Ellomay Capital Ltd. filings document a foreign private issuer focused on renewable energy and power generation and development in Europe, the United States and Israel. Its Form 20-F and Form 6-K reports disclose operating and financial results, project development costs, portfolio holdings, and securities listed on the NYSE American and the Tel Aviv Stock Exchange.
The company’s regulatory record also covers material-event disclosures tied to asset sales, Ellomay Luzon Energy Infrastructures Ltd., Dorad Energy Ltd., and capital-structure matters involving Series E Secured Debentures, collateral and repayment notices. Governance filings include principal shareholder changes, board composition updates, registration-statement incorporation by reference, and risk-related forward-looking statement disclosures.
Ellomay Capital Ltd. reports that conditions have been fulfilled for O.Y. Nofar Energy Ltd. to acquire control of the company through the purchase of an aggregate of approximately 45.9% of Ellomay’s outstanding shares from three existing shareholders. Nofar stated that closing is expected in the coming days.
Ellomay emphasizes it is not a party to this transaction and therefore cannot estimate the precise timing of its consummation. The company also reiterates broad risk factors that could affect its business, including electricity prices, regulatory changes, interest rates, inflation, regional conflicts, project delays, and general economic conditions.
Ellomay Capital Ltd received an amended Schedule 13G from Menora Mivtachim Holdings Ltd and its subsidiaries reporting a significant passive ownership stake. Menora Mivtachim Holdings reports beneficial ownership of 1,195,025 ordinary shares, or 8.67% of Ellomay’s ordinary shares, based on 13,779,585 shares outstanding as of December 31, 2025.
Within this total, Menora Mivtachim Pensions & Gemel Ltd. holds 1,060,380 ordinary shares, representing 7.70% of the class. The filing explains that these shares are largely held for the benefit of insurance policyholders, portfolio account owners, and pension or provident fund members. Menora and its subsidiaries formally disclaim beneficial ownership except to the extent of their pecuniary interest.
The reporting persons certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Ellomay Capital, indicating a passive investment posture rather than an activist or control-seeking position.
Ellomay Capital Ltd. reports receiving a request to implement a separation mechanism in its jointly owned company, Ellomay Luzon Energy Infrastructures Ltd., which is held 50%-50% with Amos Luzon Development and Energy Group Ltd.
Under an existing shareholders’ agreement, either partner may ask an agreed expert to choose between a bidding process or a Buy Me Buy You (BMBY) mechanism to separate their interests. Ellomay Luzon Energy’s main asset is its 33.75% stake in Dorad Energy Ltd. Ellomay is reviewing the letter and the agreement and notes there is no assurance a separation will occur or what its terms and outcome might be.
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.