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 ^*

Hashai Neta Zruya

(Last)

(First)

(Middle)

22 EFAL STREET, KIRYAT ARYEH

(Street)

PETAH TIKVA

4951122

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/28/2026

3. Issuer Name and Ticker or Trading Symbol
Turbogen Ltd. [ TRBG ]

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

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

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

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	176,875 ⁽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)
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)
Share option (right to buy)	05/02/2025⁽²⁾	10/05/2035	Ordinary shares	150,000	5.54 ⁽³⁾	D
Share option (right to buy)	04/29/2027⁽⁴⁾	04/29/2036	Ordinary shares	85,000	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 Hashai	08/31/2026
	** 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 4 (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).
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