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Ellomay Capital Ltd. received an amended ownership report showing that investment group Yelin Lapidot and related entities collectively beneficially owned 1,411,082 Ordinary Shares, or 10.24% of the company’s stock, as of December 31, 2025, based on 13,781,230 shares outstanding.
The stake is held through funds managed by Yelin Lapidot subsidiaries, including 819,016 shares (5.94%) in mutual funds and 592,066 shares (4.30%) in provident funds. The reporting parties state the securities are held for fund investors, the subsidiaries make independent investment decisions, and the holdings are not intended to change or influence control of Ellomay. The provident fund manager has fallen below the 5% reporting threshold.
Ellomay Capital Ltd. filed a Form 6-K for December 2025 to furnish IFRS financial results as Exhibit 99.1. These financial statements are incorporated by reference into the company’s existing F-3 and S-8 registration statements, so they form part of the disclosure used for potential securities offerings and employee plans.
Ellomay Capital Ltd. reports that a holder of its Series E and Series F debentures has asked the debenture trustee to call a joint meeting of those debenture holders. Under the deeds of trust, the trustee must convene a meeting when a holder owning at least 5% of the outstanding par value of a debenture series makes such a request. The trustee has therefore scheduled a joint meeting for December 30, 2025 to discuss, without a vote, the expected sale of the control stake in Ellomay to O.Y. Nofar Energy Ltd.
The deeds of trust allow debenture holders to demand immediate repayment if a qualifying change of control occurs without their approval and specified conditions are met. Ellomay states that none of these conditions has been satisfied and views the current request for a meeting as premature. The company further states it does not believe the proposed sale of control would adversely affect the interests of the debenture holders.
Ellomay Capital Ltd. reports that an Israeli court has dismissed a legal claim related to the Dorad 2 power project. The claim had been filed by Edelcom Ltd., a 18.75% shareholder of Dorad Energy Ltd., against Dorad and its other shareholders, including an Ellomay-affiliated company holding 33.75% of Dorad’s shares. Following a preliminary hearing, Edelcom asked the court to dismiss its claim while reserving the right to submit a new claim based on the same facts. On December 22, 2025, the court approved the dismissal and noted that if Edelcom initiates a similar proceeding in the future, the defendants may request reimbursement of expenses connected to the dismissed claim.
Ellomay Capital Ltd. reports a development in the legal proceedings related to the planned expansion of the Dorad power plant, known as the Dorad 2 project. Edelcom Ltd., which owns 18.75% of Dorad Energy Ltd., had filed a claim in the Tel Aviv District Court in September 2024 against Dorad and its other shareholders, including Ellomay Luzon Energy Infrastructures Ltd., a private company 50% owned by Ellomay Capital that holds 33.75% of Dorad.
The claim sought court declarations that any decision to advance or manage construction of a new power plant or expansion of the existing one, including Dorad 2, would require unanimous approval by Dorad’s shareholders or directors, and requested a permanent injunction blocking actions related to such expansion without unanimous shareholder consent. On December 15, 2025, Edelcom asked the court to dismiss the claim following a preliminary hearing held on November 11, 2025, while expressly reserving all its claims and rights, including the option to file a new claim based on the same facts.
Ellomay Capital Ltd. reports an update on its private placement of unsecured, non-convertible Series G debentures to Israeli classified investors. The additional investor undertakings bring the total Series G debentures in the private placement to NIS 130,000,000 par value, priced at NIS 1.05 per NIS 1 principal amount, for aggregate gross consideration of approximately NIS 136.5 million. Following completion, the aggregate outstanding par value of the Company’s Series G debentures will be NIS 344,479,000.
The new Series G debentures will have identical terms to the existing Series G series, including eligibility for the interest payment due on December 31, 2025. The issuance is subject to approval from the Tel Aviv Stock Exchange for listing, and resales will be restricted under applicable securities laws. The placement is being made only to Israeli classified investors under Regulation S, and the debentures will not be registered under the U.S. Securities Act.