STOCK TITAN

Turbogen COO reports 130K-share ownership

Turbogen Ltd. (TRBG) reports the initial beneficial ownership of Chief Operating Officer Nir Ziv.

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Turbogen Ltd. (TRBG) reports the initial beneficial ownership of Chief Operating Officer Nir Ziv. He directly holds 130,756 ordinary shares, comprising 24,988 shares and RSUs that each convert into one ordinary share. These include RSU grants of 10,384 units from December 31, 2023, 10,384 units from March 30, 2025, and 85,000 units from April 29, 2026, with portions vesting in 6.25% quarterly installments. He also holds employee share options over 201,0​17 ordinary shares in total, with exercise prices of $3.45, $1.79, $3.39, and $6.18 per share and expirations between 2033 and 2036; some option grants are already fully vested while later grants begin vesting in 2024 and 2027.

Positive

  • None.

Negative

  • None.
Insider Nir Ziv
Role Chief Operating Officer
Type Security Shares Price Value
holding Share option (right to buy) F3, F2 -- -- --
holding Share option (right to buy) F5, F4 -- -- --
holding Share option (right to buy) F7, F6 -- -- --
holding Share option (right to buy) F9, F8 -- -- --
holding Ordinary shares F1 -- -- --
Holdings After Transaction: Share option (right to buy) — 202,169 contracts (Direct); Ordinary shares — 130,756 shares (Direct)
Footnotes (9)
  1. F1. Represents (i) 24,988 ordinary shares, no par value per share; (ii) 10,384 restricted share units ("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 5,841 RSUs have vested and 4,543 remain unvested as of August 25, 2026; (iii) 10,384 RSUs granted on March 30, 2025, which vest in equal quarterly installments of 6.25% thereafter, of which 10,384 RSUs remain unvested as of August 25, 2026; and (iv) 85,000 RSUs granted on April 29, 2026, which vest in equal quarterly installments of 6.25% thereafter, of which 85,000 RSUs remain unvested as of August 25, 2026. Each RSU represents the right to receive one ordinary share.
  2. F2. A total of 58,816 options were granted on January 26, 2023 and vested in equal quarterly installments of 6.25% beginning May 15, 2022. As of August 25, 2026, 58,816 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.
  3. F3. The 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.
  4. F4. A total of 28,848 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, 16,349 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.
  5. F5. The 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.
  6. F6. A total of 28,848 options were granted on March 30, 2025 and vested in equal quarterly installments of 6.25% beginning December 30, 2024. As of August 25, 2026, none of the options are fully vested and none have been exercised into ordinary shares.
  7. F7. The 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.
  8. F8. A total of 85,000 options were granted on April 29, 2026 and vest in equal quarterly installments of 6.25% beginning April 29, 2027. As of August 25, 2026, none of options are fully vested and none have been exercised into ordinary shares.
  9. F9. The 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.
Direct ordinary shares and RSUs 130,756 shares Direct beneficial ownership of ordinary shares and RSUs by Nir Ziv
RSUs December 31, 2023 grant 10,384 units Vesting 6.25% quarterly; 5,841 vested and 4,543 unvested as of August 25, 2026
RSUs March 30, 2025 grant 10,384 units Vesting 6.25% quarterly; 10,384 unvested as of August 25, 2026
RSUs April 29, 2026 grant 85,000 units Vesting 6.25% quarterly; 85,000 unvested as of August 25, 2026
Options at $3.45 exercise price 59,257 underlying shares Options expiring January 26, 2033; fully vested and unexercised as of August 25, 2026
Options at $1.79 exercise price 29,064 underlying shares Options expiring December 31, 2033; 16,349 fully vested, none exercised as of August 25, 2026
Options at $3.39 exercise price 28,848 underlying shares Options expiring March 30, 2035; none fully vested as of August 25, 2026
Options at $6.18 exercise price 85,000 underlying shares Options expiring April 29, 2036; vesting begins April 29, 2027, none fully vested as of August 25, 2026
restricted share units ("RSUs") financial
"Represents (i) 24,988 ordinary shares, no par value per share; (ii) 10,384 restricted share units ("RSUs")"
vest in equal quarterly installments of 6.25% financial
"granted on December 31, 2023, 56.25% of which vested and the remaining 43.75% vest in equal quarterly installments of 6.25%"
exercise price financial
"The options were granted with an exercise price of NIS 10.35 per share."
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
ordinary shares issuable upon exercise financial
"Number of ordinary shares issuable upon exercise of the options reflects adjustments"
beneficial ownership financial
"For purposes of this Form 3, the exercise price has been converted into U.S. dollars"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

What ownership in Turbogen Ltd. (TRBG) does COO Nir Ziv report on this Form 3?

He reports direct beneficial ownership of 130,756 ordinary shares of Turbogen Ltd. This total includes 24,988 shares and RSUs from three grants that each represent the right to receive one ordinary share upon vesting, all held directly.

How many RSUs in TRBG does Nir Ziv hold and how do they vest?

He holds RSUs from three grants: 10,384 units from December 31, 2023, 10,384 from March 30, 2025, and 85,000 from April 29, 2026. Each grant vests in 6.25% quarterly installments after its start date, with varying portions vested by August 25, 2026.

What option grants on Turbogen (TRBG) shares does Nir Ziv hold and at what exercise prices?

He holds four option grants over 59,257, 29,064, 28,848, and 85,000 ordinary shares with exercise prices of $3.45, $1.79, $3.39, and $6.18 per share, respectively. These options expire between January 26, 2033 and April 29, 2036.

Are Nir Ziv’s options in TRBG currently exercisable or already exercised?

As of August 25, 2026, specified option grants totaling 58,816 and 16,349 options are fully vested, while other later grants are not yet fully vested. The filing states that none of the reported options have been exercised into ordinary shares.

How many Turbogen (TRBG) RSUs held by Nir Ziv are vested versus unvested?

From the December 31, 2023 grant, 5,841 RSUs are vested and 4,543 unvested. From the March 30, 2025 grant, 10,384 RSUs remain unvested. From the April 29, 2026 grant, 85,000 RSUs remain unvested, all as of August 25, 2026.

What is the total number of TRBG shares underlying Nir Ziv’s option holdings?

The options reported cover 59,257, 29,064, 28,848, and 85,000 underlying ordinary shares of Turbogen Ltd., representing 201,169 shares in total that could be issued upon exercise, subject to vesting and other plan terms.

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SEC Form 3
FORM 3UNITED 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
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Nir Ziv

(Last)(First)(Middle)
22 EFAL STREET, KIRYAT ARYEH

(Street)
PETAH TIKVA4951122

(City)(State)(Zip)

ISRAEL

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
08/28/2026
3. Issuer Name and Ticker or Trading Symbol
Turbogen Ltd. [ TRBG ]
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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 shares130,756(1)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 ExercisableExpiration DateTitleAmount or Number of Shares
Share option (right to buy)05/15/2022(2)01/26/2033Ordinary shares59,257$3.45(3)D
Share option (right to buy)12/30/2023(4)12/31/2033Ordinary shares29,064$1.79(5)D
Share option (right to buy)12/30/2024(6)03/30/2035Ordinary shares28,848$3.39(7)D
Share option (right to buy)04/29/2027(8)04/29/2036Ordinary shares85,000$6.18(9)D
Explanation of Responses:
1. Represents (i) 24,988 ordinary shares, no par value per share; (ii) 10,384 restricted share units ("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 5,841 RSUs have vested and 4,543 remain unvested as of August 25, 2026; (iii) 10,384 RSUs granted on March 30, 2025, which vest in equal quarterly installments of 6.25% thereafter, of which 10,384 RSUs remain unvested as of August 25, 2026; and (iv) 85,000 RSUs granted on April 29, 2026, which vest in equal quarterly installments of 6.25% thereafter, of which 85,000 RSUs remain unvested as of August 25, 2026. Each RSU represents the right to receive one ordinary share.
2. A total of 58,816 options were granted on January 26, 2023 and vested in equal quarterly installments of 6.25% beginning May 15, 2022. As of August 25, 2026, 58,816 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.
3. The 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.
4. A total of 28,848 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, 16,349 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.
5. The 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.
6. A total of 28,848 options were granted on March 30, 2025 and vested in equal quarterly installments of 6.25% beginning December 30, 2024. As of August 25, 2026, none of the options are fully vested and none have been exercised into ordinary shares.
7. The 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.
8. A total of 85,000 options were granted on April 29, 2026 and vest in equal quarterly installments of 6.25% beginning April 29, 2027. As of August 25, 2026, none of options are fully vested and none have been exercised into ordinary shares.
9. The 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.
/s/ Ziv Nir08/31/2026
** Signature of Reporting PersonDate
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)