Ellomay moves to cut Series D conversion price

Ellomay Capital Ltd. has asked an Israeli court to allow a bondholder meeting to approve a cut in the conversion price of its Series D Convertible Debentures.

Rhea-AI Filing Summary

Ellomay Capital Ltd. has asked an Israeli court to allow a bondholder meeting to approve a cut in the conversion price of its Series D Convertible Debentures. The proposed conversion price would drop from NIS 165 (approximately $55.7) per share to NIS 75.95 (approximately $25.6) per share.

The Series D debentures, due December 31, 2026, are currently convertible into 375,757 ordinary shares. If the lower conversion price is approved, they would be convertible into 816,326 ordinary shares at each holder’s election. The change requires court and debentureholder approval and NYSE American listing approval, and implementation timing is uncertain.

Insights

Capital structure analyst

Ellomay seeks court-backed change that could increase share issuance from Series D debentures.

Ellomay Capital is pursuing a reduction in the conversion price of its Series D Convertible Debentures, which would more than double the number of ordinary shares issuable upon conversion, from 375,757 to 816,326. This follows prior agreements with debenture holders referenced in its Form 20-F.

The proposal is contingent on Israeli court authorization, any court-mandated approvals including debentureholder consent, and NYSE American listing approval for the additional shares. Until these are obtained, there is no certainty the change will occur, and the debentures remain due on December 31, 2026 on current terms.

If implemented, the lower conversion price could lead to greater equity issuance instead of cash repayment, depending on holder elections. Actual impact on the shareholder base will depend on whether the court grants the petition, the outcomes of any required meetings, and the listing approval process.

Key Figures

Current conversion price: NIS 165 (approximately $55.7) per share Proposed conversion price: NIS 75.95 (approximately $25.6) per share Current shares on conversion: 375,757 ordinary shares +2 more

5 metrics

Current conversion price NIS 165 (approximately $55.7) per share Existing Series D Convertible Debentures conversion price

Proposed conversion price NIS 75.95 (approximately $25.6) per share Proposed new Series D Convertible Debentures conversion price

Current shares on conversion 375,757 ordinary shares Shares currently issuable upon full Series D conversion

Pro forma shares on conversion 816,326 ordinary shares Shares issuable upon full Series D conversion if proposal approved

Debenture maturity date December 31, 2026 Series D Convertible Debentures due date

Key Terms

Series D Convertible Debentures, conversion price, forward-looking statements, Private Securities Litigation Reform Act of 1995, +1 more

5 terms

Series D Convertible Debentures financial

"holders of the Company’s Series D Convertible Debentures in connection with the approval"

conversion price financial

"approval of a reduction in the conversion price of its Series D Convertible Debentures"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

forward-looking statements regulatory

"This report contains forward-looking statements that involve substantial risks and uncertainties"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Private Securities Litigation Reform Act of 1995 regulatory

"intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"

liquidity and capital resources financial

"as more fully described in “Item 5.B: Liquidity and Capital Resources,” of the Company’s annual report"

Liquidity and capital resources describe a company’s ready access to money and funding: liquidity is the cash and assets that can be quickly used to pay bills, while capital resources are the broader pool of funds a business can draw on for operations and growth, including cash, credit lines, and financing options. Investors care because these determine whether a company can meet short-term obligations, survive shocks, and finance future projects—think of liquidity as a household’s checking account and capital resources as its savings, credit cards and loan options combined.

FAQ

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

What capital change is Ellomay Capital (ELLO) proposing for its Series D debentures?

Ellomay Capital is seeking to reduce the conversion price of its Series D Convertible Debentures. The price would fall from NIS 165 (about $55.7) per share to NIS 75.95 (about $25.6), making conversion into equity more favorable for debenture holders.

How would the proposed conversion price cut affect Ellomay Capital (ELLO) share issuances?

If approved, the Series D debentures would become convertible into 816,326 ordinary shares instead of 375,757. This means more Ellomay Capital shares could be issued if debenture holders choose equity conversion rather than repayment at maturity.

What approvals are required for Ellomay Capital’s (ELLO) Series D conversion price reduction?

The change requires Israeli court approval, including authorization to convene a debentureholder meeting. It also depends on any additional approvals the court may require, consent from Series D debenture holders, and NYSE American listing approval for the additional ordinary shares.

When do Ellomay Capital’s (ELLO) Series D Convertible Debentures mature?

Ellomay Capital’s Series D Convertible Debentures are due on December 31, 2026. Until any proposed conversion price reduction is approved and implemented, they remain governed by existing terms, including this stated maturity date for repayment or potential conversion.

Has Ellomay Capital (ELLO) provided certainty on implementing the new conversion terms?

Ellomay Capital explicitly states it cannot currently estimate whether and when the proposed reduction in the conversion price will be implemented. The outcome depends on court decisions, debentureholder approvals, and NYSE American listing clearance for the additional ordinary shares.

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

Form 6-K: How Foreign Companies Report to the SEC →

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Accepted by SEC EDGAR 06/22/2026 - 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 June 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 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.

Court Filing in connection with a Proposed Reduction of the Conversion Price Per Share of Series D Convertible Debentures

Ellomay Capital Ltd. (the “Company”) hereby announces that on June 22, 2026, it submitted a petition to the Israeli District Court in Tel Aviv, to authorize convening a meeting of the holders of the Company’s Series D Convertible Debentures in connection with the approval of a reduction in the conversion price of its Series D Convertible Debentures from NIS 165 (approximately $55.7) per share to NIS 75.95 (approximately $25.6) per share. This petition was submitted following agreements and arrangements entered into with the holders of the Company’s debentures, as more fully described in “Item 5.B: Liquidity and Capital Resources,” of the Company’s annual report on Form 20-F for the year ended December 31, 2025, dated April 30, 2026. The petition (in Hebrew) was filed by the Company in the distribution sites of the Israel Securities Authority and the Tel Aviv Stock Exchange and is available here: https://mayafiles.tase.co.il/rpdf/1750001-1751000/P1750861-00.pdf.

The Company’s Series D Convertible Debentures are due December 31, 2026 and are currently convertible into 375,757 ordinary shares, NIS 10.00 par value per share, of the Company (“Ordinary Shares”). To the extent the proposed reduction in conversion price of the Series D Convertible Debentures will be approved, the Series D Convertible Debentures will be convertible into 816,326 Ordinary Shares, at the election of each holder.

The reduction of the conversion price per share of the Series D Convertible Debentures is subject to court approval (and any additional approvals required by the court, including the approval of the holders of the Company’s Series D Convertible Debentures) and to a listing approval of the additional shares by the NYSE American. Therefore, the Company cannot currently estimate whether and when it will be 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 imposition of additional requirements by the court or by other relevant regulatory entities, delays in obtaining the approvals required for the reduction of the conversion price of the Series D Debentures, 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, 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: June 22, 2026

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