SEC FORM 3

SEC FORM 3SEC 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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
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)