Brenmiller Energy (Nasdaq: BNRG) sets 6-for-1 reverse split for August 2026

Rhea-AI Filing Summary

Brenmiller Energy Ltd. is implementing a 6-for-1 reverse share split of its issued and outstanding ordinary shares. The split is expected to be effective after market close on August 12, 2026, with the shares trading on a post-split basis on the Nasdaq Capital Market from August 13, 2026 under the symbol BNRG. The action was approved at a Special General Meeting of Shareholders held on July 27, 2026.

Following the reverse split, outstanding ordinary shares will be reduced from 4,325,329 to 720,888. Authorized share 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 proportionally. No fractional shares will be issued, and fractional positions will be rounded to the nearest whole share according to the Company’s Articles of Association.

Filing Explained

Beyond announcing the expected 6-for-1 reverse split, the August 7 Form 6-K is incorporated into Brenmiller’s listed Form F-3 and Form S-8 registration statements, making this disclosure part of those filings from submission unless later superseded.

Key Figures

Reverse share split ratio: 6-for-1 Outstanding Ordinary Shares pre-split: 4,325,329 shares Outstanding Ordinary Shares post-split: 720,888 shares +4 more

7 metrics

Reverse share split ratio 6-for-1 Ratio for consolidation of issued and outstanding ordinary shares

Outstanding Ordinary Shares pre-split 4,325,329 shares Issued and outstanding ordinary shares before the reverse share split

Outstanding Ordinary Shares post-split 720,888 shares Expected issued and outstanding ordinary shares after the 6-for-1 reverse share split

Authorized Ordinary Shares 150,000,000 shares Authorized ordinary share capital remains unchanged after the reverse split

Authorized Preferred Shares 25,000 shares Authorized Preferred Shares remain unchanged; only conversion ratio adjusts

Post-split trading date August 13, 2026 Ordinary Shares begin trading on a post-split basis on Nasdaq Capital Market

Shareholder approval date July 27, 2026 Reverse share split approved at Special General Meeting of Shareholders

Key Terms

reverse share split, Thermal Energy Storage, Nasdaq Capital Market, Preferred Shares, +1 more

5 terms

reverse share split financial

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

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.

Thermal Energy Storage technical

"a leading global provider of Thermal Energy Storage (“TES”) solutions"

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.

Nasdaq Capital Market financial

"Ordinary Shares will begin trading on the Nasdaq Capital Market on a post-split basis"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

Preferred Shares financial

"The Company’s preferred shares, no par-value each (the “Preferred Shares”)"

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.

bGen™ technology technical

"Through its patented bGen™ technology and BrenX infrastructure initiative"

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FAQ

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

Brenmiller Energy announced a 6-for-1 reverse share split of its issued and outstanding ordinary shares. Each six existing ordinary shares will be consolidated into one share, changing the share count but not the company’s total authorized capital.

When will Brenmiller Energy’s (BNRG) 6-for-1 reverse share split take effect?

The reverse share split is expected to be implemented after market close on August 12, 2026. Brenmiller Energy’s ordinary shares will begin trading on a post-split basis on the Nasdaq Capital Market on August 13, 2026 under the existing ticker BNRG.

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

Following the 6-for-1 reverse share split, Brenmiller Energy’s outstanding ordinary shares will decrease from 4,325,329 to 720,888. This reflects the approved consolidation ratio while leaving the number of authorized ordinary and preferred shares unchanged.

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

No. After the 6-for-1 reverse share split, authorized share capital will remain at 150,000,000 ordinary shares and 25,000 preferred shares. The change only affects the number of issued and outstanding ordinary shares, not the overall authorized amounts.

How are Brenmiller Energy’s Preferred Shares affected by the reverse share split?

The number of Preferred Shares will not be reduced by the reverse split. Instead, the conversion ratio of those Preferred Shares will be proportionally adjusted to reflect the 6-for-1 consolidation of the ordinary shares, maintaining their economic relationship.

Will BNRG shareholders receive fractional shares after the 6-for-1 reverse share split?

No fractional shares will be issued. Under Brenmiller Energy’s Articles of Association, fractional positions will be rounded to the nearest whole ordinary share, and only holders with fractional consolidated shares of more than half a share will receive one whole share.

When did Brenmiller Energy (BNRG) shareholders approve the reverse share split?

Shareholders approved the 6-for-1 reverse share split at Brenmiller Energy’s Special General Meeting of Shareholders held on July 27, 2026. The company later announced the expected implementation timeline in an August 7, 2026 press release.

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 August 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 August 7, 2026, Brenmiller Energy Ltd. (the “Company”), issued a press release titled “Brenmiller Energy Ltd. Announces Expected Implementation of 6-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 is incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos 333-273028, 333-283874, 333-289219, 333-290642, 333-292634, 333-293660, 333-294341, 333-295594, 333-296507, 333-296898, and 333-297567) 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 August 7, 2026, titled “Brenmiller Energy Ltd. Announces Expected Implementation of 6-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: August 7, 2026	By:	/s/ Ofir Zimmerman
		Name:	Ofir Zimmerman
		Title:	Chief Financial Officer

2

Exhibit 99.1

Brenmiller Energy Ltd. Announces Expected Implementation of 6-for-1 Reverse Share Split

ROSH HA’AYIN, Israel, August 7, 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 6-for-1 is expected to be implemented after market close on August 12, 2026. The Company’s Ordinary Shares will begin trading on the Nasdaq Capital Market on a post-split basis at the market open on August 13, 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 July 27, 2026 (the “Meeting”).

Following the reverse share split, the Company’s outstanding Ordinary Shares will be reduced from 4,325,329 Ordinary Shares to 720,888 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 (Nasdaq: BNRG) is a leading clean energy company powered by proprietary TES technology. Through its patented bGen™ technology and BrenX infrastructure initiative, Brenmiller is evolving from thermal energy storage into integrated clean heat-and-power solutions designed to help industrial and utility customers reduce emissions, improve energy economics, enhance resilience, and accelerate the transition away from fossil fuel-based energy systems. For more information, visit the Company’s website at https://bren-energy.com/.

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 AUGUST 7, 2026, TITLED "BRE 8.3 KB