Brenmiller Energy (BNRG) shareholders approve sole item at adjourned special meeting

Rhea-AI Filing Summary

Brenmiller Energy Ltd. held a Special General Meeting of Shareholders on March 31, 2026. The meeting was initially convened at 10:00 a.m. Israel time but was adjourned because the required quorum was not present. An adjourned meeting was then held at 12:00 p.m. Israel time, where a quorum was reached. Shareholders voted on and approved the sole agenda item, which had been detailed in the company’s earlier notice and proxy statement furnished on March 16, 2026. This report is also incorporated by reference into several of Brenmiller’s effective registration statements on Form F-3 and Form S-8.

Key Figures

Special meeting date: March 31, 2026 Initial meeting time: 10:00 a.m. Israel time Adjourned meeting time: 12:00 p.m. Israel time +2 more

5 metrics

Special meeting date March 31, 2026 Date of Special General Meeting of Shareholders

Initial meeting time 10:00 a.m. Israel time Original Special General Meeting time without quorum

Adjourned meeting time 12:00 p.m. Israel time Adjourned meeting where quorum was present

Number of Form F-3 file numbers 8 file numbers Form F-3 registration statements incorporating this 6-K

Number of Form S-8 file numbers 4 file numbers Form S-8 registration statements incorporating this 6-K

Key Terms

Special General Meeting of Shareholders, quorum, Report of Foreign Private Issuer, Registration Statements on Form F-3, +1 more

5 terms

Special General Meeting of Shareholders financial

"convened its Special General Meeting of Shareholders at 10:00 a.m."

quorum financial

"The Meeting was adjourned due to lack of the required quorum present"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Report of Foreign Private Issuer regulatory

"This Report of Foreign Private Issuer on Form 6-K is incorporated by reference"

A report of a foreign private issuer is a formal filing that a non‑U.S. company makes to U.S. regulators to share important business, financial, or governance information with American investors. Think of it as a regular update or press packet that keeps investors informed about events that could change a company’s value—like earnings, management changes, contracts, or regulatory developments—so investors can make timely, informed decisions.

Registration Statements on Form F-3 regulatory

"incorporated by reference into the Company’s Registration Statements on Form F-3"

Form S-8 regulatory

"and Form S-8 (File Nos. 333-272266, 333-278602, 333-284377 and 333-290040)"

A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934

For the month of March 2026 (Report No. 5)

Commission File Number: 001-41402

BRENMILLER ENERGY LTD.
(Translation of registrant’s name into English)

13 Amal St. 4^th Floor, Park Afek
Rosh Haayin, 4809249 Israel
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒        Form 40-F ☐

CONTENTS

Results of Special General Meeting of Shareholders

On March 31, 2026, Brenmiller Energy Ltd. (the “Company”), convened its Special General Meeting of Shareholders at 10:00 a.m. Israel time (the “Meeting”). The Meeting was adjourned due to lack of the required quorum present to open and conduct the Meeting. The adjourned Meeting was held at 12:00 p.m. Israel time, a quorum was present and the shareholders of the Company voted upon and approved the sole agenda item, as was proposed and described in the Company’s Notice and Proxy Statement for the Meeting which were included as Exhibits 99.1 and 99.2, respectively, to the Company’s Report of Foreign Private Issuer on Form 6-K that the Company furnished to the Securities and Exchange Commission on March 16, 2026.

This Report of Foreign Private Issuer on Form 6-K is incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-272377, 333-273028, 333-283874, 333-289219, 333-290642, 333-292634, 333-293660 and 333-294341) and Form S-8 (File Nos. 333-272266, 333-278602, 333-284377 and 333-290040), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report of Foreign Private Issuer on Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Brenmiller Energy Ltd.
Date: March 31, 2026	By:	/s/ Ofir Zimmerman
		Name:	Ofir Zimmerman
		Title:	Chief Financial Officer

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FAQ

What did Brenmiller Energy Ltd. (BNRG) report in its March 2026 Form 6-K?

Brenmiller Energy Ltd. reported the results of its March 31, 2026 Special General Meeting of Shareholders. The adjourned meeting achieved a quorum and shareholders approved the sole agenda item described in earlier proxy materials.

Why was Brenmiller Energy’s March 31, 2026 Special General Meeting adjourned?

The Special General Meeting was adjourned because the required quorum was not present at 10:00 a.m. Israel time. An adjourned meeting at 12:00 p.m. Israel time obtained a quorum and proceeded with the shareholder vote.

What was decided at Brenmiller Energy’s adjourned Special General Meeting on March 31, 2026?

At the adjourned Special General Meeting held at 12:00 p.m. Israel time, Brenmiller Energy’s shareholders approved the sole agenda item. The specific details were provided in the company’s March 16, 2026 notice and proxy statement.

How is this Brenmiller Energy (BNRG) Form 6-K used in existing registration statements?

This Form 6-K is incorporated by reference into Brenmiller Energy’s Registration Statements on Form F-3 and Form S-8. From its submission date, it becomes part of those registration statements unless later filings supersede it.

Which SEC registration forms reference this Brenmiller Energy March 2026 Form 6-K?

The report is incorporated by reference into Brenmiller Energy’s Form F-3 registration statements with file numbers 333-272377 through 333-294341 and Form S-8 registration statements with file numbers 333-272266, 333-278602, 333-284377 and 333-290040.

Who signed Brenmiller Energy’s March 31, 2026 Form 6-K report?

The report was signed on behalf of Brenmiller Energy Ltd. by Ofir Zimmerman, who is identified as the company’s Chief Financial Officer. The signature confirms the company’s authorization of the submitted information.