Ellomay Capital (NYSE: ELLO) gets NIS 560m from asset sale, repays debt

Rhea-AI Filing Summary

Ellomay Capital Ltd. reported unaudited Q1 2026 results showing revenue of approximately €8.7 million, slightly below the €8.9 million in the prior-year quarter, mainly due to very low and sometimes negative electricity prices in Spain and Italy.

The company posted a net loss of €12.2 million from continuing operations versus a profit of €5.6 million a year earlier, driven largely by finance expenses of about €4.8 million from revaluation of the NIS against the euro, compared with finance income of €10.6 million in the prior period. Q1 2026 EBITDA was €2.1 million.

Ellomay completed the sale of its 50% interest in Ellomay Luzon Energy, whose main asset is a 33.75% stake in Dorad Energy, for roughly NIS 560 million, reflecting a Dorad valuation of NIS 4.4 billion. Part of the proceeds funded early repayment of Series E Secured Debentures totaling about NIS 170 million. Net financial debt as of March 31, 2026 was around €165.2 million, and the company remained in compliance with Series D, F and G debenture covenants.

Insights

Cross-border infrastructure and credit analyst

Q1 shows FX-driven loss but stronger balance sheet after major asset sale.

Ellomay Capital shifted from prior-year profit to a Q1 2026 net loss of €12.2 million, mainly because finance income of €10.6 million turned into finance expenses of about €4.8 million as currencies moved against the company. Operating EBITDA of €2.1 million indicates the underlying portfolio remains modestly profitable.

The sale of the 50% interest in Ellomay Luzon Energy for roughly NIS 560 million, based on a NIS 4.4 billion Dorad valuation, unlocked cash and enabled early repayment of about NIS 170 million of Series E Secured Debentures. Net financial debt of roughly €165.2 million and an Adjusted Net Debt/Adjusted EBITDA ratio of 4.8x fall within covenant limits for Series D, F and G debentures.

Expansion plans in Italy, the USA, the Netherlands, Israel and Spain add growth potential but also require continued capex and regulatory support. The company highlights project build-out in Italian solar and Dutch biogas, and ongoing work on Israel’s Manara pumped storage project, while noting war-related interruptions and tariff uncertainty. Subsequent filings may provide more detail on project economics as new assets enter operation.

Key Figures

Q1 2026 revenue: €8.665 million Q1 2026 net loss (continuing): €12.518 million Q1 2026 EBITDA: €2.116 million +5 more

8 metrics

Q1 2026 revenue €8.665 million Three months ended March 31, 2026

Q1 2026 net loss (continuing) €12.518 million Loss from continuing operations, Q1 2026

Q1 2026 EBITDA €2.116 million EBITDA for three months ended March 31, 2026

Sale proceeds Ellomay Luzon Energy NIS 560 million Consideration received May 2026 for 50% interest

Early repayment Series E Debentures NIS 170 million Aggregate repayment including interest and early fee

Net Financial Debt €165.2 million As of March 31, 2026 under debenture definitions

Cash and cash equivalents €83.697 million Consolidated balance sheet as of March 31, 2026

Dorad Q1 2026 revenue NIS 592.356 million Dorad Energy interim condensed profit or loss

Key Terms

EBITDA, Net Financial Debt, Adjusted Shareholders’ Equity, Debentures, +2 more

6 terms

EBITDA financial

"EBITDA is a non-IFRS measure and is defined as earnings before financial expenses, net, taxes, depreciation and amortization."

EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.

Net Financial Debt financial

"As of March 31, 2026, the Company’s Net Financial Debt... was approximately €165.2 million..."

Net financial debt is the amount a company would still owe after using its cash and liquid investments to pay down loans, bonds and other interest-bearing borrowings — like a household mortgage balance minus your savings. Investors use it to gauge how leveraged a company is and how much financial risk or flexibility it has; lower net debt generally means more ability to weather trouble or fund growth without raising new capital.

Adjusted Shareholders’ Equity financial

"the Company’s Adjusted Shareholders’ Equity (as defined in the Series D Deed of Trust) was approximately €145.5 million"

Debentures financial

"Series C, Series D, Series E, Series F and Series G Debentures (together, the “Debentures”)"

A debenture is a company’s long-term IOU sold to investors that promises regular interest payments and repayment of principal at a set date; unlike equity, it represents debt rather than ownership. Think of it like lending money to a business in exchange for a fixed stream of payments, so investors watch a debenture’s interest rate and the borrower’s financial health to judge income reliability and risk of not being repaid.

discontinued operations financial

"was presented as discontinued operations and results from prior periods were adjusted accordingly."

Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.

power purchase agreement (PPA) financial

"The Company signed a power purchase agreement (“PPA”) with a leading European entity for the operating projects with an aggregate capacity of 38 MW"

A power purchase agreement (PPA) is a long-term contract in which a buyer agrees to purchase electricity from a specific producer at a set price and schedule. For investors, a PPA is like a guaranteed customer contract that reduces revenue uncertainty for a project and can make the producer’s cash flow and financing more predictable, similar to signing a multi-year lease that ensures steady income.

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

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 May 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 IFRS FINANCIAL RESULTS INCLUDED IN EXHIBIT 99.1 OF THIS FORM 6-K ARE 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.

Financial Results for the First Quarter of 2026

Ellomay Capital Ltd. (the “Company”) hereby announces that on May 27, 2026, it published a press release containing the financial results of the Company as of and for the three months ended March 31, 2026 (the “Press Release”).

The Press Release is attached hereto as Exhibit 99.1.

Financial Results of Dorad Energy Ltd.

As previously announced by the Company, on May 10, 2026 the Company completed the sale of its indirect holdings in Ellomay Luzon Energy Infrastructures Ltd. (“Ellomay Luzon Energy”) for a purchase price of approximately NIS 560 million (approximately €164 million as of such date). Consequently, in the Press Release attached hereto as Exhibit 99.1, the Company’s share of profits of Ellomay Luzon Energy, which was an equity accounted investee, after elimination of intercompany transactions, was presented as discontinued operations and results from prior periods were adjusted accordingly.

Ellomay Luzon Energy’s main asset is its holdings of 33.75% of Dorad Energy Ltd. (“Dorad”), and Dorad is an equity accounted investee of Ellomay Luzon Energy. In addition, Dorad’s results are presented in the segment information provided by the Company in the Press Release attached hereto as Exhibit 99.1. Therefore, in an effort to provide the Company’s shareholders with access to Dorad’s financial results, the Company hereby provides a convenience translation of Dorad’s financial results as of and for the three months ended March 31, 2026, attached hereto as Exhibit 99.2. Dorad’s financial results included herein are based on Dorad’s reviewed financial statements for such period and neither the Company nor its independent public accountants have reviewed or consulted with Ellomay Luzon Energy or Dorad with respect to the financial results.

Exhibit Index

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

Exhibit 99.1		Press Release: “Ellomay Capital Reports Results for the Three Months Ended March 31, 2026,” dated May 26, 2026.
Exhibit 99.2		Financial Results of Dorad Energy Ltd. as of and for the three months ended March 31, 2026.

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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: May 27, 2026

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Exhibit 99.1

 

Ellomay Capital Reports Results for the Three Months Ended March 31, 2026

Tel-Aviv, Israel, May 27, 2026 (GLOBE NEWSWIRE) -- Ellomay Capital Ltd. (NYSE American; TASE: ELLO) (“Ellomay” or the “Company”), a renewable energy and power generator and developer of renewable energy and power projects in Europe, USA and Israel, today reported its unaudited interim consolidated financial results for the three month period ended March 31, 2026.

Financial Highlights

● Total assets as of March 31, 2026 amounted to approximately €885.4 million, compared to total assets as of December 31, 2025 of approximately €843.5 million.

● Revenues¹ for the three months ended March 31, 2026 were approximately €8.7 million, compared to revenues of approximately €8.9 million for the three months ended March 31, 2025.

● Loss for the three months ended March 31, 2026 was approximately €12.2 million, compared to a profit of approximately €6.8 million for the three months ended March 31, 2025.

● EBITDA for the three months ended March 31, 2026 was approximately €2.1 million, compared to EBITDA of approximately €2.9 million for the three months ended March 31, 2025. See below under “Use of Non-IFRS Financial Measures” for additional disclosure concerning EBITDA.

● On May 10, 2026, the Company completed the sale of its indirect holdings in Ellomay Luzon Energy Infrastructures Ltd. (“Ellomay Luzon Energy”) for a purchase price of approximately NIS 560 million (approximately €164 million as of such date). Consequently, the Company’s share of profits of Ellomay Luzon Energy, which was an equity accounted investee, after elimination of intercompany transactions, was presented as discontinued operations and results from prior periods were adjusted accordingly.

In connection with such sale, the Company executed an early repayment of the Company’s Series E Secured Debentures, which were secured by a pledge on the Ellomay Luzon Energy shares. The principal of the Series E Secured Debentures was NIS 165 million (approximately €45.4 million) and the aggregate repayment amount was approximately NIS 170 million (approximately €46.8 million), which includes accrued interest and the early repayment fee.

¹ The revenues presented in the Company’s financial results included in this press release are based on IFRS and do not take into account the adjustments included in the Company’s investor presentation.

Financial Overview for the Three Months Ended March 31, 2026

● Revenues were approximately €8.7 million for the three months ended March 31, 2026, compared to approximately €8.9 million for the three months ended March 31, 2025. The decrease in revenues mainly resulted from decreases in the electricity prices in Italy and Spain commencing 2025 and during the first quarter of 2026.

● Operating expenses were approximately €5.1 million for the three months ended March 31, 2026, compared to approximately €4.6 million for the three months ended March 31, 2025. The increase in operating expenses mainly resulted from energy and feedstock costs in projects in the Netherlands, and expenses in connection with the Company’s 18 MW Italy and 38 MW Texas solar facilities that were connected to the grid during the second and third quarters of 2025.

● Depreciation and amortization expenses were approximately €4.5 million for the three months ended March 31, 2026, compared to approximately €4.2 million for the three months ended March 31, 2025.

● Project development costs were approximately €0.4 million for the three months ended March 31, 2026, compared to approximately €1 million for the three months ended March 31, 2025. The decrease in project development costs is mainly due to projects that reached “ready to build” (“RTB”) or “permission to operate” (“PTO”) status, which resulted in the commencement of capitalization of expenses related to such projects into fixed assets.

● General and administrative expenses were approximately €2.5 million for the three months ended March 31, 2026, compared to approximately €1.7 million for the three months ended March 31, 2025. The increase in general and administrative expenses is mainly due to higher insurance and consulting expenses.

● Other income was approximately €1.1 million for the three months ended March 31, 2026, compared to approximately €0.2 million for the three months ended March 31, 2025. The income during the three months ended March 31, 2026 mainly resulted from the recognition of a proportional share of deferred income related to tax credits in connection with three of the Company’s USA solar facilities. The other income recognized for three months ended March 31, 2025 is based on compensation received from insurance in connection with the fire near the Talasol and Ellomay Solar facilities in Spain.

● Financing expenses, net, was approximately €8.2 million for the three months ended March 31, 2026, compared to financing income, net, of approximately €7.2 million for the three months ended March 31, 2025. The change in financing expenses, net, was mainly attributable to higher expenses resulting from exchange rate differences that amounted to approximately €2.9 million for the three months ended March 31, 2026, compared to income from exchange rate differences of approximately €10.7 million for the three months ended March 31, 2025, an aggregate change of approximately €13.6 million. The exchange rate differences were mainly recorded in connection with the New Israeli Shekel (“NIS”) cash and cash equivalents and the Company’s NIS denominated debentures and were caused by the 2.9% appreciation of the NIS against the euro during the three months ended March 31, 2026, compared to a 5.9% devaluation of the NIS against the euro during the three months ended March 31, 2025. The increase in financing expenses, net also resulted from an increase in interest expenses in connection with the Company’s debentures.

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● Taxes on income were approximately €1.6 million for the three months ended March 31, 2026, compared to a tax benefit of approximately €0.9 million for the three months ended March 31, 2025. The change is primarily attributable to deferred tax liability relating to the differences between the carrying amounts of the Texas solar facilities that were placed in service and their tax bases, as well as relating to the investment in Ellomay Luzon Energy, in light of the disposal of the investment in May 2026, subsequent to the balance sheet date.

● Loss from continuing operations was approximately €12.5 million for the three months ended March 31, 2026, compared to profit from continuing operations of approximately €5.6 million for the three months ended March 31, 2025.

● Profit from discontinued operations was approximately €0.3 million for the three months ended March 31, 2026, compared to approximately €1.2 million for the three months ended March 31, 2025. As noted above, the profit from discontinued operations reflects the Company’s share of profits of Ellomay Luzon Energy, an equity accounted investee that was sold on May 10, 2026. The decrease in the Company’s share of profits of equity accounted investee was mainly attributable to increased financing expenses recorded by Dorad Energy Ltd. (“Dorad”) due to the impact of the USD/NIS exchange rate fluctuations on deposits in USD and forward contracts and the reduced demand for electricity.

● Loss for the three months ended March 31, 2026 was approximately €12.2 million, compared to a profit of approximately €6.8 million for the three months ended March 31, 2025.

● Total other comprehensive income was approximately €5.9 million for the three months ended March 31, 2026, compared to total other comprehensive loss of approximately €4.9 million in the three months ended March 31, 2025. The change in total other comprehensive income (loss) primarily resulted from foreign currency translation adjustments due to the change in the NIS/euro exchange rate and from changes in fair value of cash flow hedges, including a material decrease in the fair value of the liability resulting from the financial power swap that covers approximately 80% of the output of the Talasol solar plant (the “Talasol PPA”). The Talasol PPA experienced a high volatility due to the substantial change in electricity prices in Europe. In accordance with hedge accounting standards, the changes in the Talasol PPA’s fair value are recorded in the Company’s shareholders’ equity through a hedging reserve and not through the accumulated deficit/retained earnings. The changes do not impact the Company’s consolidated net profit/loss or the Company’s consolidated cash flows.

● Total comprehensive loss was approximately €6.3 million for the three months ended March 31, 2026, compared to total comprehensive income of approximately €1.9 million for the three months ended March 31, 2025.

● EBITDA was approximately €2.1 million for the three months ended March 31, 2026, compared to approximately €2.9 million for the three months ended March 31, 2025.

● Net cash used in operating activities was approximately €1.9 million for the three months ended March 31, 2026, compared to net cash generated from operating activities of approximately €0.3 million for the three months ended March 31, 2025. The change in net cash used in operating activities mainly resulted from lower income due to relatively low electricity prices and increased insurance and consultancy expenses.

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CEO Review for First Quarter of 2026

In the first quarter of 2026, the Company’s revenues amounted to approximately €8.7 million, compared to revenues of approximately €8.9 million in the corresponding quarter last year. The decline in revenues was primarily attributable to low, and at times negative, electricity prices in Spain and Italy during the first quarter of 2026. The revaluation of the NIS against the euro resulted in finance expenses of approximately €4.8 million in the first quarter of 2026, compared to finance income of approximately €10.6 million resulting from the appreciation of the euro against the NIS in the corresponding quarter last year.

During the first quarter of 2026, an agreement was signed for the sale of the Company’s 50% interest in Ellomay Luzon Energy Infrastructures Ltd., which holds a 33.75% interest in Dorad Energy Ltd., based on a Dorad valuation of NIS 4.4 billion. The transaction was completed in May 2026, and the Company received consideration of approximately NIS 560 million, a price reflecting a significant gain on the investment.

In Italy – 38 MW solar (51% owned in partnership with Clal) are fully operating. The construction work on additional 160 MW solar (51% owned in partnership with Clal) has begun and construction is progressing as planned and is expected to be finished by the end of 2026. The remainder of the portfolio developed by the Company (100% owned) is approximately 264 MW solar, of which 210 MW have reached RTB status as of the date hereof and the rest are expected to receive permits in the near future. These 264 MW are scheduled to begin construction in the last quarter of 2026. Out of 210 MW that are RTB, approximately 100 MW (2 projects) won the FER X tender that guarantees a 20-year electricity sale contract at high prices. The Company signed a power purchase agreement (“PPA”) with a leading European entity for the operating projects with an aggregate capacity of 38 MW and the Company intends to continue to execute PPAs for the remainder of the portfolio. The Company is examining the establishment of battery-based electricity storage facilities in northern Italy. As part of this review, a non-binding offer has been signed for the acquisition of a license for a 50 MW / peak per hour facility with 4 hours of storage, and the possibility of acquiring an additional license for a 100 MW / peak per hour facility with 4 hours of storage is also being considered.

In the USA – the construction of the first 4 projects (49 MW) has been completed, three of them were connected to the grid at the end of the first half of 2025 and the fourth project is currently being connected. The Company is constructing the Hillsboro project (14 MW solar), whose expected to complete construction and connection to the grid in September 2026. The Company is planning the construction of two additional projects of 14 MW each that will fall within the current tax benefit framework. There is a possibility of including two additional projects in the same area in the portfolio. The regulatory changes and the uncertainty regarding tariff rates do not allow the Company to provide a forecast beyond what has been said, but the assumption is that the Company will find a way to continue developing and increasing the portfolio in the near future.

In the Netherlands – the license to increase production at the GGOT facility was received. Licenses to increase production at the two additional facilities are in advanced stages. The new regulation for the obligation to blend green gas with fossil gas will commence according to the law in January 2027 (a delay of one year), but the targets for the first year have increased. Agreements have been signed for the sale of green certificates issued under the new regulation at a price of approximately €1 per certificate. The blending obligation is expected to significantly increase the profitability of operations in the Netherlands at current production capacity. Following receipt of the licenses to increase production capacities the Company plans to increase the production capacity from 16 million cubic meters of gas per year to around 24 million cubic meters of gas per year in the existing facilities. This increase is expected to lead to material increases in revenues and profits.

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In Israel – at the end of December 2025, tunneling works resumed at the Manara pumped storage project. The tunneling works are progressing well at present. However, works on the upper and lower reservoir sites have halted due to the ongoing war-related events in northern Israel. These works are expected to resume shortly, subject to security conditions. The Company is in negotiations with the Israeli Electricity Authority for compensation for delays and war damage to the Manara project.

In Spain – the Company is operating the existing solar portfolio (335 MWh). The development activity in Spain focuses on energy storage in batteries, whereby the process for obtaining license for Ellomay Solar (28 MWp for two hours of battery storage) is in advanced stages and is expected to be received in the coming months. In addition, the Company is advancing a battery storage project for Talasol (210 MWp with 2 hours of storage). The high volatility in electricity prices in Spain stems from an excess of renewable energy during the transition seasons and causes damage to the stability of the grid. The solution to this problem is a significant increase in storage capacity, which is currently at very low levels in Spain.

Use of Non-IFRS Financial Measures

EBITDA is a non-IFRS measure and is defined as earnings before financial expenses, net, taxes, depreciation and amortization. The Company presents this measure in order to enhance the understanding of the Company’s operating performance and to enable comparability between periods. While the Company considers EBITDA to be an important measure of comparative operating performance, EBITDA should not be considered in isolation or as a substitute for net income or other statement of operations or cash flow data prepared in accordance with IFRS as a measure of profitability or liquidity. EBITDA does not take into account the Company’s commitments, including capital expenditures and restricted cash and, accordingly, is not necessarily indicative of amounts that may be available for discretionary uses. Not all companies calculate EBITDA in the same manner, and the measure as presented may not be comparable to similarly-titled measure presented by other companies. The Company’s EBITDA may not be indicative of the Company’s historic operating results; nor is it meant to be predictive of potential future results. The Company uses this measure internally as performance measure and believes that when this measure is combined with IFRS measure it add useful information concerning the Company’s operating performance. A reconciliation between results on an IFRS and non-IFRS basis is provided on page 16 of this press release.

About Ellomay Capital Ltd.

Ellomay is an Israeli based company whose shares are registered with the NYSE American and with the Tel Aviv Stock Exchange under the trading symbol “ELLO”. Since 2009, Ellomay focuses its business in the renewable energy and power sectors in Europe, USA and Israel.

To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy, Spain, the Netherlands and Texas, USA, including:

● Approximately 335.9 MW of operating solar power plants in Spain (including a 300 MW solar plant in owned by Talasol, which is 51% owned by the Company) and 51% of approximately 38 MW of operating solar power plants in Italy;

● Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V., project companies operating anaerobic digestion plants in the Netherlands, with a green gas production capacity of approximately 3 million, 3.8 million and 9.5 million Nm3 per year, respectively;

● 83.333% of Ellomay Pumped Storage (2014) Ltd., which is involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel;

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● 51% of solar projects in Italy with an aggregate capacity of 160 MW that are under construction;

● Solar projects in Italy with an aggregate capacity of 210 MW that have reached “ready to build” status; and

● Solar projects in the Dallas Metropolitan area, Texas, USA with an aggregate capacity of approximately 38 MW that are connected to the grid, 11 MW that are currently in the test run phase prior to commercial operation and 14 MW that are under construction.

For more information about Ellomay, visit http://www.ellomay.com.

Information Relating to Forward-Looking Statements

This press release 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 press release 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 changes in electricity prices and demand, regulatory changes increases in interest rates and inflation, 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, the impact of the war and hostilities in Israel and Gaza and between Israel and Iran, the impact of the continued military conflict between Russia and Ukraine, 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, increases in interest rates and inflation, changes in exchange rates, 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, 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. 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 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.

Contact:

Kalia Rubenbach (Weintraub)

CFO

Tel: +972 (3) 797-1111

Email: hilai@ellomay.com

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Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Statements of Financial Position

		March 31,				December 31,				March 31,
		2026				2025				2026
		Unaudited				Audited				Unaudited
		€in thousands								Convenience  Translation into US$ in thousands*
Assets
Current assets:
Cash and cash equivalents			83,697				87,614				96,152
Restricted cash			20,458				656				23,502
Intangible asset from green certificates			501				29				576
Trade and revenue receivables			8,460				7,236				9,719
Other receivables			14,479				14,918				16,634
Derivatives asset short-term			4,873				3,743				5,598
Assets of disposal groups classified as held for sale			61,633				-				70,805
			194,101				114,196				222,986
Non-current assets
Investment in equity accounted investee			-				59,542				-
Fixed assets			585,436				566,876				672,558
Right-of-use asset			45,223				44,386				51,953
Restricted cash and deposits			15,987				16,071				18,366
Deferred tax			11,465				11,914				13,171
Long-term receivables			18,811				18,097				21,610
Derivatives			14,392				12,433				16,534
			691,314				729,319				794,192
Total assets			885,415				843,515				1,017,178
Liabilities and Equity
Current liabilities
Current maturities of long-term bank loans			23,354				17,235				26,829
Current maturities of other long-term loans			14,939				3,666				17,162
Current maturities of debentures			66,743				39,803				76,675
Trade payables			5,371				6,719				6,170
Other payables			20,971				17,145				24,089
Derivatives			463				675				532
Current maturities of lease liabilities			920				844				1,057
Warrants			5,618				5,929				6,454
			138,379				92,016				158,968
Non-current liabilities
Long-term lease liabilities			36,271				35,491				41,670
Long-term bank loans			299,530				272,388				344,105
Other long-term loans			61,810				58,457				71,008
Debentures			176,739				209,374				203,040
Deferred tax			5,354				3,170				6,151
Other long-term liabilities			8,465				6,179				9,725
Derivatives			-				1,300				-
			588,169				586,359				675,699
Total liabilities			726,547				678,375				834,667
Equity
Share capital			28,008				28,002				32,176
Share premium			96,603				96,585				110,979
Treasury shares			(1,736	)			(1,736	)			(1,994	)
Transaction reserve with non-controlling Interests			14,763				14,757				16,960
Reserves			20,884				16,674				23,993
Accumulated deficit			(24,137	)			(13,694	)			(27,729	)
Total equity attributed to shareholders of the Company			134,385				140,588				154,385
Non-controlling interest			24,483				24,552				28,126
Total equity			158,868				165,140				182,511
Total liabilities and equity			885,415				843,515				1,017,178

* Convenience translation into US$ (exchange rate as at March 31, 2026: euro 1 = US$ 1.149)

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Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (Loss)

		For the three months ended March 31,								For the year ended December 31,				For the three months ended March 31,
		2026				2025				2025				2026
		Unaudited								Audited				Unaudited
		€in thousands (except per share data)												Convenience Translation into US$*
Revenues			8,665				8,860				42,827				9,954
Operating expenses			(5,077	)			(4,627	)			(19,408	)			(5,833	)
Depreciation and amortization expenses			(4,516	)			(4,238	)			(16,481	)			(5,188	)
Gross profit (loss)			(928	)			(5	)			6,938				(1,067	)
Project development costs			(375	)			(1,045	)			(2,649	)			(431	)
General and administrative expenses			(2,475	)			(1,662	)			(6,369	)			(2,843	)
Other income			1,080				198				3,599				1,241
Operating profit (loss)			(2,698	)			(2,514	)			1,519				(3,100	)
Financing income			616				11,483				2,876				708
Financing income (expenses) in connection with derivatives and warrants, net			493				(376	)			(3,917	)			566
Financing expenses in connection with project finance			(1,430	)			(1,375	)			(6,612	)			(1,643	)
Financing expenses in connection with debentures			(3,951	)			(1,741	)			(8,316	)			(4,539	)
Interest expenses on minority shareholder loan			(735	)			(476	)			(2,047	)			(844	)
Other financing expenses			(3,213	)			(294	)			(9,342	)			(3,691	)
Financing income (expenses), net			(8,220	)			7,221				(27,358	)			(9,443	)
Profit (loss) before taxes on income			(10,918	)			4,707				(25,839	)			(12,543	)
Tax benefit (taxes on income)			(1,600	)			922				2,528				(1,838	)
Profit (loss) from continuing operations			(12,518	)			5,629				(23,311	)			(14,381	)
Profit from discontinued operation (net of tax)			298				1,189				16,930				342
Profit (loss) for the period			(12,220	)			6,818				(6,381	)			(14,039	)
Profit (loss) attributable to:
Owners of the Company			(10,443	)			7,994				(2,133	)			(11,996	)
Non-controlling interests			(1,777	)			(1,176	)			(4,248	)			(2,043	)
Profit (loss) for the period			(12,220	)			6,818				(6,381	)			(14,039	)
Other comprehensive income (loss) items
That after initial recognition in comprehensive income were or will be transferred to profit or loss:
Foreign currency translation differences for foreign operations			2,502				(9,538	)			2,517				2,874
Effective portion of change in fair value of cash flow hedges			4,084				4,264				2,546				4,691
Net change in fair value of cash flow hedges transferred to profit or loss			(668	)			337				(2,734	)			(768	)
Total other comprehensive income (loss)			5,918				(4,937	)			2,329				6,797
Total other comprehensive income (loss) attributable to:
Owners of the Company			4,210				(6,957	)			2,336				4,836
Non-controlling interests			1,708				2,020				(7	)			1,961
Total other comprehensive income (loss)			5,918				(4,937	)			2,329				6,797
Total comprehensive income (loss) for the period			(6,302	)			1,881				(4,052	)			(7,242	)
Total comprehensive income (loss) for the period attributable to:
Owners of the Company			(6,233	)			1,037				203				(7,160	)
Non-controlling interests			(69	)			844				(4,255	)			(82	)
Total comprehensive income (loss) for the period			(6,302	)			1,881				(4,052	)			(7,242	)

* Convenience translation into US$ (exchange rate as at March 31, 2026: euro 1 = US$ 1.149)

8

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (Loss) (cont’d)

		For the three months ended March 31,								For the year ended December 31,				For the three months ended March 31,
		2026				2025				2025				2026
		Unaudited								Audited				Unaudited
		€in thousands (except per share data)												Convenience Translation  into US$*
Basic profit (loss) per share			(0.76	)			0.62				(0.16	)			(0.87	)
Diluted profit (loss) per share			(0.76	)			0.62				(0.16	)			(0.87	)
Basic profit (loss) per share continuing operations			(0.78	)			0.53				(1.44	)			(0.89	)
Diluted profit (loss) per share continuing operations			(0.78	)			0.53				(1.44	)			(0.89	)
Basic profit per share discontinued operation			0.02				0.09				1.28				0.02
Diluted profit per share discontinued operation			0.02				0.09				1.28				0.02

* Convenience translation into US$ (exchange rate as at March 31, 2026: euro 1 = US$ 1.149)

9

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Changes in Equity

										Attributable to shareholders of the Company
		Share capital				Share premium				Accumulated deficit				Treasury shares				Translation reserve  from foreign operations				Hedging reserve				Transaction reserve with non-controlling interests				Total				Non- controlling interests				Total Equity
		€in thousands
For the three months ended March 31, 2026 (unaudited):
Balance as at January 1, 2026			28,002				96,585				(13,694	)			(1,736	)			10,935				5,739				14,757				140,588				24,552				165,140
Loss for the period			-				-				(10,443	)			-				-				-				-				(10,443	)			(1,777	)			(12,220	)
Other comprehensive income for the period			-				-				-				-				2,412				1,798				-				4,210				1,708				5,918
Total comprehensive income (loss) for the period			-				-				(10,443	)			-				2,412				1,798				0				(6,233	)			(69	)			(6,302	)
Transactions with owners of the Company, recognized directly in equity:
Proceeds from transactions with non-controlling interests			-				-				-				-				-				-				6				6				-				6
Options exercise			6				18				-				-				-				-				-				24				-				24
Balance as at March 31, 2026			28,008				96,603				(24,137	)			(1,736	)			13,347				7,537				14,763				134,385				24,483				158,868
For the three months
ended March 31, 2025 (unaudited):
Balance as at January 1, 2025			25,613				86,271				(11,561	)			(1,736	)			8,446				5,892				5,697				118,622				10,663				129,285
Loss for the period			-				-				7,994				-				-				-				-				7,994				(1,176	)			6,818
Other comprehensive income (loss) for the period			-				-				-				-				(9,329	)			2,372				-				(6,957	)			2,020				(4,937	)
Total comprehensive income (loss) for the period			-				-				7,994				-				(9,329	)			2,372				-				1,037				844				1,881
Transactions with owners of the Company, recognized directly in equity:
Share-based payments			-				4				-				-				-				-				-				4				-				4
Balance as at March 31, 2025			25,613				86,275				(3,567	)			(1,736	)			(883	)			8,264				5,697				119,663				11,507				131,170

10

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Changes in Equity (cont’d)

										Attributable to shareholders of the Company
		Share capital				Share premium				Accumulated deficit				Treasury shares				Translation reserve from foreign operations				Hedging reserve				Transaction reserve with non-controlling interests				Total				Non- controlling interests				Total  Equity
		€ in thousands
For the year ended December 31, 2025 (audited):
Balance as at January 1, 2025			25,613				86,271				(11,561	)			(1,736	)			8,446				5,892				5,697				118,622				10,663				129,285
Loss for the year			-				-				(2,133	)			-				-				-				-				(2,133	)			(4,248	)			(6,381	)
Other comprehensive income (loss) for the year			-				-				-				-				2,489				(153	)			-				2,336				(7	)			2,329
Total comprehensive income (loss) for the year			-				-				(2,133	)			-				2,489				(153	)			-				203				(4,255	)			(4,052	)
Transactions with owners of the Company, recognized directly in equity:
Sale of shares in subsidiaries from non-controlling interests			-				-				-				-				-				-				9,060				9,060				16,997				26,057
Options exercise			7				17				-				-				-				-				-				24				-				24
Issuance of ordinary shares			2,382				10,281				-				-				-				-				-				12,663				-				12,663
Issuance of capital note to non-controlling interests			-				-				-				-				-				-				-				-				1,147				1,147
Share-based payments			-				16				-				-				-				-				-				16				-				16
Balance as at December 31, 2025			28,002				96,585				(13,694	)			(1,736	)			10,935				5,739				14,757				140,588				24,552				165,140

11

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Changes in Equity (cont’d)

										Attributable to shareholders of the Company
		Share capital				Share premium				Accumulated deficit				Treasury shares				Translation reserve from foreign operations				Hedging reserve				Transaction reserve with non-controlling interests				Total				Non- controlling interests				Total Equity
		Convenience translation into US$ (exchange rate as at March 31, 2026: euro 1 = US$ 1.149)
For the three months ended March 31, 2026 (unaudited):
Balance as at January 1, 2026			32,169				110,958				(15,733	)			(1,994	)			12,563				6,594				16,953				161,510				28,208				189,717
Loss for the period			-				-				(11,996	)			-				-				-				-				(11,996	)			(2,043	)			(14,039	)
Other comprehensive income for the period			-				-				-				-				2,771				2,065				-				4,836				1,961				6,797
Total comprehensive income (loss) for the period			-				-				(11,996	)			-				2,771				2,065				-				(7,160	)			(82	)			(7,242	)
Transactions with owners of the Company, recognized directly in equity:
Proceeds from transactions with non-controlling interests			-				-				-				-				-				-				7				7				-				7
Options exercise			7				21				-				-				-				-				-				28				-				28
Balance as at March 31, 2026			32,176				110,979				(27,729	)			(1,994	)			15,334				8,659				16,960				154,385				28,126				182,511

12

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Cash Flow

		For the three months ended March 31,								For the year ended December 31,				For the three months ended March 31,
		2026				2025				2025				2026
		Unaudited								Audited				Unaudited
		€ in thousands												Convenience Translation into US$*
Cash flows generated from operating activities
Profit (loss) for the period			(12,220	)			6,818				(6,381	)			(14,039	)
Adjustments for:
Financing expenses (income), net			8,220				(7,221	)			27,358				9,442
Loss from settlement of derivatives contract			-				-				424				-
Depreciation and amortization expenses			4,515				4,238				16,481				5,187
Share-based payment transactions			-				4				16				-
Profit from discontinued operation (net of tax)			(298	)			(1,189	)			(16,930	)			(342	)
Change in trade receivables and other receivables			(3,811	)			6,178				5,883				(4,378	)
Change in other assets			-				(496	)			(713	)			-
Change in trade payables			(100	)			1,267				551				(115	)
Change in other payables			3,275				(5,358	)			(5,832	)			3,762
Tax benefit			1,600				(922	)			(2,528	)			1,838
Income taxes paid			(605	)			-				(583	)			(695	)
Interest received			709				351				2,160				813
Interest paid			(3,229	)			(3,408	)			(17,470	)			(3,709	)
			10,276				(6,556	)			8,817				11,803
Net cash generated from (used in) operating activities			(1,944	)			262				2,436				(2,236	)
Cash flows generated from investing activities
Acquisition of fixed assets			(11,215	)			(18,550	)			(97,828	)			(12,884	)
Interest paid capitalized to fixed assets			(974	)			(876	)			(4,052	)			(1,119	)
Advances on account of investments			-				-				547				-
Proceed from (investment in) restricted cash, net			(19,726	)			1,307				1,584				(22,662	)
Proceeds from investment in short-term deposits			-				(39,132	)			-				-
Net cash used in investing activities			(31,915	)			(57,251	)			(99,749	)			(36,665	)
Cash flows generated from financing activities
Proceeds from exercise of warrants			-				-				24				-
Cost associated with long-term loans			(703	)			(658	)			(4,575	)			(808	)
Proceeds from issuance of shares			-				-				12,663				-
Options exercise			24				-				-				28
Proceeds from transactions with non-controlling interests			6				-				-				7
Proceeds from minority partners in the Italian solar portfolio			-				-				51,458				-
Payment of principal of lease liabilities			(306	)			(372	)			(1,548	)			(352	)
Proceeds from short-term loans			17,453				-				-				20,050
Proceeds from long-term loans			27,808				306				51,681				31,947
Repayment of long-term loans			(1,810	)			(1,792	)			(35,414	)			(2,079	)
Repayment of debentures			(15,314	)			-				(35,691	)			(17,593	)
Proceeds from issuance of debentures, net			-				56,729				91,181				-
Proceeds from the sale of tax credits			3,981				-				10,160				4,573
Proceeds from issuance of warrants			-				-				475				-
Net cash generated from financing activities			31,139				54,213				140,414				35,773
Effect of exchange rate fluctuations on cash and cash equivalents			(1,197	)			(3,210	)			3,379				(1,374	)
Increase (decrease) in cash and cash equivalents			(3,917	)			(5,986	)			46,480				(4,500	)
Cash and cash equivalents at the beginning of year			87,614				41,134				41,134				100,652
Cash and cash equivalents at the end of the period			83,697				35,148				87,614				96,152

* Convenience translation into US$ (exchange rate as at March 31, 2026: euro 1 = US$ 1.149)

13

Ellomay Capital Ltd. and its Subsidiaries

Operating Segments

		Italy				Spain												USA				Netherlands				Israel								Total
						Subsidized				28 MV																								reportable								Total
		Solar				Plants				Solar				Talasol				Solar				Biogas				Dorad1				Manara				segments				Reconciliations				consolidated
		For the three months ended March 31, 2026
		€ in thousands
Revenues			773				776				143				2,683				268				4,022				15,195				-				23,860				(15,195	)			8,665
Operating expenses			(171	)			(114	)			(172	)			(993	)			(74	)			(3,552	)			(11,732	)			-				(16,808	)			11,731				(5,077	)
Depreciation expenses			(447	)			(230	)			(253	)			(2,899	)			(402	)			(261	)			(1,454	)			-				(5,946	)			1,430				(4,516	)
Gross profit (loss)			155				432				(282	)			(1,209	)			(208	)			209				2,009				-				1,106				(2,034	)			(928	)
Project development costs																																											(375	)
General and administrative expenses																																											(2,475	)
Other income, net																																											1,080
Operating profit																																											(2,698	)
Financing income																																											616
Financing income in connection with derivatives and warrants, net																																											493
Financing expenses in connection with projects finance																																											(1,430	)
Financing expenses in connection with debentures																																											(3,951	)
Interest expenses on minority shareholder loan																																											(735	)
Other financing expenses																																											(3,213	)
Financing expenses, net																																											(8,220	)
Loss before taxes on income																																											(10,918	)
Taxes on income																																											(1,600	)
Loss from continuing operations																																											(12,518	)
Profit from discontinued operation (net of tax)																																											298
Segment assets as at March 31, 2026			206,827				13,134				18,019				210,883				82,786				32,488				109,336				212,155				885,628				(213	)			885,415

¹ Asset held for sale in connection with sale of Ellomay Luzon Energy.

14

Ellomay Capital Ltd. and its Subsidiaries

Reconciliation of Profit (Loss) to EBITDA

		For the three months ended March 31,								For the year ended December 31,				For the three months ended  March 31,
		2026				2025				2025				2026
		€ in thousands												Convenience Translation into US$*
Net profit (loss) for the period			(12,220	)			6,818				(6,381	)			(14,039	)
Financing expenses (income), net			8,220				(7,221	)			27,358				9,443
Taxes on income (tax benefit)			1,600				(922	)			(2,528	)			1,838
Depreciation and amortization expenses			4,516				4,238				16,481				5,188
EBITDA			2,116				2,913				34,930				2,430

* Convenience translation into US$ (exchange rate as at March 31, 2026: euro 1 = US$ 1.149)

15

Ellomay Capital Ltd. and its Subsidiaries

Information for the Company’s Debenture Holders

Financial Covenants

Pursuant to the Deeds of Trust governing the Company’s Series C, Series D, Series E, Series F and Series G Debentures (together, the “Debentures”), the Company is required to maintain certain financial covenants. For more information, see Items 4.A and 5.B of the Company’s Annual Report on Form 20-F submitted to the Securities and Exchange Commission dated April 30, 2026, and below.

Net Financial Debt

As of March 31, 2026, the Company’s Net Financial Debt, (as such term is defined in the Deeds of Trust of the Company’s Debentures), was approximately €165.2 million (consisting of approximately €405.2² million of short-term and long-term debt from banks and other interest bearing financial obligations, approximately €248.9³ million in connection with (i) the Series D Convertible Debentures issuance (in February 2021), (ii) the Series E Secured Debentures issuance (in February 2023), (iii) the Series F Debentures issuance (in January, April, August and November 2024) and (iv) the Series G Debentures issuance (in February and December 2025)), net of approximately €83.7 million of cash and cash equivalents, short-term deposits and marketable securities and net of approximately €405.2⁴ million of project finance and related hedging transactions of the Company’s subsidiaries).

² The amount of short-term and long-term debt from banks and other interest-bearing financial obligations provided above, includes an amount of approximately €5.5 million costs associated with such debt, which was capitalized and therefore offset from the debt amount that is recorded in the Company’s balance sheet.

³ The amount of the debentures provided above includes an amount of approximately €3.9 million associated costs, which was capitalized and discount or premium and therefore offset from the debentures amount that is recorded in the Company’s balance sheet. This amount also includes the accrued interest as at March 31, 2026 in the amount of approximately €1.5 million.

⁴ The project finance amount deducted from the calculation of Net Financial Debt includes project finance obtained from various sources, including financing entities and the minority shareholders in project companies held by the Company (provided in the form of shareholders’ loans to the project companies).

16

Ellomay Capital Ltd. and its Subsidiaries

Information for the Company’s Debenture Holders (cont’d)

Information for the Company’s Series D Debenture Holders

The Deed of Trust governing the Company’s Series D Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series D Deed of Trust is a cause for immediate repayment. As of March 31, 2026, the Company was in compliance with the financial covenants set forth in the Series D Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series D Deed of Trust) was approximately €145.5 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 53.2%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA⁵ was 4.8.

The following is a reconciliation between the Company’s profit and the Adjusted EBITDA (as defined in the Series D Deed of Trust) for the four-quarter period ended March 31, 2026:

		For the four-quarter period ended March 31, 2026
		Unaudited
		€ in thousands
Loss for the period			(25,419	)
Financing expenses, net			42,799
Tax benefit			(6	)
Depreciation and amortization expenses			16,759
Share based payments			12
Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters6			187
Adjusted EBITDA as defined the Series D Deed of Trust			34,332

⁵ The term “Adjusted EBITDA” is defined in the Series D Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series D Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series D Deed of Trust). The Series D Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series D Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of NON-IFRS Financial Measures.”

⁶ The adjustment is based on the results of solar plants in the USA that were connected to the grid and commenced delivery of electricity to the grid during the four quarters preceding March 31, 2026.

17

Ellomay Capital Ltd. and its Subsidiaries

Information for the Company’s Debenture Holders (cont’d)

Information for the Company’s Series F Debenture Holders

The Deed of Trust governing the Company’s Series F Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series F Deed of Trust is a cause for immediate repayment. As of March 31, 2026, the Company was in compliance with the financial covenants set forth in the Series F Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series F Deed of Trust) was approximately €144.8 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 53.4%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA⁷ was 4.8.

The following is a reconciliation between the Company’s profit and the Adjusted EBITDA (as defined in the Series F Deed of Trust) for the four-quarter period ended March 31, 2026:

		For the four-quarter period ended March 31, 2026
		Unaudited
		€ in thousands
Loss for the period			(25,419	)
Financing expenses, net			42,799
Tax benefit			(6	)
Depreciation and amortization expenses			16,759
Share based payments			12
Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters8			187
Adjusted EBITDA as defined the Series F Deed of Trust			34,332

⁷ The term “Adjusted EBITDA” is defined in the Series F Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series F Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series F Deed of Trust). The Series F Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series F Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of Non-IFRS Financial Measures.”

⁸ The adjustment is based on the results of solar plants in the USA that were connected to the grid and commenced delivery of electricity to the grid during the four quarters preceding March 31, 2026.

18

Ellomay Capital Ltd. and its Subsidiaries

Information for the Company’s Debenture Holders (cont’d)

Information for the Company’s Series G Debenture Holders

The Deed of Trust governing the Company’s Series G Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series G Deed of Trust is a cause for immediate repayment. As of March 31, 2026, the Company was in compliance with the financial covenants set forth in the Series G Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series G Deed of Trust) was approximately €144.8 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 53.4%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA⁹ was 4.8.

The following is a reconciliation between the Company’s profit and the Adjusted EBITDA (as defined in the Series G Deed of Trust) for the four-quarter period ended March 31, 2026:

		For the four-quarter period ended March 31, 2026
		Unaudited
		€ in thousands
Loss for the period			(25,419	)
Financing expenses, net			42,799
Tax benefit			(6	)
Depreciation and amortization expenses			16,759
Share based payments			12
Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters10			187
Adjusted EBITDA as defined the Series G Deed of Trust			34,332

⁹ The term “Adjusted EBITDA” is defined in the Series G Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series G Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series G Deed of Trust). The Series G Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series G Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of Non-IFRS Financial Measures.”

¹⁰ The adjustment is based on the results of solar plants in the USA that were connected to the grid and commenced delivery of electricity to the grid during the four quarters preceding March 31, 2026.

19

Exhibit 99.2

Dorad Energy Ltd.

Interim Condensed Statements of Financial Position

		March 31				March 31				December 31
		2026				2025				2025
		(Unaudited)				(Unaudited)				(Audited)
		NIS thousands				NIS thousands				NIS thousands
Current assets
Cash and cash equivalents			758,087				1,030,373				695,247
Trade receivables and accrued income			197,232				247,812				305,139
Other receivables			75,731				26,929				51,703
Financial derivatives			586				803				-
Total current assets			1,031,636				1,305,917				1,052,089
Non-current assets
Restricted deposit			491,547				541,855				495,192
Long-term Prepaid expenses			98,283				79,666				98,788
Fixed assets			2,559,235				2,678,973				2,578,120
Intangible assets			9,330				10,215				9,423
Right of use assets			50,439				53,332				51,599
Total non-current assets			3,208,834				3,364,041				3,233,122
Total assets			4,240,470				4,669,958				4,285,211
Current liabilities
Current maturities of loans from banks			309,369				347,509				291,329
Current maturities of lease liabilities			5,294				4,991				5,298
Current tax liabilities			18,295				24,119				18,403
Trade payables			221,776				297,164				277,149
Other payables			82,072				14,865				103,604
Total current liabilities			636,806				688,648				695,783
Non-current liabilities
Loans from banks			1,497,958				1,756,777				1,508,206
Other long-term liabilities			6,728				60,872				7,275
Long-term lease liabilities			44,569				47,198				44,441
Provision for restoration and decommissioning			37,941				37,212				38,886
Deferred tax liabilities			419,273				405,837				424,828
Liabilities for employee benefits, net			160				160				160
Total non-current liabilities			2,006,629				2,308,056				2,023,796
Equity
Share capital			11				11				11
Share premium			642,199				642,199				642,199
Capital reserve from activities with shareholders			3,748				3,748				3,748
Retained earnings			951,077				1,027,296				919,674
Total equity			1,597,035				1,673,254				1,565,632
Total liabilities and equity			4,240,470				4,669,958				4,285,211

Dorad Energy Ltd.

Interim Condensed Statements of Profit or Loss

		For the three months ended								Year ended
		March 31								December 31
		2026				2025				2025
		(Unaudited)				(Unaudited)				(Audited)
		NIS thousands				NIS thousands				NIS thousands
Revenues			592,356				610,554				2,650,533
Operating costs of the Power Plant
Energy costs			97,423				105,220				457,218
Electricity purchase and infrastructure services			306,616				325,315				1,360,728
Depreciation and amortization			56,687				51,418				223,701
Other operating costs			53,345				43,475				187,916
Total operating costs of Power Plant			514,071				525,428				2,229,563
Profit from operating the Power Plant			78,285				85,126				420,970
General and administrative expenses			9,484				8,186				35,628
Other income			-				-				36
Operating profit			68,801				76,940				385,378
Financing income			12,243				28,452				63,434
Financing expenses			40,304				32,743				256,638
Financing expenses, net			28,061				4,291				193,204
Profit before taxes on income			40,740				72,649				192,174
Taxes on income			9,337				16,659				43,806
Net profit for the period			31,403				55,990				148,368

2

Dorad Energy Ltd.

Interim Condensed Statements of Changes in Shareholders’ Equity

										Capital
										reserve
										for activities
		Share				Share				with				Retained
		capital				premium				shareholders				earnings				Total Equity
		NIS thousands				NIS thousands				NIS thousands				NIS thousands				NIS thousands
For the three months ended March 31, 2026 (Unaudited)
Balance as at January 1, 2026 (Audited)			11				642,199				3,748				919,674				1,565,632
Net profit for the period			-				-				-				31,403				31,403
Balance as at March 31, 2026 (Unaudited)			11				642,199				3,748				951,077				1,597,035
For the three months ended March 31, 2025 (Unaudited)
Balance as at January 1, 2025 (Audited)			11				642,199				3,748				971,306				1,617,264
Net profit for the period			-				-				-				55,990				55,990
Balance as at March 31, 2025 (Unaudited)			11				642,199				3,748				1,027,296				1,673,254
For the year ended December 31, 2025 (Audited)
Balance as at January 1, 2025 (Audited)			11				642,199				3,748				971,306				1,617,264
Dividend distributed			-				-				-				(200,000	)			(200,000	)
Net profit for the year			-				-				-				148,368				148,368
Balance as at December 31, 2025 (Audited)			11				642,199				3,748				919,674				1,565,632

3

Dorad Energy Ltd.

Interim Condensed Statements of Cash Flows

		For the three months ended								Year ended
		March 31								December 31
		2026				2025				2025
		(Unaudited)				(Unaudited)				(Audited)
		NIS thousands				NIS thousands				NIS thousands
Cash flows from operating activities:
Net Profit for the period			31,403				55,990				148,368
Adjustments to profit or loss items:
Depreciation and amortization
and fuel consumption			66,514				53,036				257,015
Taxes on income			9,337				16,659				43,806
Financing expenses, net			28,061				4,291				193,204
			103,912				73,986				494,025
Changes in asset and liability items:
Change in trade receivables and accrued income			107,907				(62,187	)			(119,514	)
Change in other receivables			(24,028	)			5,471				(19,304	)
Change in trade payables			(51,367	)			116,677				121,033
Change in other payables			(21,534	)			(106	)			22,464
Change in other long-term liabilities			52				315				(27,664	)
			11,030				60,170				(22,985	)
Cash paid during the year for:
Taxes paid			(15,000	)			-				(14,016	)
Net cash from operating activities			131,345				190,146				605,392
Cash flows from investing activities:
Proceeds (payment) from settlement of financial derivatives, net			96				289				(5,781	)
Changes in restricted deposits			-				-				27,350
Investment in fixed assets			(46,496	)			(34,249	)			(103,262	)
Investment in intangible assets			(618	)			(1,115	)			(4,668	)
Interest received			10,961				14,847				59,519
Net cash used in investing activities			(36,057	)			(20,228	)			(26,842	)
Cash flows from financing activities:
Repayment of lease liability			(163	)			-				(4,998	)
Receipt of loans from banks			1,923,109				-				-
Repayment of loans from banks			(1,785,312	)			-				(320,012	)
Dividends paid			-				-				(200,000	)
Interest and commissions paid			(163,569	)			(190	)			(105,341	)
Net cash used in financing activities			(25,935	)			(190	)			(630,351	)
Net increase (decrease) in cash and cash equivalents			69,353				169,728				(51,801	)
Effect of exchange rate fluctuations on cash and cash equivalents			(6,513	)			14,080				(99,517	)
Cash and cash equivalents at beginning of period			695,247				846,565				846,565
Cash and cash equivalents at end of period			758,087				1,030,373				695,247
(a) Significant non-cash activity
Liability for gas agreements			-				432				44,615

4

FAQ

How did Ellomay Capital (ELLO) perform financially in Q1 2026?

Ellomay Capital reported Q1 2026 revenue of about €8.7 million, slightly below €8.9 million a year earlier. The company posted a net loss of roughly €12.2 million from continuing operations, compared with a prior-year profit of €5.6 million, mainly due to adverse currency-driven finance expenses.

What major asset transaction did Ellomay Capital (ELLO) complete in 2026?

Ellomay Capital completed the sale of its 50% interest in Ellomay Luzon Energy in May 2026 for approximately NIS 560 million. The price was based on a Dorad Energy valuation of about NIS 4.4 billion and generated a significant gain on the investment according to management commentary.

How did the Ellomay Luzon Energy sale affect Ellomay Capital’s debt and covenants?

Proceeds from the Ellomay Luzon Energy sale funded early repayment of Series E Secured Debentures totaling about NIS 170 million, including interest and fees. As of March 31, 2026, Ellomay reported Net Financial Debt of roughly €165.2 million and confirmed compliance with Series D, F and G debenture covenants.

What is Ellomay Capital’s EBITDA and net financial debt as of March 31, 2026?

For Q1 2026 Ellomay Capital reported EBITDA of €2.1 million, calculated as earnings before net financial expenses, taxes, depreciation and amortization. As of March 31, 2026, the company’s Net Financial Debt was approximately €165.2 million under the debenture deed definitions.

How is Dorad Energy Ltd. performing according to the translated results?

Dorad Energy’s Q1 2026 interim results show revenue of NIS 592.4 million and net profit of NIS 31.4 million. These figures come from Dorad’s reviewed financial statements; Ellomay and its auditors did not review or consult Dorad or Ellomay Luzon Energy regarding these numbers.

What growth projects is Ellomay Capital (ELLO) advancing in Italy and the USA?

In Italy, Ellomay operates 38 MW of solar and is constructing an additional 160 MW, plus 264 MW in a 100%-owned portfolio slated to start building in late 2026. In the USA, 49 MW of projects are built, with a 14 MW Hillsboro project expected to finish construction and grid connection by September 2026.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 PRESS RELEASE: "ELLOMAY CAPITAL REPORTS RESULTS FOR THE THREE MONTHS ENDED MARCH 580.8 KB
• EX-99.2 FINANCIAL RESULTS OF DORAD ENERGY LTD. AS OF AND FOR THE THREE MONTHS ENDED MARC 153.6 KB