Deputy CEO of Brenmiller Energy (NASDAQ: BNRG) lists option stakes

Rhea-AI Filing Summary

Brenmiller Energy Ltd. deputy chief executive officer Nir Brenmiller filed an initial Form 3, detailing his existing equity interests in the company. The filing shows multiple employee stock options over ordinary shares with different exercise prices and expiration dates, some of which are fully vested or vest annually over three years. He also directly holds a small number of ordinary shares.

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Brenmiller Nir

(Last) (First) (Middle)

C/O BRENMILLER ENERGY LTD.

13 AMAL STREET

(Street)

ROSH HAAYIN 4809249

(City) (State) (Zip)

ISRAEL

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
Brenmiller Energy Ltd. [ BNRG ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Deputy Chief Executive Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	3	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee stock option (right to buy)	02/28/2025	02/28/2032	Ordinary shares	213(1)	$6,485(3)	D
Employee stock option (right to buy)	05/09/2024	05/09/2033	Ordinary shares	122(1)	$28.7	D
Employee stock option (right to buy)	08/08/2024	08/07/2029	Ordinary shares	590(1)	$0.35	D
Employee stock option (right to buy)	01/12/2025	01/12/2030	Ordinary shares	624(1)	$0.35	D
Employee stock option (right to buy)	09/25/2028	09/24/2030	Ordinary shares	27,711(2)	$5.09(4)	D
Employee stock option (right to buy)	12/29/2025	12/28/2030	Ordinary shares	8,936(1)	$0.07	D

Explanation of Responses:

1. Fully vested.

2. The options were granted on September 25, 2025, and vest on a yearly basis for three years from the date of grant.

3. Exercise price is calculated as the average of the exercise prices of the options granted, with (i) 71 options exercisable at an exercise price of $4,322; (ii) 71 options exercisable at an exercise price of $6,485; and (iii) 71 options exercisable at an exercise price of $8,648.

4. Exercise price is calculated as the average of the exercise prices of the options granted, with (i) 18,474 options exercisable at an exercise price of $0.07 and (ii) 9,237 options exercisable at an exercise price of $15.12.

	/s/ Brenmiller, Nir	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does Brenmiller Energy (BNRG) deputy CEO report in this Form 3?

Nir Brenmiller reports his existing equity interests, mainly employee stock options over ordinary shares with different exercise prices and expiration dates, plus a small direct holding of ordinary shares. Form 3 serves as an initial statement of beneficial ownership for insiders.

Are there any stock purchases or sales in the Brenmiller Energy (BNRG) Form 3?

The Form 3 does not show new stock purchases or sales. It lists existing holdings, including several employee stock option grants and a small direct share position, providing a snapshot of the deputy CEO’s current beneficial ownership in Brenmiller Energy.

What types of securities does Nir Brenmiller hold in Brenmiller Energy (BNRG)?

He holds employee stock options to buy ordinary shares at various exercise prices and expiration dates, along with a small number of ordinary shares held directly. These positions represent his current equity-based compensation and ownership in Brenmiller Energy.

Do any Brenmiller Energy (BNRG) options reported by the deputy CEO vest over time?

Yes. A footnote states that certain options were granted on September 25, 2025 and vest on a yearly basis for three years from the grant date, illustrating time-based vesting as part of the deputy CEO’s compensation structure at Brenmiller Energy.

What do the exercise price footnotes mean in the Brenmiller Energy (BNRG) Form 3?

Some exercise prices are described as averages of multiple tranches with different strike levels. For example, one note explains averages based on sets of options exercisable at several specific exercise prices, clarifying how the reported option exercise figures were calculated.