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  4. [Form 3] Turbogen Ltd. Initial Statement of Beneficial Ownership

Turbogen CFO reports stake in 176,875 shares

Turbogen Ltd. (TRBG) reported the initial equity holdings of Chief Financial Officer Hashai Neta Zruya.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Turbogen Ltd. (TRBG) reported the initial equity holdings of Chief Financial Officer Hashai Neta Zruya. As of August 25, 2026, she beneficially holds 176,875 ordinary shares, including granted restricted share units, and two option grants over an additional 235,000 ordinary shares at fixed exercise prices.

The 176,875 ordinary shares position consists of 21,875 shares, 70,000 RSUs granted on October 5, 2025 and 85,000 RSUs granted on April 29, 2026. The 2025 RSUs vest 31.25% initially and 6.25% quarterly thereafter, with 21,875 vested and 48,125 unvested as of August 25, 2026. The 2026 RSUs vest in 6.25% quarterly installments, all 85,000 unvested as of that date. Option grants cover 150,000 shares at $5.54 per share expiring October 5, 2035 and 85,000 shares at $6.18 per share expiring April 29, 2036; footnotes state none of these options have been exercised.

Positive

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Insider Hashai Neta Zruya
Role Chief Financial Officer
Type Security Shares Price Value
holding Share option (right to buy) F3, F2 -- -- --
holding Share option (right to buy) F5, F4 -- -- --
holding Ordinary shares F1 -- -- --
Holdings After Transaction: Share option (right to buy) — 235,000 contracts (Direct); Ordinary shares — 176,875 shares (Direct)
Footnotes (5)
  1. F1. Represents (i) 21,875 ordinary shares; (ii) 70,000 restricted share units ("RSUs") granted on October 5, 2025, 31.25% of which vest on and the remaining 68.75% vest in equal quarterly installments of 6.25% thereafter, of which 21,875 RSUs have vested and 48,125 remain unvested as of August 25, 2026; and (iii) 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 150,000 options were granted on October 5, 2025 and vested in equal quarterly installments of 6.25% beginning May 2, 2025. As of August 25, 2026, 46,875 options are fully vested and none have been exercised into ordinary shares.
  3. F3. The options were granted with an exercise price of NIS 16.60 per share. For purposes of this Form 3, the exercise price has been converted into U.S. dollars using an exchange rate of NIS 2.774 to USD $1.00 as of August 24, 2026, resulting in an exercise price of $5.54 per share.
  4. F4. A total of 85,000 options were granted on April 29, 2026 and vested 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.
  5. F5. 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.
Beneficially owned ordinary shares 176,875 shares Direct beneficial ownership as of August 25, 2026
Ordinary shares held outright 21,875 shares Component of total beneficial ownership as of August 25, 2026
RSUs granted October 5, 2025 70,000 RSUs 31.25% vest initially, then 6.25% quarterly; 21,875 vested and 48,125 unvested as of August 25, 2026
RSUs granted April 29, 2026 85,000 RSUs Vest in 6.25% quarterly installments; all 85,000 unvested as of August 25, 2026
Options expiring October 5, 2035 150,000 shares at $5.54 per share Share options over ordinary shares; none exercised as of August 25, 2026
Options expiring April 29, 2036 85,000 shares at $6.18 per share Share options over ordinary shares; none exercised as of August 25, 2026
Vested options from 2025 grant 46,875 options Portion of 150,000-option grant stated as fully vested as of August 25, 2026
restricted share units ("RSUs") financial
"Represents (i) 21,875 ordinary shares; (ii) 70,000 restricted share units ("RSUs") granted"
exercise price financial
"The options were granted with an exercise price of NIS 16.60 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.
vested financial
"As of August 25, 2026, 46,875 options are fully vested and none have been exercised"
ordinary shares financial
"Each RSU represents the right to receive one ordinary share."
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.
beneficially holds financial
"Represents (i) 21,875 ordinary shares; (ii) 70,000 restricted share units"

FAQ

What equity stake does Turbogen Ltd. (TRBG) CFO Hashai Neta Zruya report on this Form 3?
Hashai Neta Zruya reports beneficial ownership of 176,875 ordinary shares of Turbogen Ltd. This consists of 21,875 shares and restricted share units that each represent the right to receive one ordinary share, as detailed in the footnotes as of August 25, 2026.

How are the 176,875 ordinary shares of TRBG held by the CFO composed?
The 176,875 ordinary shares comprise 21,875 ordinary shares, 70,000 RSUs granted October 5, 2025, and 85,000 RSUs granted April 29, 2026. As of August 25, 2026, 21,875 RSUs from the 2025 grant are vested and 133,125 RSUs remain unvested in total.

What option awards over Turbogen Ltd. (TRBG) shares does the CFO report?
The CFO reports options over 150,000 ordinary shares at an exercise price of $5.54 per share expiring October 5, 2035, and options over 85,000 ordinary shares at an exercise price of $6.18 per share expiring April 29, 2036. Footnotes state none have been exercised.

What are the vesting details of the 70,000 RSUs reported by the TRBG CFO?
The 70,000 RSUs granted October 5, 2025 vest 31.25% on the initial vesting date and the remaining 68.75% in equal quarterly installments of 6.25%. As of August 25, 2026, 21,875 RSUs have vested and 48,125 remain unvested.

When do the 85,000 RSUs granted to the Turbogen Ltd. CFO begin vesting?
The 85,000 RSUs granted on April 29, 2026 vest in equal quarterly installments of 6.25% beginning after the grant date. As of August 25, 2026, the filing states that all 85,000 RSUs from this grant remain unvested.

Have any of the options reported by the TRBG CFO been exercised as of August 25, 2026?
No. The filing states that, as of August 25, 2026, none of the 150,000 options granted October 5, 2025 nor the 85,000 options granted April 29, 2026 have been exercised into ordinary shares.

How many of the 150,000 TRBG options granted in 2025 are vested?
For the 150,000 options granted on October 5, 2025, the filing states they vest in 6.25% quarterly installments beginning May 2, 2025 and that, as of August 25, 2026, 46,875 options are fully vested and none have been exercised.

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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*
Hashai Neta Zruya
(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 Financial 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 shares176,875(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)05/02/2025(2)10/05/2035Ordinary shares150,000$5.54(3)D
Share option (right to buy)04/29/2027(4)04/29/2036Ordinary shares85,000$6.18(5)D
Explanation of Responses:
1. Represents (i) 21,875 ordinary shares; (ii) 70,000 restricted share units ("RSUs") granted on October 5, 2025, 31.25% of which vest on and the remaining 68.75% vest in equal quarterly installments of 6.25% thereafter, of which 21,875 RSUs have vested and 48,125 remain unvested as of August 25, 2026; and (iii) 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 150,000 options were granted on October 5, 2025 and vested in equal quarterly installments of 6.25% beginning May 2, 2025. As of August 25, 2026, 46,875 options are fully vested and none have been exercised into ordinary shares.
3. The options were granted with an exercise price of NIS 16.60 per share. For purposes of this Form 3, the exercise price has been converted into U.S. dollars using an exchange rate of NIS 2.774 to USD $1.00 as of August 24, 2026, resulting in an exercise price of $5.54 per share.
4. A total of 85,000 options were granted on April 29, 2026 and vested 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.
5. 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/ Neta Zruya Hashai08/31/2026
** 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)

Source: View Original Filing on SEC EDGAR