Ellomay Capital to repay NIS 170m debt early

Ellomay Capital Ltd. reports that conditions to close the sale of its indirect holdings in Ellomay Luzon Energy Infrastructures Ltd. have been fulfilled and closing is expected shortly.

Rhea-AI Filing Summary

Ellomay Capital Ltd. reports that conditions to close the sale of its indirect holdings in Ellomay Luzon Energy Infrastructures Ltd. have been fulfilled and closing is expected shortly. The company’s board also approved an early, full repayment of its Series E Secured Debentures.

The early repayment, scheduled for May 24, 2026, is conditional on completion of the Ellomay Luzon Energy share sale, though the company may waive this condition. Ellomay plans to repay approximately NIS 165 million principal, about NIS 1.5 million accrued interest and a roughly NIS 3.5 million prepayment fee, totaling about NIS 170 million. After repayment, the Series E debentures will be fully redeemed and delisted from the Tel Aviv Stock Exchange, with existing pledges on the pledged shares and related instruments replaced by a deposited financial collateral.

Positive

• Early full repayment of secured debt: Ellomay plans to repay approximately NIS 170 million of Series E Secured Debentures in full, which will remove this secured obligation and delist the series from the Tel Aviv Stock Exchange.

Negative

• None.

Insights

Credit and capital structure analyst

Ellomay uses sale proceeds to retire secured debt early, reducing leverage and releasing collateral.

Ellomay Capital plans an early repayment of its Series E Secured Debentures totaling about NIS 170 million, including principal, interest and a prepayment fee. This action is tied to closing the sale of its indirect holdings in Ellomay Luzon Energy Infrastructures Ltd., which are currently pledged to secure the debentures.

The repayment will fully redeem the Series E debentures and have them delisted from the Tel Aviv Stock Exchange, eliminating this secured liability. Ellomay intends to deposit a Financial Collateral in the pledged bank account, after which pledges on the Ellomay Luzon Energy shares and related instruments will be cancelled, simplifying its balance sheet and collateral structure.

Key Figures

Early repayment principal: NIS 165 million (approx. €48.2 million) Accrued interest: NIS 1.5 million (approx. €0.4 million) Prepayment fee: NIS 3.5 million (approx. €1 million) +2 more

5 metrics

Early repayment principal NIS 165 million (approx. €48.2 million) Series E Secured Debentures principal to be repaid

Accrued interest NIS 1.5 million (approx. €0.4 million) Accrued interest on Series E Secured Debentures

Prepayment fee NIS 3.5 million (approx. €1 million) Prepayment fee for early redemption of Series E debentures

Total early repayment NIS 170 million (approx. €49.7 million) Aggregate amount for Series E Secured Debentures early repayment

Early repayment date May 24, 2026 Scheduled date for Series E Secured Debentures early repayment

Key Terms

Series E Secured Debentures, Ellomay Luzon Energy Shares, Financial Collateral, deed of trust, +1 more

5 terms

Series E Secured Debentures financial

"the performance of an early repayment of its Series E Secured Debentures, in full"

A Series E secured debenture is a specific labeled batch of long-term debt a company issues that promises regular interest payments and repayment of principal, backed by specific collateral if the company defaults. Think of it as a numbered IOU tied to particular assets: the “Series E” tag distinguishes its terms (interest rate, maturity, priority) from other debt, while “secured” means holders have a claim on pledged assets. Investors care because its collateral and position in the repayment order influence how safe the payments are and how much return they can expect compared with other securities.

Ellomay Luzon Energy Shares financial

"sale of the Company’s indirect holdings in Ellomay Luzon Energy Infrastructures Ltd. (the “Ellomay Luzon Energy Shares”)"

Financial Collateral financial

"intends to deposit a Financial Collateral (as such term is defined in the deed of trust"

Financial collateral is money or assets pledged to back a loan or obligation so a lender can recover value if the borrower defaults, like leaving a valuable item as a security deposit. It matters to investors because collateral reduces the lender’s risk, often leading to lower interest costs, higher recovery prospects in a default, and clearer valuation of downside exposure—factors that change a debt’s safety and a company’s borrowing terms.

deed of trust regulatory

"pursuant to the terms of the deed of trust governing the Company’s Series E Secured Debentures"

A deed of trust is a legal document used to secure a loan with real property: the borrower conveys title to a neutral third-party trustee to hold as security for the lender until the loan is repaid. Think of it like placing a home's title in temporary escrow so the lender has a clear path to recover value (usually by trustee sale) if the borrower defaults. It matters to investors because it determines how quickly and cheaply a lender can enforce the loan, the priority of claims on the property, and the legal rights attached to mortgage-backed assets.

Tel Aviv Stock Exchange financial

"Following the Early Repayment, the Series E Secured Debentures will be fully repaid and delisted from the Tel Aviv Stock Exchange"

The Tel Aviv Stock Exchange is Israel’s main marketplace where stocks, bonds and exchange-traded funds are bought and sold, providing a centralized place for investors to trade ownership in companies and government debt. It matters because it sets real-time prices and liquidity for Israeli securities, offering a barometer of the country’s corporate health and giving investors a way to enter or exit positions much like an auction house or farmers’ market sets the price for goods.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Ellomay Capital (ELLO) announce regarding the Ellomay Luzon Energy share sale?

Ellomay Capital announced that all conditions to close the sale of its indirect holdings in Ellomay Luzon Energy Infrastructures Ltd. have been fulfilled, and closing is expected in the coming days, enabling related financing actions tied to those pledged shares.

How much debt will Ellomay Capital (ELLO) repay in the early Series E debenture redemption?

Ellomay plans to repay about NIS 165 million in principal, around NIS 1.5 million in accrued interest, and roughly NIS 3.5 million as a prepayment fee, totaling approximately NIS 170 million for the Series E Secured Debentures.

When is Ellomay Capital’s (ELLO) early repayment of Series E Secured Debentures scheduled?

The early repayment of Ellomay Capital’s Series E Secured Debentures is scheduled for May 24, 2026. This early redemption is conditional on completion of the Ellomay Luzon Energy share sale, although the company may waive that condition if it chooses.

What happens to Ellomay Capital’s Series E Secured Debentures after the early repayment?

Following the early repayment, the Series E Secured Debentures will be fully repaid and delisted from the Tel Aviv Stock Exchange, meaning they will no longer trade, and the specific secured debt obligation will be removed from Ellomay Capital’s capital structure.

How will the collateral securing Ellomay Capital’s Series E debentures change?

The Series E debentures are secured by a pledge on the Ellomay Luzon Energy shares and related instruments. Ellomay intends to deposit a defined Financial Collateral in the pledged bank account, after which the pledges on those shares and related loans will be cancelled.

Are there risks mentioned by Ellomay Capital (ELLO) related to this transaction?

Ellomay notes that failure to consummate the Ellomay Luzon Energy sale could cancel the early repayment. It also highlights broader risks such as market conditions, regional conflicts, regulatory changes, commodity prices and operational disruptions affecting facilities in Israel, Spain, Italy and the United States.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/07/2026 - 04:15 PM Learn about SEC filing dates

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 May 2026

Commission File Number: 001-35284

Ellomay Capital Ltd.

(Translation of registrant’s name into English)

18 Rothschild Blvd., Tel Aviv 6688121, Israel

(Address of principal executive office)

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 ☐

THE TEXT OF EXHIBIT 99.1 OF THIS FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT’S REGISTRATION STATEMENTS ON FORM F-3 (NOS. 333-199696 AND 333-144171) AND FORM S-8 (NOS. 333-187533, 333-102288 AND 333-92491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

Fulfillment of Conditions to Closing for Sale of Ellomay Luzon Energy Shares

On May 7, 2026, Ellomay Capital Ltd. (the “Company”) announced that the conditions to closing for the sale of the Company’s indirect holdings in Ellomay Luzon Energy Infrastructures Ltd. (the “Ellomay Luzon Energy Shares”) have been fulfilled and closing of the transaction is expected in the coming days.

Notice of Conditional Early Repayment of the Company’s Series E Secured Debentures and of Intent to Deposit Financial Collateral

On May 7, 2026, the Company further announced that its Board of Directors approved the performance of an early repayment of its Series E Secured Debentures, in full. The early repayment is scheduled for May 24, 2026 and (the “Early Repayment”) and is conditional upon the sale of the Ellomay Luzon Energy Shares. The Company may waive the condition.

Subject to the fulfillment (or waiver) of the condition relating to the sale of the Ellomay Luzon Energy Shares, and pursuant to the terms of the deed of trust governing the Company’s Series E Secured Debentures, the repayment amount will be the sum of approximately NIS 165 million (approximately €48.2 million) in principal, accrued interest in the amount of approximately NIS 1.5 million (approximately €0.4 million) and a prepayment fee of approximately NIS 3.5 million (approximately €1 million), amounting to an aggregate repayment amount of approximately NIS 170 million (approximately €49.7 million).

Following the Early Repayment, the Series E Secured Debentures will be fully repaid and delisted from the Tel Aviv Stock Exchange.

The Series E Secured Debentures are secured by a pledge on the Ellomay Luzon Energy Shares and related capital notes and shareholder loans. The Company notified the trustee for the Series E Secured Debentures that it intends to deposit a Financial Collateral (as such term is defined in the deed of trust governing the Series E Secured Debentures) in the bank account pledged for the benefit of the holders of the Series E Secured Debentures. Following the deposit of the Financial Collateral, the pledges registered on the Ellomay Luzon Energy Shares and related capital notes and shareholder loans will be cancelled.

For more information concerning the sale of the Ellomay Luzon Energy Shares and the Series E Debentures, see the Form 6-K submitted by the Company to the Securities and Exchange Commission dated March 30, 2026 and Items 4.A. “History and Development of the Company” under “Recent Developments” and 5.B. “Liquidity and Capital Resources” under “Series E Secured Debentures” and Exhibit 4.18 of the Company’s Annual Report on Form 20-F for the year ended December 31, 2025, dated April 30, 2026.

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Information Relating to Forward-Looking Statements

This report 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 report 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 the failure to consummate the sale of the Ellomay Luzon Energy Shares, the cancellation of the early repayment due to failure to consummate the sale of the Ellomay Luzon Energy Shares, changes in market conditions, the impact of the war and hostilities in Israel, Gaza and Iran, changes in electricity prices and demand, regulatory changes, including extension of current or approval of new rules and regulations increasing the operating expenses of manufacturers of renewable energy in Spain, 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 continued military conflict between Russia and Ukraine, technical and other disruptions in the operations or construction of the power plants owned by the Company 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 the 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.

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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.

	Ellomay Capital Ltd.
	By:	/s/ Kalia Rubenbach
		Kalia Rubenbach
		Chief Financial Officer

Dated: May 7, 2026

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