UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of December 2025
Commission
File Number: 001-35284
Ellomay
Capital Ltd.
(Translation
of registrant’s name into English)
18
Rothschild Blvd., Tel Aviv 6688121, Israel
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
THE
FIRST AND FOURTH-SIXTH PARAGRAPHS OF EXHIBIT 99.1 TO 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FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
This
Report on Form 6-K of Ellomay Capital Ltd. consists of the following document, which is attached hereto and incorporated by reference
herein:
| Exhibit 99.1 |
| Press Release: “Ellomay Capital Announces Execution of an Agreement
to Sell the Control Stake in the Company to O.Y. Nofar Energy Ltd.; Mr. Ran Fridrich will continue as Chief Executive Officer of the Company,”
dated December 16, 2025. |
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
Ellomay Capital
Ltd. |
| |
|
|
| |
By: |
/s/ Ran Fridrich |
| |
|
Ran Fridrich |
| |
|
Chief Executive Officer and Director |
Dated:
December 16, 2025
