| 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*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
Enlight Renewable Energy Ltd. [ ENLT ] | |||||||||||||||
| 3a. Foreign Trading Symbol
[ENLT] | 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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, NIS 0.1 par value per share | 889,947.1(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 Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Performance-Based RSUs | (2) | (2) | Ordinary shares, NIS 0.1 par value per share | 76,055 | (2) | D | |
| Stock Options (right to buy) | (3) | 09/30/2028 | Ordinary shares, NIS 0.1 par value per share | 352,207 | $23.22(4) | D | |
| Stock Options (right to buy) | (5) | 10/01/2032 | Ordinary shares, NIS 0.1 par value per share | 345,927 | $27.33(6) | D | |
| Explanation of Responses: |
| 1. Includes (i) 65,268 restricted share units granted on April 17, 2024, with 21,756 vesting on each of April 17, 2026, April 17, 2027, and April 17, 2028; and (ii) 6,726 restricted share units granted on October 1, 2025, with 1,681 vesting on October 1, 2026, 1,682 vesting on October 1, 2027, 1,681 vesting on October 1, 2028, and 1,682 vesting on October 1, 2029. Each restricted share unit represents a contingent right to receive one ordinary share of the Company. |
| 2. Performance-based RSUs ("PSUs") were granted on October 1, 2025 and vest in four annual tranches beginning 12 months after the grant date, subject to continued service as an office holder and achievement of performance metrics for the preceding calendar year. The metrics, Total Income and Revenues, and Adjusted EBITDA (each as reported in the Company's Annual Report on Form 20-F), are measured against the midpoint of the Company's forecast published at the start of the applicable performance year. Achievement of 90% of the target yields 50% vesting for that metric's portion of the tranche, with linear interpolation for achievement between 90% and 100%. Metrics are weighted equally and evaluated independently; overperformance in one cannot offset the other. Each PSU represents a contingent right to receive one ordinary share of the Company upon vesting. |
| 3. Stock options were granted on September 30, 2021, with 8,457 having vested on December 30, 2022, 31,250 having vested on March 30, 2023, 31,250 having vested on June 30, 2023, 31,250 having vested on September 30, 2023, 50,000 having vested on December 30, 2023, 50,000 having vested on March 30, 2023, 50,000 having vested on June 30, 2023, 50,000 having vested on September 30, 2024, 12,500 having vested on December 30, 2024, 12,500 having vested on March 30, 2025, 12,500 having vested on June 30, 2025, and 12,500 having vested on September 30, 2025. |
| 4. Represents an exercise price of NIS 71.89, converted to U.S. dollars using the Bank of Israel representative exchange rate of $1.00 to NIS 3.096 as of March 18, 2026. |
| 5. Stock options were granted on October 1, 2025, with 86,481 vesting on October 1, 2026, and 86,482 vesting on each of October 1, 2027, October 1, 2028, and October 1, 2029. |
| 6. Represents an exercise price of NIS 84.60, converted to U.S. dollars using the Bank of Israel representative exchange rate of $1.00 to NIS 3.096 as of March 18, 2026. |
| Remarks: |
| Exhibit List: Exhibit 24 - Power of Attorney by Gilad Yavetz |
| /s/ Helit Megido as attorney-in-fact for Gilad Yavetz | 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) | ||