Ellomay Capital (NYSE: ELLO) control stake sale to Nofar advances

Rhea-AI Filing Summary

Ellomay Capital Ltd. reports that conditions have been fulfilled for O.Y. Nofar Energy Ltd. to acquire control of the company through the purchase of an aggregate of approximately 45.9% of Ellomay’s outstanding shares from three existing shareholders. Nofar stated that closing is expected in the coming days.

Ellomay emphasizes it is not a party to this transaction and therefore cannot estimate the precise timing of its consummation. The company also reiterates broad risk factors that could affect its business, including electricity prices, regulatory changes, interest rates, inflation, regional conflicts, project delays, and general economic conditions.

Insights

Equity governance and corporate events analyst

Control sale advances via secondary share transfer; business risks reiterated.

Ellomay Capital indicates that O.Y. Nofar Energy has confirmed conditions to close its acquisition of approximately 45.9% of Ellomay’s outstanding shares from three existing shareholders. This represents a pending change of control via a secondary transaction rather than new share issuance by the company.

The company states it is not a party to the deal and cannot estimate the exact closing date, while Nofar expects consummation in the coming days. Ellomay couples this update with an extensive reminder of operational, regulatory, macroeconomic, and geopolitical risks, including conflicts in Israel and Ukraine, financing and permitting hurdles, and exposure to electricity prices.

The overall impact depends on how Nofar, as a future controlling shareholder, influences strategy and capital allocation, which is not detailed here. Investors will need to rely on subsequent disclosures and future filings for any specific post-closing governance or strategic changes.

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.

Fulfillment of Conditions to Consummation of Sale of Control of the Company

In connection with the Form 6-K submitted by Ellomay Capital Ltd. (the “Company”) to the Securities and Exchange Commission on December 16, 2025, the Company hereby updates that on February 12, 2026, O.Y. Nofar Energy Ltd. (TASE: NOFR) (“Nofar”) submitted a report to the Israel Securities Authority and the Tel Aviv Stock Exchange in which it states that the conditions to closing to the acquisition by Nofar of control (an aggregate of approximately 45.9% of the Company’s outstanding shares) of the Company from three existing shareholders have been fulfilled. Nofar notes in its report that the consummation of this transaction is expected in the coming days. As the Company is not a party to the transaction, it cannot estimate the timing for the consummation of the transaction.

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 timing for consummation of the transaction discussed in the report, 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: February 12, 2026

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FAQ

What key update did Ellomay Capital Ltd. (ELLO) provide in this February 2026 6-K?

Ellomay Capital reported that conditions to close O.Y. Nofar Energy’s acquisition of approximately 45.9% of Ellomay’s outstanding shares have been fulfilled. Nofar stated it expects the control transaction to be consummated in the coming days, subject to final completion steps.

Who is acquiring control of Ellomay Capital Ltd. (ELLO) and from whom?

O.Y. Nofar Energy Ltd. is acquiring control of Ellomay Capital by purchasing about 45.9% of Ellomay’s outstanding shares from three existing shareholders. Ellomay itself is not issuing new shares and is not a party to the share purchase agreement.

Does Ellomay Capital Ltd. (ELLO) participate directly in the control sale to Nofar?

Ellomay Capital states it is not a party to the transaction through which O.Y. Nofar Energy is buying approximately 45.9% of its shares. Because it is not directly involved, Ellomay says it cannot estimate the precise timing for consummation of the control sale.

When is the Ellomay Capital Ltd. (ELLO) control transaction expected to close?

O.Y. Nofar Energy’s report to Israeli authorities indicates the control transaction is expected to be consummated in the coming days. Ellomay Capital clarifies that, as it is not a party to the deal, it cannot provide its own estimate of the exact closing timing.

What main risks does Ellomay Capital Ltd. (ELLO) highlight alongside this control sale update?

Ellomay underscores risks including electricity price and demand changes, regulatory shifts, higher interest rates and inflation, regional wars, project delays, financing constraints, permitting issues, resource price changes, climate change, and general economic conditions in Israel, Spain, Italy, and the United States.

How does Ellomay Capital Ltd. (ELLO) describe its forward-looking statements in this 6-K?

Ellomay explains that forward-looking statements are based on current expectations and involve substantial risks and uncertainties. It cautions that actual results may differ materially due to numerous factors and does not undertake to update such statements except as required by applicable law.