Major Ellomay Capital (NYSE: ELLO) holders exit, selling stake to Nofar

Rhea-AI Filing Summary

Kanir Joint Investments (2005) LP and its affiliated reporting persons have exited their stake in Ellomay Capital Ltd. They filed Amendment No. 12 to Schedule 13D to report that they now beneficially own 0.00 Ordinary Shares, representing 0% of the class.

The group, including Kanir Investments Ltd., S. Nechama Investments (2008) Ltd., Bonstar Investments Ltd., and several individual investors, agreed on December 16, 2025 to sell their holdings in Ellomay Capital to O.Y. Nofar Energy Ltd. based on a valuation of approximately $310 million. The sale to Nofar was completed on March 4, 2026, after which the reporting persons no longer have voting or dispositive power over any Ellomay Capital Ordinary Shares.

Insights

Equity ownership & governance analyst

Large Ellomay holder group sold entire stake to Nofar at a $310M valuation.

The filing shows a complete exit by the Kanir-led holder group from Ellomay Capital Ltd.. Amendment No. 12 to Schedule 13D reports that each listed reporting person now beneficially owns 0.00 Ordinary Shares, or 0% of the outstanding class.

On December 16, 2025, S. Nechama Investments (2008) Ltd., Kanir Joint Investments (2005) LP and Anat Raphael agreed to sell their holdings to O.Y. Nofar Energy Ltd. based on an implied valuation of about $310 million for Ellomay. The sale closed on March 4, 2026, transferring both voting and dispositive power over those shares.

This indicates a significant ownership shift toward Nofar, but the filing does not quantify Nofar’s resulting percentage stake. Future company disclosures may detail how Nofar’s position influences Ellomay’s strategic direction and governance arrangements.

Key Figures

Transaction valuation: $310 million Beneficial ownership after transaction: 0% Shares beneficially owned after transaction: 0.00 shares +2 more

5 metrics

Transaction valuation $310 million Valuation for Ellomay Capital used in sale agreement on December 16, 2025

Beneficial ownership after transaction 0% Percent of Ellomay Capital Ordinary Shares now owned by each reporting person

Shares beneficially owned after transaction 0.00 shares Aggregate amount beneficially owned by each reporting person following sale

Event date triggering amendment March 4, 2026 Date sale to O.Y. Nofar Energy Ltd. was completed

Agreement date for sale December 16, 2025 Date Sellers agreed to sell Ellomay Capital holdings to Nofar

Key Terms

Ordinary Shares, beneficially owned, dispositive power, Schedule 13D, +2 more

6 terms

Ordinary Shares financial

"Title of Class of Securities: Ordinary Shares, NIS 10.00 par value per share"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 0.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

dispositive power financial

"Sole Dispositive Power 0.00 10 | Shared Dispositive Power 0.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Schedule 13D regulatory

"previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

percent of class financial

"Percent of class represented by amount in Row (11) 0 %"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

contracts, arrangements, understandings or relationships regulatory

"Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

Ellomay Capital Ltd.

(Name of Issuer)

Ordinary Shares, NIS 10.00 par value per share

(Title of Class of Securities)

M39927120

(CUSIP Number)

Kanir Joint Investments (2005)
33 Ya'acov Cohen St.,
Ramat Hasharon, L3, 4721356
972-54-832-6385

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/04/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): M39927120

1

Name of reporting person

Kanir Joint Investments (2005) Limited Partnership

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): M39927120

1

Name of reporting person

Kanir Investments Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO, HC

SCHEDULE 13D

CUSIP Number(s): M39927120

1

Name of reporting person

Anat Raphael

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

CUSIP Number(s): M39927120

1

Name of reporting person

Fridrich Ran P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

CUSIP Number(s): M39927120

1

Name of reporting person

S. Nechama Investments (2008) Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): M39927120

1

Name of reporting person

Shlomo Nehama

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

CUSIP Number(s): M39927120

1

Name of reporting person

Bonstar Investments Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): M39927120

1

Name of reporting person

Joseph Mor

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

CUSIP Number(s): M39927120

1

Name of reporting person

Ishay Mor

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, NIS 10.00 par value per share
(b)	Name of Issuer: Ellomay Capital Ltd.
(c)	Address of Issuer's Principal Executive Offices: 9 ROTHSCHILD BLVD., TEL AVIV, ISRAEL , 6688112.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is amended and restated as follows: See the responses to Items 7 through 11 and 13 of the cover pages to this Schedule 13D.
(b)	Item 5(b) is amended and restated as follows: See the responses to Items 7 through 11 and 13 of the cover pages to this Schedule 13D. On December 16, 2025, S. Nechama Investments (2008) Ltd., Kanir Joint Investments (2005) LP and Anat Raphael (together, the "Sellers"), agreed to sell their holdings in the Company to O.Y. Nofar Energy Ltd. ("Nofar") based on a valuation of approximately $310 million. On March 4, 2026, the Sellers completed the sale of their holdings to Nofar and no longer own any Ordinary Shares in the Issuer.
(c)	See Item 5(a) and 5(b) above. Except as described in this Amendment, no transactions in the Ordinary Shares were effected by the Reporting Persons since the most recent amendment of Schedule 13D.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	See Item 5(b) of this Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Kanir Joint Investments (2005) Limited Partnership

Signature:	/s/ Ran Fridrich
Name/Title:	Ran Fridrich, Director of Kanir Investments Ltd., its General Partner
Date:	05/11/2026

Kanir Investments Ltd.

Signature:	/s/ Ran Fridrich
Name/Title:	Ran Fridrich, Director
Date:	05/11/2026

Anat Raphael

Signature:	/s/ Anat Raphael
Name/Title:	Anat Raphael
Date:	05/11/2026

Fridrich Ran P.

Signature:	/s/ Ran Fridrich
Name/Title:	Ran Fridrich
Date:	05/11/2026

S. Nechama Investments (2008) Ltd.

Signature:	/s/ Shlomo Nehama
Name/Title:	Shlomo Nehama, Director
Date:	05/11/2026

Shlomo Nehama

Signature:	/s/ Shlomo Nehama
Name/Title:	Shlomo Nehama
Date:	05/11/2026

Bonstar Investments Ltd.

Signature:	/s/ Joseph Mor
Name/Title:	Joseph Mor, Director
Date:	05/11/2026

Joseph Mor

Signature:	/s/ Joseph Mor
Name/Title:	Joseph Mor
Date:	05/11/2026

Ishay Mor

Signature:	/s/ Ishay Mor
Name/Title:	Ishay Mor
Date:	05/11/2026

FAQ

What does this Schedule 13D/A mean for Ellomay Capital (ELLO)?

The amendment shows a former major holder group has fully exited Ellomay Capital. Kanir Joint Investments (2005) LP and related entities now report owning 0.00 Ordinary Shares, or 0% of the class, after selling their stake to O.Y. Nofar Energy Ltd.

Who sold shares in Ellomay Capital (ELLO) according to this filing?

S. Nechama Investments (2008) Ltd., Kanir Joint Investments (2005) LP and Anat Raphael, together with related reporting persons, agreed to sell their Ellomay Capital holdings. They now report 0.00 shares beneficially owned and no voting or dispositive power over any Ordinary Shares.

What valuation was used for the Ellomay Capital (ELLO) stake sale?

The holders agreed to sell their Ellomay Capital stake to O.Y. Nofar Energy Ltd. based on an approximate $310 million valuation for the company. This valuation underpinned the December 16, 2025 sale agreement covering all of the Sellers’ Ordinary Shares.

When did the Kanir-led group complete its exit from Ellomay Capital (ELLO)?

The sale of the Ellomay Capital holdings to O.Y. Nofar Energy Ltd. closed on March 4, 2026. As of that date, the reporting persons no longer owned any Ordinary Shares and report 0% beneficial ownership of the issuer’s equity.

How many Ellomay Capital (ELLO) shares do the reporting persons now own?

Each reporting person listed in the amendment now reports 0.00 Ordinary Shares beneficially owned. They disclose no sole or shared voting power and no sole or shared dispositive power, resulting in an aggregate beneficial ownership of 0% of Ellomay’s Ordinary Shares.

Who is the buyer of the Ellomay Capital (ELLO) shares in this transaction?

The buyer is O.Y. Nofar Energy Ltd., referred to as Nofar in the filing. On December 16, 2025, Nofar agreed to purchase the Sellers’ Ellomay Capital holdings based on a company valuation of about $310 million, with the transaction completed on March 4, 2026.