Ellomay Capital (ELLO) posts 6-K with 2025 AGM notice and proxy

Rhea-AI Filing Summary

Ellomay Capital Ltd. submitted a Form 6-K as a foreign private issuer to provide materials for its 2025 Annual General Meeting of Shareholders. The filing attaches a press release announcing the meeting, a formal notice and proxy statement for the meeting, and a proxy card for shareholders. It also states that the text of Exhibit 99.2, the notice and proxy statement, is incorporated by reference into several of Ellomay Capital’s existing Form F-3 and Form S-8 registration statements, making it part of those registration documents from the submission date unless later superseded.

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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 September 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 ☐

THE TEXT OF EXHIBIT 99.2 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333-102288 AND 333-92491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

Exhibit Index

This Report on Form 6-K of Ellomay Capital Ltd. includes of the following documents, which are attached hereto and incorporated by reference herein:

Exhibit 99.1		—		Press Release: “Ellomay Capital Ltd. Announces 2025 Annual General Meeting of Shareholders,” dated September 12, 2025.
Exhibit 99.2		—		Notice of Annual General Meeting of Shareholders and Proxy Statement, dated September 12, 2025.
Exhibit 99.3		—		Proxy Card for Annual General Meeting of Shareholders.

1

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: September 12, 2025

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FAQ

What did Ellomay Capital Ltd. (ELLO) file in this Form 6-K?

Ellomay Capital Ltd. filed a Form 6-K as a foreign private issuer that provides materials related to its 2025 Annual General Meeting of Shareholders, including a press release, a notice and proxy statement, and a proxy card.

What documents are attached to Ellomay Capital Ltd.’s September 2025 Form 6-K?

The Form 6-K includes three exhibits: a press release announcing the 2025 Annual General Meeting of Shareholders (Exhibit 99.1), a notice of annual general meeting and proxy statement (Exhibit 99.2), and a proxy card for the meeting (Exhibit 99.3).

How is Exhibit 99.2 of Ellomay Capital Ltd.’s Form 6-K used in its registration statements?

The text of Exhibit 99.2, the notice of annual general meeting and proxy statement, is incorporated by reference into Ellomay Capital Ltd.’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 becomes part of those filings from the report submission date unless later superseded.

Who signed Ellomay Capital Ltd.’s Form 6-K related to the 2025 annual meeting?

The Form 6-K was signed on behalf of Ellomay Capital Ltd. by Ran Fridrich, who is identified as the Chief Executive Officer and Director.

What is the main purpose of Ellomay Capital Ltd.’s 2025 annual meeting Form 6-K?

The main purpose is to furnish shareholders and the market with the press release, notice, proxy statement, and proxy card for Ellomay Capital Ltd.’s 2025 Annual General Meeting of Shareholders and to incorporate the proxy materials by reference into existing registration statements.

Does the Ellomay Capital Ltd. (ELLO) Form 6-K include the full proxy statement text?

The Form 6-K identifies the notice and proxy statement as Exhibit 99.2 and incorporates its text by reference, but the detailed content of the proxy statement is contained within that exhibit rather than the main body of the report.