SCHEDULE: Brenmiller Founder Reduces Stake Below 5%
Beneficial Ownership Amendment
Avraham Brenmiller, founder of Brenmiller Energy Ltd., has reduced his beneficial ownership in the company to below 5% following warrant exercises by an investor.
Summary
- Avraham Brenmiller, the Reporting Person, has ceased to be a beneficial owner of more than five percent (5%) of Brenmiller Energy Ltd.'s outstanding Ordinary Shares.
- This change occurred on August 21, 2025, in connection with the exercise of certain pre-funded warrants to purchase Ordinary Shares held by an investor.
- As of October 20, 2025, the Reporting Person beneficially owns 182,516 Ordinary Shares, representing 4.67% of the 3,859,800 outstanding Ordinary Shares.
- The 182,516 shares include 130,315 Ordinary Shares and 52,201 securities exercisable into Ordinary Shares within 60 days.
- The Issuer effected a 5-for-1 reverse share split of its ordinary shares on June 20, 2025, and all historical share quantities and per share data are presented on a post-split basis.
- This Schedule 13D/A constitutes an exit filing for Avraham Brenmiller.
Sentiment
Score: 5
Explanation: The filing is a factual regulatory disclosure of a change in beneficial ownership by a founder. While a reduction in founder stake can sometimes be viewed negatively, the filing itself is neutral in tone and provides no additional context for interpretation beyond the ownership change.
Future Outlook
This filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.
Industry Context
This filing primarily concerns a change in individual beneficial ownership and does not provide information directly related to broader industry trends or competitive landscape.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Corporate Action | The Issuer effected a 5-for-1 reverse share split of its issued and outstanding ordinary shares. | 2025-06-20 | All historical quantities of ordinary shares and per share data are presented on a post-split basis, impacting share count and per-share metrics. |
Stakeholder Impact
- Shareholders may observe a change in the ownership structure, with the founder's direct stake falling below the 5% threshold, which could influence investor sentiment.
Key Dates
| Date | Description |
|---|---|
| 2022-07-07 | Initial Schedule 13D filed by Avraham Brenmiller. |
| 2023-02-16 | Amendment No. 1 to Schedule 13D filed. |
| 2024-07-08 | Amendment No. 2 to Schedule 13D filed. |
| 2025-02-23 | Amendment No. 3 to Schedule 13D filed. |
| 2025-06-18 | Issuer announced a 5-for-1 reverse share split. |
| 2025-06-20 | 5-for-1 reverse share split effected at market open on Nasdaq. |
| 2025-08-21 | Avraham Brenmiller ceased to be a beneficial owner of more than 5% of the Issuer's outstanding Ordinary Shares. |
| 2025-10-20 | Date as of which 3,859,800 Ordinary Shares were issued and outstanding. |
| 2025-10-21 | Date of signature for this Schedule 13D/A filing. |
Keywords
Brenmiller Energy, Avraham Brenmiller, Beneficial Ownership, Schedule 13D/A, Shareholder Stake, Reverse Stock Split, M2R43K404, SEC Filing
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