share split of its issued and outstanding ordinary shares, no par value per share (the “Ordinary Shares”)"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

Preferred Shares financial

"The Company’s preferred shares, no par-value each (the “Preferred Shares”), shall not be reduced"

Preferred shares are a type of investment that gives investors priority over common shareholders when it comes to receiving dividends and getting their money back if a company is sold or liquidated. Think of them as a safer, more predictable way to earn income from a company's profits, similar to a fixed-return investment, but without voting rights. This makes preferred shares appealing to those seeking stable income with a higher claim on assets than regular stockholders.

Thermal Energy Storage technical

"a leading global provider of Thermal Energy Storage (“TES”) solutions for industrial and utility customers"

Thermal energy storage is a technology that captures heat or cold so it can be used later, like a rechargeable battery that holds temperature instead of electricity. It matters to investors because it can lower energy costs, improve reliability for buildings and power plants, enable more use of renewable power, and create new revenue streams or cost savings for projects and companies involved in energy infrastructure.

Articles of Association regulatory

"In accordance with the Company’s Articles of Association, all fractional shares will be rounded"

A company's articles of association are its written rulebook that sets how the business is run, how decisions are made, and what rights owners and directors have—covering voting, meetings, appointment and removal of directors, share classes and dividend policies. For investors, these rules matter because they determine how easily control can change, what protections minority owners have, and how corporate actions (like issuing new shares or changing leadership) are approved, much like a home’s bylaws shaping what residents can and cannot do.

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FAQ

What reverse share split did Brenmiller Energy (BNRG) announce?

Brenmiller Energy announced a 5-for-1 reverse share split of its issued and outstanding ordinary shares. This consolidates every five existing shares into one, reducing the number of shares outstanding without changing the company’s overall authorized share capital.

When will Brenmiller Energy’s 5-for-1 reverse split take effect?

The reverse share split is expected to be implemented after market close on April 14, 2026. Brenmiller Energy’s ordinary shares will begin trading on a post-split basis on April 15, 2026, continuing on the Nasdaq Capital Market under the existing symbol BNRG.

How will Brenmiller Energy’s outstanding shares change after the reverse split?

Following the 5-for-1 reverse split, Brenmiller Energy’s outstanding ordinary shares will decrease from 2,577,327 to 515,465. This change is purely proportional, consolidating existing holdings; it does not alter the company’s total authorized share capital or its Nasdaq listing symbol.

Will Brenmiller Energy’s authorized share capital change due to the reverse split?

The reverse share split will not change Brenmiller Energy’s authorized share capital. It will remain at 150,000,000 ordinary shares and 25,000 preferred shares, with only the number of outstanding ordinary shares reduced to match the 5-for-1 consolidation ratio.

How are Brenmiller Energy’s preferred shares affected by the reverse split?

Preferred shares will not be reduced in number by the reverse split. Instead, Brenmiller Energy will proportionally adjust the applicable conversion ratio of its preferred shares so that their economic relationship to the ordinary shares reflects the new 5-for-1 consolidated share structure.

How will fractional shares be handled in Brenmiller Energy’s reverse split?

No fractional shares will be issued from the reverse split. Under Brenmiller Energy’s Articles of Association, fractional holdings are rounded to the nearest whole share, with only shareholders holding more than half of a consolidated share receiving one whole consolidated ordinary share.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934

For the month of April 2026

Commission File Number: 001-41402

BRENMILLER ENERGY LTD.
(Translation of registrant’s name into English)

13 Amal St. 4^th Floor, Park Afek
Rosh Haayin, 4809249 Israel
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒             Form 40-F ☐

CONTENTS

On April 10, 2026, Brenmiller Energy Ltd. (the “Company”), issued a press release titled “Brenmiller Energy Ltd. Announces Expected Implementation of 5-for-1 Reverse Share Split”, a copy of which is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K (this “Report”).

This Report of Foreign Private Issuer on Form 6-K is incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-272377, 333-273028, 333-283874, 333-289219, 333-290642, 333-292634, 333-293660 and 333-294341) and Form S-8 (File Nos. 333-272266, 333-278602, 333-284377 and 333-290040), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report of Foreign Private Issuer on Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

1

EXHIBIT INDEX

Exhibit No.
99.1		Press release issued by Brenmiller Energy Ltd. dated April 10, 2026, titled “Brenmiller Energy Ltd. Announces Expected Implementation of 5-for-1 Reverse Share Split”.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Brenmiller Energy Ltd.
Date: April 10, 2026	By:	/s/ Ofir Zimmerman
		Name:	Ofir Zimmerman
		Title:	Chief Financial Officer

3

Exhibit 99.1

Brenmiller Energy Ltd. Announces Expected Implementation of 5-for-1 Reverse Share Split

ROSH HA’AYIN, Israel, April 10, 2026 (GLOBE NEWSWIRE) --  Brenmiller Energy Ltd. (“Brenmiller”, “Brenmiller Energy” or the “Company”) (Nasdaq: BNRG), a leading global provider of Thermal Energy Storage (“TES”) solutions for industrial and utility customers, today announced that a reverse share split of its issued and outstanding ordinary shares, no par value per share (the “Ordinary Shares”) at a ratio of 5-for-1 is expected to be implemented after market close on April 14, 2026. The Company’s Ordinary Shares will begin trading on the Nasdaq Capital Market on a post-split basis at the market open on April 15, 2026 under the Company’s existing trading symbol “BNRG”.

The reverse share split was approved by the Company’s shareholders at the Company’s Special General Meeting of Shareholders held on March 31, 2026 (the “Meeting”).

Following the reverse share split, the Company’s outstanding Ordinary Shares will be reduced from 2,577,327 Ordinary Shares to 515,465 Ordinary Shares, proportionate to the approved reverse split ratio. The Company’s authorized share capital will not be impacted by the implementation of the reverse share split and will remain 150,000,000 ordinary shares and 25,000 preferred shares following the consummation of the reverse share split.

The Company’s preferred shares, no par-value each (the “Preferred Shares”), shall not be reduced as a result of the reverse share split; instead, the applicable conversion ratio of the Preferred Shares shall be proportionally adjusted to reflect the reverse share split.

No fractional shares will be issued as a result of the reverse split. In accordance with the Company’s Articles of Association, all fractional shares will be rounded to the nearest whole Ordinary Share such that only shareholders holding fractional consolidated shares of more than half of the number of shares which consolidation constitutes one whole share shall be entitled to receive one consolidated share.

About Brenmiller Energy Ltd.

Brenmiller Energy helps energy-intensive industries and power producers end their reliance on fossil fuel boilers. Brenmiller’s patented bGen™ ZERO thermal battery is a modular and scalable energy storage system that turns renewable electricity into zero-emission heat. It charges using low-cost renewable electricity and discharges a continuous supply of heat on demand and according to its customers’ needs. The most experienced thermal battery developer on the market, Brenmiller operates the world’s only gigafactory for thermal battery production and is trusted by leading multinational energy companies. For more information visit the Company’s website at https://bren-energy.com/ and follow the company on X and LinkedIn.

Forward-Looking Statements:

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Statements that are not statements of historical fact may be deemed to be forward-looking statements. For example, the Company is using forward-looking statements when discussing the implementation of the reverse share split. Without limiting the generality of the foregoing, words such as “plan,” “project,” “potential,” “seek,” “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate” or “continue” are intended to identify forward-looking statements. Readers are cautioned that certain important factors may affect the Company’s actual results and could cause such results to differ materially from any forward-looking statements that may be made in this press release. Factors that may affect the Company’s results include, but are not limited to: the Company’s planned level of revenues and capital expenditures; risks associated with the adequacy of existing cash resources; the demand for and market acceptance of our products; impact of competitive products and prices; product development, commercialization or technological difficulties; the success or failure of negotiations; trade, legal, social and economic risks; and political, economic and military instability in the Middle East, specifically in Israel. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s Annual Report on Form 20-F for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 25, 2026, which is available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact:

Crescendo Communications, LLC

212-671-1020

bnrg@crescendo-ir.com

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE ISSUED BY BRENMILLER ENERGY LTD. DATED APRIL 10, 2026, TITLED "BRE 8.3 KB