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 February 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 ☐
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333-102288 AND 333-92491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS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.
Receipt of Request regarding
Implementation of Separation Mechanism concerning Ellomay Luzon Energy Infrastructures Ltd.
On February 8, 2026, Ellomay
Capital Ltd. (the “Company”) received a copy of a letter sent by Amos Luzon Development and Energy Group Ltd. (the
“Luzon Group”), to Prof. Yitzhak Soari, requesting Prof. Soari to determine the timetable and other terms for implementing
a separation mechanism between the Company and the Luzon Group with respect Ellomay Luzon Energy Infrastructures Ltd. (“Ellomay
Luzon Energy”), currently held in equal parts (50%-50%) by the Company (indirectly) and the Luzon Group. The Luzon Group’s
letter refers to the shareholders’ agreement executed by the Company’ wholly-owned subsidiary and the predecessor of the Luzon
Group in connection with their holdings in Ellomay Luzon Energy, which provides that either party may approach an agreed-upon expert to
determine a separation mechanism between the parties out of the following two options: (a) a bidding process, or (b) a Buy Me Buy You
(BMBY) mechanism. Ellomay Luzon Energy’s main asset is its 33.75% holdings in Dorad Energy Ltd. The Company is examining the letter,
the terms of the shareholders’ agreement and other relevant circumstances in order to formulate its position. There can be no
assurance that a separation process will be implemented and at what terms, and the Company cannot currently estimate the potential outcome
of such separation process, if and to the extent implemented.
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 possibility that a separation mechanism will be implemented, its terms and outcome, changes in electricity prices and demand,
regulatory changes, increases in interest rates and inflation, the impact of the war and hostilities in Israel and Gaza, 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, 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, inability to advance the expansion of Dorad, increases
in interest rates and inflation, changes in exchange rates, 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, technical and other disruptions in the operations
or construction of the power plants owned by the Company, the impact of the continued military conflict between Russia and Ukraine, climate
change, 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.
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.
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Ellomay Capital Ltd. |
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By: |
/s/ Ran Fridrich |
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Ran Fridrich |
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Chief Executive Officer and Director |
Dated: February 9,
2026
