### 4 - FORM 4
SEC FORM
4 SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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: | 3235-0287 |
Estimated average burden |
hours per response: | 0.5 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
|
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person * SEROUSSI YAIR |
(Last) | (First) | (Middle) |
C/O ENLIGHT RENEWABLE ENERGY LTD. |
13 AMAL ST. AFEK INDUSTRIAL PARK |
(Street) ROSH HA'AYIN | | 4809249 |
(City) | (State) | (Zip) |
ISRAEL
|
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Enlight Renewable Energy Ltd.
[ ENLT ]
| 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable) X | Director | | 10% Owner |
| Officer (give title below) | X | Other (specify below) |
| | | VICE CHAIRMAN OF THE BOARD |
|
2a. Foreign Trading Symbol
[ ENLT ]
|
3. Date of Earliest Transaction
(Month/Day/Year)
05/28/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
X | Form filed by One Reporting Person |
| Form filed by More than One Reporting Person |
|
4. If Amendment, Date of Original Filed
(Month/Day/Year)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
| 2. Transaction Date
(Month/Day/Year) | 2A. Deemed Execution Date, if any
(Month/Day/Year) | 3. Transaction Code (Instr.
8)
| 4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
| 5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
| 6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
| 7. Nature of Indirect Beneficial Ownership (Instr.
4)
|
Code | V | Amount | (A) or (D) | Price |
Ordinary shares, NIS 0.1 par value per share | 05/28/2026 | | M | | 16,000 | A | $ 23.22 (1) | 30,233 (2) | D | |
Ordinary shares, NIS 0.1 par value per share | 05/28/2026 | | F | | 3,964 (3) | D | $ 102.24 (4) | 26,269 (2) | D | |
Ordinary shares, NIS 0.1 par value per share | 05/28/2026 | | S | | 12,036 | D | $ 102.24 (4) | 14,233 (2) | D | |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
1. Title of Derivative Security (Instr.
3)
| 2. Conversion or Exercise Price of Derivative Security
| 3. Transaction Date
(Month/Day/Year) | 3A. Deemed Execution Date, if any
(Month/Day/Year) | 4. Transaction Code (Instr.
8)
| 5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
| 6. Date Exercisable and Expiration Date
(Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
| 8. Price of Derivative Security (Instr.
5)
| 9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
| 10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
| 11. Nature of Indirect Beneficial Ownership (Instr.
4)
|
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Options (right to buy) | $ 23.22 (1) | 05/28/2026 | | M | | | 16,000 |
(5) | 09/30/2028 | Ordinary shares, NIS 0.1 par value per share | 16,000 | $ 0 | 0 (5) | D | |
Stock Options (right to buy) | $ 27.33 (6) | | | | | | |
(7) | 10/01/2032 | Ordinary shares, NIS 0.1 par value per share | 51,574 (8) | | 51,574 (8) | D | |
Performance-Based RSUs | (9) | | | | | | |
(9) |
(9) | Ordinary shares, NIS 0.1 par value per share | 11,339 (8) | | 11,339 (8) | D | |
Explanation of Responses: |
1. 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. |
2. Includes 7,117 restricted share units granted on April 17, 2024, with 3,558 vesting on and April 17, 2027 and 3,559 vesting on April 17, 2028. Each restricted share unit represents a contingent right to receive one ordinary share of the Company. |
3. These shares were retained by the Company in payment of the exercise price of the employee stock options exercised by the Reporting Person. The amount retained by the Company was not in excess of the amount of the exercise price. |
4. Represents a transaction price of NIS 290.35, converted to U.S. dollars using the Bank of Israel representative exchange rate of $1.00 to NIS 2.840 as of the date immediately preceding the date of the transaction. |
5. Stock options were granted on September 30, 2021, with 8,875 having vested on each of December 30, 2023, March 30, 2024, June 30, 2024, September 30, 2024, December 30, 2024, March 30, 2025, June 30, 2025, and September 30, 2025. |
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. |
7. Stock options were granted on October 1, 2025, with 12,893 vesting on each of October 1, 2026, and October 1, 2028, and 12,894 vesting on each of October 1, 2027, and October 1, 2029. |
8. No transaction has been effected by the Reporting Person with respect to these securities, and they are being included in this Form 4 for informational purposes only. |
9. Performance-based RSUs ("PSUs") were granted on October 1, 2025 and vest in four annual tranches: 2,834 on October 1, 2026, and 2,835 on each of October 1, 2027, 2028, and 2029, 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. |
| By: /s/ Helit Megido as attorney-in-fact for Yair Seroussi | 06/01/2026 |
| ** 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). |
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 4: SEC 1474 (03-26) |
### 4 - FORM 4
X0609
4
2026-05-28
0
0001922641
Enlight Renewable Energy Ltd.
ENLT
ENLT
0001217656
SEROUSSI YAIR
true
C/O ENLIGHT RENEWABLE ENERGY LTD.
13 AMAL ST. AFEK INDUSTRIAL PARK
ROSH HA'AYIN
L3
4809249
ISRAEL
1
0
0
1
VICE CHAIRMAN OF THE BOARD
0
Ordinary shares, NIS 0.1 par value per share
2026-05-28
4
M
0
16000
23.22
A
30233
D
Ordinary shares, NIS 0.1 par value per share
2026-05-28
4
F
0
3964
102.24
D
26269
D
Ordinary shares, NIS 0.1 par value per share
2026-05-28
4
S
0
12036
102.24
D
14233
D
Stock Options (right to buy)
23.22
2026-05-28
4
M
0
16000
0
D
2028-09-30
Ordinary shares, NIS 0.1 par value per share
16000
0
D
Stock Options (right to buy)
27.33
2032-10-01
Ordinary shares, NIS 0.1 par value per share
51574
51574
D
Performance-Based RSUs
Ordinary shares, NIS 0.1 par value per share
11339
11339
D
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.
Includes 7,117 restricted share units granted on April 17, 2024, with 3,558 vesting on and April 17, 2027 and 3,559 vesting on April 17, 2028. Each restricted share unit represents a contingent right to receive one ordinary share of the Company.
These shares were retained by the Company in payment of the exercise price of the employee stock options exercised by the Reporting Person. The amount retained by the Company was not in excess of the amount of the exercise price.
Represents a transaction price of NIS 290.35, converted to U.S. dollars using the Bank of Israel representative exchange rate of $1.00 to NIS 2.840 as of the date immediately preceding the date of the transaction.
Stock options were granted on September 30, 2021, with 8,875 having vested on each of December 30, 2023, March 30, 2024, June 30, 2024, September 30, 2024, December 30, 2024, March 30, 2025, June 30, 2025, and September 30, 2025.
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.
Stock options were granted on October 1, 2025, with 12,893 vesting on each of October 1, 2026, and October 1, 2028, and 12,894 vesting on each of October 1, 2027, and October 1, 2029.
No transaction has been effected by the Reporting Person with respect to these securities, and they are being included in this Form 4 for informational purposes only.
Performance-based RSUs ("PSUs") were granted on October 1, 2025 and vest in four annual tranches: 2,834 on October 1, 2026, and 2,835 on each of October 1, 2027, 2028, and 2029, 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.
By: /s/ Helit Megido as attorney-in-fact for Yair Seroussi
2026-06-01