[6-K] Ellomay Capital Ltd. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Ellomay Capital Ltd. reports a legal update related to its acquisition of 15% of the outstanding shares of Dorad Energy Ltd. through Ellomay Luzon Energy Infrastructures Ltd. A Dorad shareholder, Edelcom Ltd., had previously asked an Israeli district court to reverse the sale of 7.5% of Dorad shares from Zorlu Enerji Elektrik Üretim A.S to Ellomay Luzon Energy and to enforce a prior securities purchase agreement between Edelcom and Zorlu.

Following a preliminary court hearing held on November 11, 2025, Edelcom requested dismissal of its claim on November 18, 2025. On November 19, 2025, the court granted this request and dismissed Edelcom’s claim, adding that if Edelcom brings a similar proceeding in the future, the defendants may request expenses related to the dismissed claim.

Insights

Equity & M&A Legal Risk Analyst

Ellomay reports dismissal of a lawsuit contesting part of its Dorad stake.

The company describes a court process around its acquisition of 15% of Dorad Energy Ltd. A shareholder, Edelcom Ltd., had sought to unwind the sale of 7.5% of Dorad’s shares from Zorlu Enerji Elektrik Üretim A.S to Ellomay Luzon Energy Infrastructures Ltd. and enforce an earlier purchase agreement in Edelcom’s favor.

After a preliminary hearing on November 11, 2025, Edelcom asked the court on November 18, 2025 to dismiss its own claim. The court dismissed the case on November 19, 2025 and stated that if Edelcom starts a similar proceeding in the future, the defendants can request expenses tied to the dismissed claim. This outcome removes the specific contested claim described here, while leaving open only the general possibility of future proceedings.

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 November 2025

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 ☐

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.

Update in connection with Legal Proceeding Contesting the Acquisition of 7.5% of Dorad Energy Ltd. Shares

Ellomay Capital Ltd. (the “Company”), hereby provides an update in connection with the acquisition of 15% of the outstanding shares of Dorad Energy Ltd. (“Dorad”) by Ellomay Luzon Energy Infrastructures Ltd. (“Ellomay Luzon Energy”), as reported by the Company on July 22, 2025, and following the Form 6-K submitted by the Company to the Securities and Exchange Commission on July 28, 2025 (the “July 28, 2025 Form 6-K”).

As reported in the July 28, 2025 Form 6-K, on July 27, 2025, Edelcom Ltd. (“Edelcom”), a shareholder of Dorad, submitted a statement of claim to the Israeli district court against Dorad, Ellomay Luzon Energy, Zorlu Enerji Elektrik Üretim A.S (“Zorlu”) and the other Dorad shareholders, requesting declaratory judgments and orders mainly aimed at the reversal of the sale of 7.5% of the outstanding shares of Dorad by Zorlu to Ellomay Luzon Energy and enforcing the sale of these shares to Edelcom pursuant to the securities purchase agreement executed between Zorlu and Edelcom in April 2025.

On November 18, 2025, Edelcom submitted a notice and request to the court, requesting the dismissal of the claim following a preliminary hearing held on November 11, 2025. On November 19, 2025, the court granted the request and dismissed Edelcom’s claim, stating that in the event Edelcom will commence a similar proceeding in the future, the defendants will be entitled to file a request for expenses in connection with the dismissed claim.

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/ Ran Fridrich
		Ran Fridrich
		Chief Executive Officer and Director
Dated: November 19, 2025

FAQ

What legal update did Ellomay Capital (ELLO) provide about Dorad Energy?

Ellomay Capital reported that an Israeli court dismissed a claim by Edelcom Ltd. that had sought to reverse the sale of 7.5% of Dorad Energy Ltd. shares to Ellomay Luzon Energy Infrastructures Ltd.

What Dorad Energy stake is linked to Ellomay Capital in this update?

Ellomay Capital states that Ellomay Luzon Energy Infrastructures Ltd. acquired 15% of the outstanding shares of Dorad Energy Ltd., which was the broader context for the legal proceeding.

What was Edelcom Ltd. asking the court to do regarding Dorad shares?

Edelcom Ltd. asked the court to reverse the sale of 7.5% of Dorad’s outstanding shares from Zorlu Enerji Elektrik Üretim A.S to Ellomay Luzon Energy and to enforce a securities purchase agreement between Zorlu and Edelcom from April 2025.

How and when was Edelcom’s claim against Ellomay related parties resolved?

After a preliminary hearing on November 11, 2025, Edelcom requested dismissal of its claim on November 18, 2025, and on November 19, 2025 the court granted the request and dismissed the claim.

Can Edelcom file a similar claim against Dorad and Ellomay again?

The court stated that if Edelcom commences a similar proceeding in the future, the defendants will be entitled to file a request for expenses related to the dismissed claim.

Does this 6-K affect Ellomay Capital’s registration statements?

Ellomay Capital states that this Form 6-K is incorporated by reference into its registration statements on Form F-3 (Nos. 333-199696 and 333-144171) and Form S-8 (Nos. 333-187533, 333-102288 and 333-92491).