Ellomay Capital raises NIS 114.5m via Series G debentures

Rhea-AI Filing Summary

Ellomay Capital Ltd. reported that it has accepted commitments from Israeli classified investors for a private placement of NIS 109,000,000 par value of unsecured, non-convertible Series G debentures, priced at NIS 1.05 per NIS 1 principal amount, for gross proceeds of about NIS 114.5 million. After this transaction, the total outstanding par value of Series G debentures will be NIS 323,479,000.

The new debentures will have the same terms as the existing Series G series, including the interest payment due on December 31, 2025. The issuance and listing of these additional debentures on the Tel Aviv Stock Exchange require exchange approval, and resales will be restricted under applicable securities laws. The placement was made only to Israeli classified investors under Regulation S, and the debentures are not registered under the U.S. Securities Act.

Insights

Credit and capital structure analyst

Ellomay adds NIS 114.5m of like-for-like Series G debt, pending TASE approval.

Ellomay Capital is raising about NIS 114.5 million through a private placement of additional unsecured, non-convertible Series G debentures to Israeli classified investors. The new notes are issued at a price of NIS 1.05 per NIS 1 principal amount and will increase the total Series G par value to NIS 323,479,000, keeping terms identical to the existing series, including the December 31, 2025 interest payment.

Because the new debentures mirror existing terms, the move primarily scales up an established funding instrument rather than introducing new structural risk. However, it does increase overall leverage, and the notes are unsecured, so repayment depends on Ellomay’s operating cash flows and asset base. The issuance and listing are also conditioned on Tel Aviv Stock Exchange approval, and resales are restricted under securities laws.

The forward-looking statements section highlights multiple macro and operational risks, such as interest rate and inflation changes, electricity price shifts, regulatory changes, and the impact of conflicts in Israel/Gaza and Russia/Ukraine. It also cites project execution and permitting risks across Israel, Spain, Italy and the United States, reinforcing that the benefit of this additional funding ultimately hinges on successful project development and stable market conditions.

FAQ

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What did Ellomay Capital (ELLO) announce in its December 2025 Form 6-K?

Ellomay Capital announced it accepted undertakings from Israeli classified investors to participate in a private placement of additional unsecured, non-convertible Series G debentures, increasing the series and raising new capital.

How much is Ellomay Capital raising in the Series G debenture private placement?

Ellomay Capital is issuing NIS 109,000,000 par value of additional Series G debentures at NIS 1.05 per NIS 1 principal amount, for aggregate gross consideration of approximately NIS 114.5 million.

What will be the total Series G debentures outstanding after Ellomay Capitals placement?

Following completion of the private placement, the aggregate outstanding par value of Ellomay Capitals Series G debentures will be NIS 323,479,000.

Do the new Series G debentures have different terms from Ellomay Capitals existing Series G series?

No. The additional Series G debentures will have identical terms to the existing Series G debentures, including the interest payment due on December 31, 2025.

What approvals and restrictions apply to Ellomay Capitals new Series G debentures?

Issuance of the additional Series G debentures is subject to Tel Aviv Stock Exchange approval for listing, and resales will be restricted under applicable securities laws.

Who can invest in Ellomay Capitals additional Series G debentures and are they registered in the U.S.?

The private placement was made only to Israeli classified investors under Regulation S and not to U.S. Persons. The additional Series G debentures will not be registered under the U.S. Securities Act and will not be offered or sold in the United States without registration or an exemption.

What key risks does Ellomay Capital highlight related to this transaction and its business?

Ellomay cites risks such as failure to obtain required approvals and listing, changes in electricity prices and demand, regulatory changes, higher interest rates and inflation, impacts of conflicts in Israel/Gaza and Russia/Ukraine, project delays, permitting issues, and general economic conditions in Israel, Spain, Italy and the United States.

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Accepted by SEC EDGAR 12/03/2025 - 06:13 AM 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 December 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.

Private Placement of Series G Debentures

Ellomay Capital Ltd. (the “Company”), today announced that it accepted undertakings from Israeli classified investors to participate in a private placement of NIS 109,000,000 par value of its unsecured non-convertible Series G Debentures (the “Additional Series G Debentures”), at a price of NIS 1.05 per NIS 1 principal amount of the Additional Series G Debentures, for an aggregate gross consideration of approximately NIS 114.5 million. Following completion of the private placement, the aggregate outstanding par value of the Company’s Series G Debentures will be NIS 323,479,000.

The Additional Series G Debentures will have identical terms to the existing Series G Debentures of the Company, including the interest payment due on December 31, 2025. For more information about the Company’s Series G Debentures see “Item 4.A: History and Development of Ellomay” under “Recent Developments” and Exhibit 4.26 under Item 19 of the Company’s Annual Report on Form 20-F, submitted to the Securities and Exchange Commission on April 30, 2025.

The issuance of the Additional Series G Debentures is subject to the receipt of an approval from the Tel Aviv Stock Exchange for the listing of the Additional Series G Debentures for trading on the Tel Aviv Stock Exchange. Resales of the Additional Series G Debentures will be restricted under applicable securities laws.

The private placement was made to Israeli classified investors only and not to U.S. Persons, pursuant to an exemption provided by Regulation S, promulgated under the U.S. Securities Act of 1933, as amended, or the Securities Act. The Additional Series G Debentures will not be registered under the Securities Act, and will not be offered or sold in the United States without registration or applicable exemption from the registration requirements according to the Securities Act.

Nothing in this report constitutes an offer to sell or the solicitation of an offer to buy the Company’s securities.

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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 inability to obtain the approvals required for the issuance and the listing of the Additional Series G Debentures for trading on the Tel Aviv Stock Exchange, 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.

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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/ Ran Fridrich
		Ran Fridrich
		Chief Executive Officer and Director

Dated: December 3, 2025

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