SEC FORM 4

SEC FORM 4SEC 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

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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^*

Nimrodi Nir

(Last)

(First)

(Middle)

291 CHINQUAPIN AVE

(Street)

CARLSBAD

CALIFORNIA

92008

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Evogene Ltd. [ EVGN ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$0.58⁽¹⁾	09/04/2026		A⁽²⁾		10,000		⁽³⁾	09/04/2036	Ordinary Shares	10,000	$0	10,000	D
Stock Option (right to buy)⁽⁴⁾	$11							04/20/2021	04/20/2030	Ordinary Shares	5,625		5,625	D
Stock Option (right to buy)⁽⁴⁾	$10.2							09/15/2023	09/15/2032	Ordinary Shares	1,800		1,800	D
Stock Option (right to buy)⁽⁴⁾	$6.4							05/11/2024	05/11/2033	Ordinary Shares	1,800		1,800	D
Stock Option (right to buy)⁽⁴⁾	$6.6							06/15/2025	06/15/2034	Ordinary Shares	1,800		1,800	D
Stock Option (right to buy)⁽⁴⁾	$1.29							08/18/2026	08/18/2035	Ordinary Shares	10,000		10,000	D

Explanation of Responses:

1. The exercise price of the stock options to purchase Ordinary Shares of the Issuer (the "Options") is New Israeli Shekels ("NIS") 1.75 per share, which is equivalent to $0.58 per share based on the representative exchange rate of NIS 3.0050 per U.S. dollar published by the Bank of Israel on September 4, 2026, the grant date.

2. The transaction reported in this row consists of the grant by the Issuer's board of directors to the Reporting Person of 10,000 Options. The Options were granted pursuant to, and are subject to the terms of, the Issuer's 2021 Share Incentive Plan.

3. The Options vest and become exercisable on a quarterly basis (25% per quarter) commencing on the grant date of September 4, 2026, such that they will be fully vested by September 4, 2027, the one-year anniversary of the grant date.

4. There were no transactions effected in respect of the securities reported in this row, and the holdings in this row are being included for informational purposes only.

Remarks:

Exhibit 24.1 - Power of Attorney.

	/s/ Nitsan Deutsch, attorney-in-fact	09/29/2026
	** 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)