Ellomay sells indirect Dorad stake for NIS 559.8m

Ellomay Capital Ltd. has completed the sale of its 50% stake in Ellomay Luzon Energy Infrastructures Ltd. to the Amos Luzon Development and Energy Group.

Rhea-AI Filing Summary

Ellomay Capital Ltd. has completed the sale of its 50% stake in Ellomay Luzon Energy Infrastructures Ltd. to the Amos Luzon Development and Energy Group. Ellomay Luzon Energy’s main asset is a 33.75% holding in Dorad Energy Ltd.

The transaction is based on a Dorad valuation of NIS 4.4 billion, implying NIS 742.5 million for Ellomay’s indirect Dorad stake. After deducting approximately NIS 182.7 million for 50% of Ellomay Luzon Energy’s net debt, the purchase price is about NIS 559.8 million. Around NIS 166.2 million of the proceeds were pledged as collateral for Ellomay’s Series E Secured Debentures and will be applied toward their early repayment of approximately NIS 170 million scheduled for May 24, 2026, supporting balance sheet strength and refocusing on core renewable energy activities.

Positive

• Major asset monetization and debt reduction: Ellomay receives approximately NIS 559.8 million for its indirect Dorad holding and plans to use about NIS 166.2 million to support early repayment of roughly NIS 170 million of Series E Secured Debentures on May 24, 2026, improving leverage and financial flexibility.

Negative

• None.

Insights

Renewable energy and capital structure analyst

Ellomay monetizes its Dorad stake and uses proceeds to reduce secured debt.

Ellomay Capital has crystallized value from its indirect 33.75% holding in Dorad Energy Ltd. via the sale of its 50% interest in Ellomay Luzon Energy Infrastructures Ltd. The deal values Dorad at NIS 4.4 billion, with Ellomay’s indirect stake valued at NIS 742.5 million before net debt.

After deducting roughly NIS 182.7 million for 50% of Ellomay Luzon Energy’s net debt, the purchase price is about NIS 559.8 million. Of this, approximately NIS 166.2 million is pledged as financial collateral for Ellomay’s Series E Secured Debentures, earmarked for early repayment of about NIS 170 million scheduled on May 24, 2026.

This combination of asset sale and debt repayment simplifies Ellomay’s exposure to Dorad while strengthening its capital structure. Management states that remaining proceeds will support development of its renewable energy project pipeline and allow greater focus on core business activities across Europe, the USA and Israel, though future deployment details are not specified in this excerpt.

Key Figures

Dorad valuation: NIS 4.4 billion Indirect Dorad stake value: NIS 742.5 million Net debt deduction: NIS 182.7 million +5 more

8 metrics

Dorad valuation NIS 4.4 billion Implied valuation of Dorad Energy Ltd. used in the transaction

Indirect Dorad stake value NIS 742.5 million Valuation of Ellomay’s indirect holdings in Dorad Energy Ltd.

Net debt deduction NIS 182.7 million 50% of Ellomay Luzon Energy’s net debt deducted from consideration

Purchase price NIS 559.8 million Approximate consideration paid for Ellomay’s 50% stake in Ellomay Luzon Energy

Proceeds pledged NIS 166.2 million Deposited as collateral for Series E Secured Debentures

Early debenture repayment NIS 170 million Approximate amount of Series E Secured Debentures scheduled for early repayment on May 24, 2026

Dorad holding via Ellomay Luzon Energy 33.75% Equity stake in Dorad Energy Ltd. held by Ellomay Luzon Energy

Ellomay’s stake in Ellomay Luzon Energy 50% Ownership interest sold to the Amos Luzon Development and Energy Group

Key Terms

Series E Secured Debentures, forward-looking statements, renewable energy and power projects, financial collateral, +1 more

5 terms

Series E Secured Debentures financial

"This amount will be used for the early repayment of the Series E Secured Debentures, scheduled for May 24, 2026"

A Series E secured debenture is a specific labeled batch of long-term debt a company issues that promises regular interest payments and repayment of principal, backed by specific collateral if the company defaults. Think of it as a numbered IOU tied to particular assets: the “Series E” tag distinguishes its terms (interest rate, maturity, priority) from other debt, while “secured” means holders have a claim on pledged assets. Investors care because its collateral and position in the repayment order influence how safe the payments are and how much return they can expect compared with other securities.

forward-looking statements regulatory

"This press release 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.

renewable energy and power projects financial

"a renewable energy and power generator and developer of renewable energy and power projects in Europe, USA and Israel"

financial collateral financial

"deposited in a bank account pledged to the trustee for the Company’s Series E Secured Debentures as financial collateral"

Financial collateral is money or assets pledged to back a loan or obligation so a lender can recover value if the borrower defaults, like leaving a valuable item as a security deposit. It matters to investors because collateral reduces the lender’s risk, often leading to lower interest costs, higher recovery prospects in a default, and clearer valuation of downside exposure—factors that change a debt’s safety and a company’s borrowing terms.

net debt financial

"net of 50% of Ellomay Luzon Energy’s net debt (outstanding bank loans minus cash and cash equivalents)"

Net debt is the total amount a company owes after subtracting the cash and assets it has that can be used to pay off that debt. It shows how much debt is truly a burden, helping investors understand if a company is financially healthy or heavily borrowed. Think of it like calculating how much money you owe after using your savings to pay part of it.

FAQ

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

What transaction did Ellomay Capital (ELLO) complete involving Dorad Energy?

Ellomay Capital completed the sale of its 50% stake in Ellomay Luzon Energy Infrastructures. That entity’s main asset is a 33.75% holding in Dorad Energy Ltd., so the deal effectively monetizes Ellomay’s indirect interest in Dorad at an agreed valuation.

How much did Ellomay Capital receive for its indirect Dorad Energy stake?

Ellomay Capital’s indirect Dorad stake was valued at approximately NIS 742.5 million. After deducting about NIS 182.7 million representing 50% of Ellomay Luzon Energy’s net debt, the resulting purchase price paid to Ellomay is approximately NIS 559.8 million in total consideration.

What Dorad Energy valuation underpins Ellomay Capital’s sale price?

The transaction is based on a Dorad Energy Ltd. valuation of NIS 4.4 billion. Using this valuation, Ellomay’s indirect 33.75% holding was valued at about NIS 742.5 million before subtracting Ellomay Luzon Energy’s net debt share to arrive at the final purchase price.

How will Ellomay Capital use proceeds from the Dorad-related sale?

Ellomay Capital deposited about NIS 166.2 million of the proceeds into a pledged account for its Series E Secured Debentures. This amount is designated for early repayment of approximately NIS 170 million of those debentures, with management also highlighting support for project development and financial flexibility.

When will Ellomay Capital repay its Series E Secured Debentures early?

Early repayment of Ellomay Capital’s Series E Secured Debentures is scheduled for May 24, 2026. Approximately NIS 170 million will be repaid, funded in part by about NIS 166.2 million from the sale proceeds that were pledged as financial collateral to the debenture trustee.

What strategic rationale did Ellomay Capital cite for selling its Dorad exposure?

Management stated the transaction reflects value created in Ellomay Luzon Energy and that proceeds will support developing its renewable project portfolio. They also emphasized improved financial flexibility and a sharper focus on core renewable energy activities while aiming to continue pursuing long-term shareholder value creation.

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

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Accepted by SEC EDGAR 05/11/2026 - 06:03 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of 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 ☐

PARAGRAPHS 1-3 OF 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.

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 Consummates the Sale of its Indirect Holdings in Dorad Energy Ltd.,” dated May 10, 2026.

1

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 11, 2026

2

Exhibit 99.1

Ellomay Capital Consummates the Sale of its Indirect Holdings in Dorad Energy Ltd.

Final Purchase Price is NIS 559.8 Million

Tel-Aviv, Israel, May 10, 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 announced the consummation of the sale of its holdings (50%) in Ellomay Luzon Energy Infrastructures Ltd. (“Ellomay Luzon Energy”) to the Amos Luzon Development and Energy Group Ltd. (the “Luzon Group”).

Ellomay Luzon Energy’s main asset is its holding of 33.75% of Dorad Energy Ltd. (“Dorad”). The consideration was based on a Dorad valuation of NIS 4.4 billion, i.e. a valuation of NIS 742.5 million for the Company’s indirect holdings in Dorad, net of 50% of Ellomay Luzon Energy’s net debt (outstanding bank loans minus cash and cash equivalents) in an amount of approximately NIS 182.7 million, resulting in a purchase price of approximately NIS 559.8 million.

Of the consideration received, an amount of approximately NIS 166.2 million was deposited in a bank account pledged to the trustee for the Company’s Series E Secured Debentures as financial collateral for the removal of the pledges placed on the Ellomay Luzon Energy shares sold to the Luzon Group. This amount will be used for the early repayment of the Series E Secured Debentures, scheduled for May 24, 2026, in an amount of approximately NIS 170 million.

Ran Fridrich, CEO and Board member of Ellomay commented: “We are pleased to complete this transaction, which reflects the significant value created through our investment in Ellomay Luzon Energy. The proceeds from the sale will support the development of our growing portfolio of projects and provide enhanced financial flexibility as we execute on our strategic plans. This transaction also enables us to further sharpen our focus on our core business activities as we continue to pursue long-term shareholder value creation.”

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;

● 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 outcome of legal proceedings in connection with Dorad Energy Ltd., 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, inability to advance the expansion of Dorad, 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, the impact of the continued military conflict between Russia and Ukraine, 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

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE: "ELLOMAY CAPITAL CONSUMMATES THE SALE OF ITS INDIRECT HOLDINGS IN 13.9 KB