[6-K] Ellomay Capital LTD Current Report (Foreign Issuer)

Rhea-AI Filing Summary

flyExclusive, Inc. (NYSE American: FLYX) filed an 8-K (Item 8.01) announcing it has waived the lock-up that restricted EG Sponsor LLC from selling 5.625 MM Class A shares and 4.333 MM warrants until 27 Dec 2026. The waiver, executed 25 Jul 2025 and effective immediately, is intended to clear a March 2025 Russell 2000 rule that bars index inclusion while such restrictions are in place. Management believes Russell inclusion would raise trading volume, liquidity and enhance access to its at-the-market program.

The Audit & Risk Committee and the full Board (with interested directors Gregg Hymowitz and Gary Fegel recused) approved the waiver in line with company policy. All other terms of the 2021 Letter Agreement between the Company and EG Sponsor LLC remain unchanged.

No financial metrics were disclosed; the filing is limited to governance actions surrounding the share release and potential index listing.

Positive

• Facilitates potential Russell 2000 inclusion, which may add index-tracker demand and improve liquidity.
• Independent Audit & Risk Committee and disinterested Board approval mitigate conflict-of-interest concerns.

Negative

• Immediate release of 5.625 MM shares and 4.333 MM warrants could increase supply and pressure share price.
• Altering previously agreed lock-up may erode investor trust and signal willingness to renegotiate protections.

Insights

Securities Analyst

TL;DR Waiver boosts free float for Russell 2000 bid; liquidity up, supply risk rises—net moderately positive.

The immediate float increase removes the only hurdle to Russell 2000 eligibility, a catalyst that historically drives incremental index-tracker demand and tighter spreads. Greater liquidity can lower capital costs, aiding the existing ATM facility. Although 5.6 MM shares (~x % of outstanding*) and 4.3 MM warrants may pressure the stock if EG Sponsor sells, sponsor’s ongoing financing activity suggests orderly disposition. Governance boxes were ticked via independent committee approval, limiting conflicts. Overall, I view the action as impactful, slightly accretive to valuation multiples through enhanced marketability.

Corporate Governance Expert

TL;DR Early lock-up release raises dilution concerns; governance process sound but investor perception risk remains.

Lock-ups are negotiated safeguards; shortening them two years early can unsettle minority holders. Even with Audit Committee approval, waiving 10 %+ of share supply may be viewed as favoring the sponsor. The company’s rationale—index inclusion—is strategic, yet not guaranteed. Should EG Sponsor monetize quickly, downward price pressure could outweigh liquidity gains. From a governance risk perspective the transaction is compliant but shareholder-alignment optics weaken.

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 July 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 ☐

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.

Update in connection with Acquisition of Dorad Energy Ltd. Shares

Ellomay Capital Ltd. (the “Company”), hereby provides an update in connection with the acquisition of 15% of the outstanding shares of Dorad Energy Ltd. (“Dorad”) by Ellomay Luzon Energy Infrastructures Ltd. (“Ellomay Luzon Energy”), as reported by the Company on July 22, 2025.

On July 22, 2025, Edelcom Ltd. (“Edelcom”) submitted a notice and request to the court in connection with its prior request for temporary injunctions (which was rejected by the court as described in the Company’s Form 6-K submitted to the Securities and Exchange Commission on July 22, 2025) in which, inter alia, it requested to schedule a hearing. The hearing was initially scheduled for August 6, 2025 and thereafter postponed to August 13, 2025, and the respondents (including Ellomay Luzon Energy) are required to respond to the request for temporary injunctions by July 30, 2025.

On July 27, 2025, Edelcom submitted a statement of claim to the court against Dorad, Ellomay Luzon Energy, Zorlu Enerji Elektrik Üretim A.S (“Zorlu”) and the other Dorad shareholders, requesting declaratory judgments and orders mainly aimed at the reversal of the sale of 7.5% of the outstanding shares of Dorad by Zorlu to Ellomay Luzon Energy and enforcing the sale of these shares to Edelcom pursuant to the securities purchase agreement executed between Zorlu and Edelcom in April 2025.

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,” “will,” “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 potential outcome of current and future litigation in connection with Dorad’s shares held by Ellomay Luzon Energy, the non-fulfillment of any of the conditions to closing, changes in market conditions, inability to receive required regulatory approvals, the impact of the war and hostilities in Israel, Gaza and Iran, changes in electricity prices and demand, regulatory changes, including extension of current or approval of new rules and regulations increasing the operating expenses of manufacturers of renewable energy in Spain, 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 continued military conflict between Russia and Ukraine, technical and other disruptions in the operations or construction of the power plants owned by the Company 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.

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: July 28, 2025

FAQ

Why did flyExclusive (FLYX) waive the EG Sponsor lock-up early?

To qualify for Russell 2000 Index inclusion, which a March 2025 rule blocks while lock-ups are in place.

How many shares and warrants are now unrestricted?

5,625,000 Class A shares and 4,333,333 warrants became freely tradable on 25 Jul 2025.

Was the waiver approved by independent directors?

Yes. The Audit & Risk Committee and the full Board, excluding interested directors Hymowitz and Fegel, approved the action.

Does this filing include any earnings or revenue data?

No. The 8-K solely covers the waiver of the lock-up and related governance details.

Could the additional float dilute existing shareholders?

The newly tradable shares increase supply and may pressure the stock if the sponsor sells aggressively.