Brenmiller Energy (NASDAQ: BNRG) plans 7-for-1 reverse share split

Rhea-AI Filing Summary

Brenmiller Energy Ltd. is implementing a 7-for-1 reverse share split of its issued and outstanding ordinary shares. The split is expected to take effect after market close on January 23, 2026, with the shares trading on a post-split basis on the Nasdaq Capital Market starting January 26, 2026 under the existing symbol BNRG.

After the reverse split, the number of outstanding ordinary shares will decrease from 5,010,962 to 715,852, consistent with the 7-for-1 ratio, while the authorized capital will remain at 150,000,000 ordinary shares and 25,000 preferred shares. Preferred shares will not be reduced; instead, their conversion ratio will be adjusted to reflect the split. No fractional shares will be issued, and fractional positions will be rounded to the nearest whole share based on the company’s articles.

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 January 2026 (Report No. 2)

Commission file number: 001-41402

BRENMILLER ENERGY LTD.

(Translation of registrant’s name into English)

13 Amal St. 4th 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 January 21, 2026, Brenmiller Energy Ltd. (the “Company”), issued a press release titled “Brenmiller Energy Ltd. Announces Expected Implementation of 7-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”).

The press release attached as Exhibit 99.1 to this Report is incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-292634, 333-289219, 333-283874, 333-272377, 333-273028 and 333-290642) 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a part thereof from the date on which this Report of Foreign Private Issuer on Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit No.
99.1		Press release issued by Brenmiller Energy Ltd. dated January 21, 2026, titled “Brenmiller Energy Ltd. Announces Expected Implementation of 7-for-1 Reverse Share Split.”

1

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: January 21, 2026	By:	/s/ Ofir Zimmerman
		Name:	Ofir Zimmerman
		Title:	Chief Financial Officer

2

Exhibit 99.1

 

Brenmiller Energy Ltd. Announces Expected Implementation of 7-for-1 Reverse Share Split

ROSH HA’AYIN, Israel, January 21, 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 7-for-1 is expected to be implemented after market close on January 23, 2026. The Company’s Ordinary Shares will begin trading on the Nasdaq Capital Market on a post-split basis at the market open on January 26, 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 January 13, 2026 (the “Meeting”).

Following the reverse share split, the Company’s outstanding Ordinary Shares will be reduced from 5,010,962 Ordinary Shares to 715,852 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, 2024 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 4, 2025, 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: investors@bren-energy.com

FAQ

What did Brenmiller Energy Ltd. (BNRG) announce in this 6-K?

Brenmiller Energy Ltd. announced the expected implementation of a 7-for-1 reverse share split of its issued and outstanding ordinary shares.

When will Brenmiller Energy’s 7-for-1 reverse share split take effect?

The reverse share split is expected to be implemented after market close on January 23, 2026, with post-split trading beginning on January 26, 2026.

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

Following the reverse split, outstanding ordinary shares will decrease from 5,010,962 to 715,852, in line with the approved 7-for-1 ratio.

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

No. The authorized capital will remain 150,000,000 ordinary shares and 25,000 preferred shares after the reverse share split.

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

The number of preferred shares will not be reduced; instead, the conversion ratio of the preferred shares will be proportionally adjusted to reflect the 7-for-1 reverse split.

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

No fractional shares will be issued. Fractional positions will be rounded to the nearest whole ordinary share, with shareholders holding more than half a consolidated share entitled to one whole share.

Does Brenmiller Energy’s Nasdaq ticker change after the reverse split?

No. The ordinary shares will continue to trade on the Nasdaq Capital Market under the existing ticker symbol BNRG on a post-split basis.