Ellomay Capital Announces Changes in its Principal Shareholders and Board Composition

Rhea-AI Summary

Ellomay Capital (NYSE American: ELLO) announced that its principal shareholders completed the sale of their combined stake of approximately 45.9% to O.Y. Nofar Energy Ltd. on March 4, 2026. Two board members resigned immediately and the chairman will resign within 30 days.

The board appointed two independent directors, Odelya Ohayon and Gilad Mamlok, with Mamlok joining the audit and compensation committees.

Positive

• 45.9% of shares moved to a single strategic buyer, clarifying ownership
• Appointed two independent directors with deep executive and financial experience
• Audit and compensation committees reinforced by appointment of Gilad Mamlok

Negative

• Immediate resignation of two board members and chairman to resign in 30 days
• Significant ownership concentration with Nofar may reduce shareholder diversification

Key Figures

Stake sold: 45.9% of outstanding shares Annual turnover: NIS 1.5 billion Managed portfolios: Exceeding NIS 2 billion +4 more

7 metrics

Stake sold 45.9% of outstanding shares Principal shareholders’ sale of all Ellomay shares to Nofar

Annual turnover NIS 1.5 billion Turnover managed by Odelya Ohayon at Samsung Electronics Israel

Managed portfolios Exceeding NIS 2 billion Portfolios managed by Odelya Ohayon at Partner Communications

Executive experience Over 15 years Odelya Ohayon’s executive experience in strategy and business development

CFO experience Three decades Gilad Mamlok’s experience in healthcare and technology companies

CFO start date August 2025 Start of Gilad Mamlok’s role as CFO of Protalix BioTherapeutics

Acquisition year 2014 Given Imaging acquisition by Covidien plc mentioned in Mamlok’s background

Market Reality Check

Price: $25.00 Vol: Volume 554 is below the 2...

low vol

$25.00 Last Close

Volume Volume 554 is below the 20-day average of 2,905, indicating relatively light trading ahead of this governance update. low

Technical Shares at $25 are trading above the 200-day MA of $19.79 and about 17.6% below the 52-week high of $30.34.

Peers on Argus

ELLO’s move of 3.24% came with mixed peer action: WAVE gained 6.31%, SUUN 3.26%,...

3 Up 1 Down

ELLO’s move of 3.24% came with mixed peer action: WAVE gained 6.31%, SUUN 3.26%, NRGV 1.82%, while NXXT fell 1.78% and VGAS 12.42%. Momentum scanner also flagged STEM, NXXT, and NRGV on the upside and BNRG on the downside, supporting a company-specific context for ELLO rather than a uniform sector rotation.

Historical Context

5 past events · Latest: Dec 30 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 30	Quarterly results	Positive	-7.3%	Reported asset growth, higher revenues, EBITDA and profit for nine months 2025.
Dec 16	Control stake sale	Neutral	-4.7%	Shareholders holding 45.9% agreed to sell control stake to Nofar Energy.
Dec 12	Tender award	Positive	-1.1%	Italian FER X tender win securing 20-year CfD and sizeable revenue expectations.
Dec 08	Project permit	Positive	-0.8%	Approval to issue building permit for large Dorad 2 power plant expansion.
Dec 03	Project update	Positive	+4.1%	Italian solar FER X award, project finance drawdown and BESS platform development.

Pattern Detected

Recent history shows several positive operational and financial updates that were followed by flat-to-negative reactions, suggesting a pattern where constructive news has not consistently translated into near-term price strength.

Recent Company History

Over the last few months, Ellomay reported improving IFRS results with higher assets, revenues and EBITDA (Dec 30, 2025), but the stock fell after that update. Announcements on selling a 45.9% control stake to Nofar, FER X tender wins in Italy with long-term contracted revenues, and the Dorad 2 expansion permit also saw modest or negative reactions, except for a positive move on Italian solar/BESS updates on Dec 3, 2025. Today’s board and shareholder changes connect directly to that control-sale narrative.

Market Pulse Summary

This announcement details the completion of the sale of a 45.9% stake in Ellomay to Nofar and immedi...

Analysis

This announcement details the completion of the sale of a 45.9% stake in Ellomay to Nofar and immediate board reshaping, including the appointment of two independent non‑executive directors with deep strategic, marketing, and capital markets experience. In recent months Ellomay has combined project wins and earnings growth with ownership and governance shifts. Investors may focus on how the new board composition influences strategy, execution of Italian and Dorad projects, and future capital markets activity.

Key Terms

audit committee, compensation committee, initial public offering, capital markets transactions, +2 more

6 terms

audit committee financial

"Mr. Mamlok was appointed as a member of the Audit Committee and the Compensation Committee"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

compensation committee financial

"member of the Audit Committee and the Compensation Committee, replacing Ms. Leviant"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

initial public offering financial

"responsible for an initial public offering and other capital markets transactions"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

capital markets transactions financial

"extensive background in capital markets transactions, mergers and acquisitions"

Capital markets transactions are deals in which companies or governments raise money or move ownership by selling stocks, bonds, or similar securities to investors, or when those securities are bought and sold in public markets. Think of it like a large-scale borrowing or fundraising event that changes who owns or lends to an organization; investors care because these transactions affect a company’s cash, debt, ownership stake, and the price or liquidity of its securities.

mergers and acquisitions financial

"extensive background in capital markets transactions, mergers and acquisitions"

Mergers and acquisitions are processes where companies combine or one company purchases another to grow or improve their business. Think of it like two teams joining forces or one team buying out another to become stronger and more competitive. These activities matter to investors because they can influence a company's value, future growth, and overall market position.

corporate governance regulatory

"experience in ... investor relations as well as in corporate governance matters"

Corporate governance is the system of rules, roles and oversight that determines how a company is directed and controlled, including the responsibilities of its board, executives and shareholders. Like the steering wheel and map for a car trip, it shapes decisions, sets checks on power and defines who can hold leaders accountable; strong governance reduces risk, builds trust and helps investors judge whether a company is likely to protect capital and deliver reliable returns.

AI-generated analysis. Not financial advice.

Tel-Aviv, Israel, March 04, 2026 (GLOBE NEWSWIRE) -- Ellomay Capital Ltd. (NYSE American; TASE: ELLO) (“Ellomay” or the “Company”), a renewable energy and power generator and developer of renewable energy and power projects in Europe, Israel and the USA, today announced that its principal shareholders, S. Nechama Investments (2008) Ltd., Kanir Joint Investments (2005) LP and Ms. Anat Raphael, who together currently hold approximately 45.9% of the Company’s outstanding share capital, informed it that they have completed the sale of all of the Company’s ordinary shares held by them to O.Y. Nofar Energy Ltd. (“Nofar”), a public company listed on the Tel Aviv Stock Exchange Ltd. (TASE: NOFR).

In connection with the sale of the shares, two members of the Company’s Board of Directors, Ms. Anita Leviant and Mr. Ehud Gil, resigned from the Board effective immediately and the Chairman of the Board of Directors, Mr. Ben Sheizaf, informed the Company that he will resign from the Board of Directors effective 30 days from the consummation of the sale of the shares. The Board of Directors unanimously appointed two new independent non-executive directors to fill the vacancies created, Ms. Odelya Ohayon and Mr. Gilad Mamlok. Mr. Mamlok was appointed as a member of the Audit Committee and the Compensation Committee, replacing Ms. Leviant.

Odelya Ohayon is a strategic leader and business development expert with over 15 years of executive experience. She currently provides high-level strategic advisory to CEOs and Boards, focusing on business strategy and market-leading innovation. Previously, she served as VP of Marketing at Samsung Electronics Israel, where she was a member of the Executive Management Team and managed an annual turnover of NIS 1.5 billion. Her prior leadership roles include VP of Marketing and Business Development at Solgar & Supherb and Marketing Manager at Partner Communications, where she managed portfolios exceeding NIS 2 billion. Ms. Ohayon is a lecturer in marketing and entrepreneurship at the College of Management and Ariel University. She holds a B.A. in Business Administration from Ben-Gurion University and an M.B.A. from the Academic Studies Center.

Gilad Mamlok serves as the Chief Financial Officer of Protalix BioTherapeutics, Inc. (NYSE American: PLX) since August 2025. Mr. Mamlok is a seasoned financial executive with three decades of experience in healthcare and technology companies. He has an extensive background in capital markets transactions, mergers and acquisitions, business development and investor relations as well as in corporate governance matters. Prior to his role in Protalix, he served as the Chief Financial Officer of TytoCare Ltd., a privately-held company in the remote healthcare space. Prior to his role at TytoCare, Mr. Mamlok served as the Chief Financial Officer of Sol-Gel Technologies Ltd. In this role, he was responsible for an initial public offering and other capital markets transactions, as well as in-licensing and out-licensing transactions. Prior to his role at Sol-Gel, he served in other medical device companies, including Given Imaging which was acquired by Covidien plc in 2014. Mr. Mamlok holds a BA in Economics, magna cum laude, and a Master’s degree in Business/Managerial Economics, both from the Tel Aviv University.

Ran Fridrich, CEO and Board member of Ellomay commented: “On behalf of the Company and the Board, I would like to express our sincere gratitude to Anita and Ehud for their dedicated service and meaningful contributions during their tenure. We thank them for their commitment and wish them continued success in their future endeavors. We are pleased to welcome Odelya and Gilad to the Board. We are confident that their experience, insight and leadership will be valuable assets to the Company. We look forward to working closely with them and are certain they will play an important role in guiding the Company toward continued growth and success.”

About Ellomay Capital Ltd.

Ellomay is an Israeli based company whose shares are registered with the NYSE American and with the Tel Aviv Stock Exchange under the trading symbol “ELLO”. Since 2009, Ellomay Capital focuses its business in the renewable energy and power sectors in Europe, USA and Israel.

To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy, Spain, the Netherlands and Texas, USA, including:

• Approximately 335.9 MW of operating solar power plants in Spain (including a 300 MW solar plant in owned by Talasol, which is 51% owned by the Company) and 51% of approximately 38 MW of operating solar power plants in Italy;
• 16.875% indirect interest in Dorad Energy Ltd., which owns and operates one of Israel’s largest private power plants with production capacity of approximately 850 MW;
• Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V., project companies operating anaerobic digestion plants in the Netherlands, with a green gas production capacity of approximately 3 million, 3.8 million and 9.5 million Nm3 per year, respectively;
• 83.333% of Ellomay Pumped Storage (2014) Ltd., which is involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel;
• 51% of solar projects in Italy with an aggregate capacity of 160 MW that are under construction;
• Solar projects in Italy with an aggregate capacity of 210 MW that have reached “ready to build” status; and
• Solar projects in the Dallas Metropolitan area, Texas, USA with an aggregate capacity of approximately 38 MW that are connected to the grid, 11 MW that are awaiting connection to the grid and 14 MW that are under construction.

For more information about Ellomay, visit http://www.ellomay.com.

Information Relating to Forward-Looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company’s management. All statements, other than statements of historical facts, included in this press release regarding the Company’s plans and objectives, expectations and assumptions of management are forward-looking statements. The use of certain words, including the words “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by the Company’s forward-looking statements, including changes in electricity prices and demand, regulatory changes increases in interest rates and inflation, changes in the supply and prices of resources required for the operation of the Company’s facilities (such as waste and natural gas) and in the price of oil, the impact of the war and hostilities in Israel and Gaza and between Israel and Iran, the outcome of legal proceedings in connection with Dorad Energy Ltd., technical and other disruptions in the operations or construction of the power plants owned by the Company, inability to obtain the financing required for the development and construction of projects, inability to advance the expansion of Dorad, increases in interest rates and inflation, changes in exchange rates, delays in development, construction, or commencement of operation of the projects under development, failure to obtain permits - whether within the set time frame or at all, climate change, the impact of the continued military conflict between Russia and Ukraine, and general market, political and economic conditions in the countries in which the Company operates, including Israel, Spain, Italy and the United States. These and other risks and uncertainties associated with the Company’s business are described in greater detail in the filings the Company makes from time to time with Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are made as of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:
Kalia Rubenbach (Weintraub)
CFO
Tel: +972 (3) 797-1111
Email: hilai@ellomay.com

FAQ

Who bought the approximately 45.9% stake in Ellomay (ELLO) on March 4, 2026?

The stake was acquired by O.Y. Nofar Energy Ltd. as the purchaser of the shares. According to the company, the sellers were S. Nechama Investments, Kanir Joint Investments and Anat Raphael, who completed the sale.

What board changes did Ellomay (ELLO) announce after the March 4, 2026 share sale?

Two directors resigned immediately and the chairman will resign within 30 days. According to the company, the board appointed Odelya Ohayon and Gilad Mamlok as independent non-executive directors.

What committee roles will the new Ellomay (ELLO) director Gilad Mamlok hold?

Gilad Mamlok was named to the Audit Committee and the Compensation Committee. According to the company, he replaces Anita Leviant in those committee roles.

Does the March 4, 2026 transaction change Ellomay's (ELLO) control structure?

Control implications are not specified beyond the completed sale of 45.9% to Nofar. According to the company, the transaction transferred all shares held by the principal shareholders to O.Y. Nofar Energy.

What are the backgrounds of the new Ellomay (ELLO) directors announced March 4, 2026?

Odelya Ohayon is a marketing and strategy executive; Gilad Mamlok is a veteran CFO. According to the company, Ohayon held senior roles at Samsung Israel and Mamlok has 30 years in finance, now CFO at Protalix.