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.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
Ellomay Capital Ltd.
(Name of Issuer)
Ordinary Shares, par value NIS 10.00 par share
(Title of Class of Securities)
M39927120
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
M39927120
1
Names of Reporting Persons
Yelin Lapidot Holdings Management Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,411,082.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,411,082.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,411,082.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.24 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With regard to rows (6), (8), (9) and (11), the beneficial ownership of the securities reported herein is described in Item 4(a).
Row (11) is Based on 13,781,230 Ordinary Shares outstanding as of December 31, 2025 (as reported by the issuer to the Reporting Person).
SCHEDULE 13G
CUSIP No.
M39927120
1
Names of Reporting Persons
Dov Yelin
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,411,082.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,411,082.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,411,082.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.24 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: With regard to rows (6), (8), (9) and (11), the beneficial ownership of the securities reported herein is described in Item 4(a).
Row (11) is Based on 13,781,230 Ordinary Shares outstanding as of December 31, 2025 (as reported by the issuer to the Reporting Person)
SCHEDULE 13G
CUSIP No.
M39927120
1
Names of Reporting Persons
Yair Lapidot
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,411,082.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,411,082.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,411,082.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.24 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: With regard to rows (6), (8), (9) and (11), the beneficial ownership of the securities reported herein is described in Item 4(a).
Row (11) is Based on 13,781,230 Ordinary Shares outstanding as of December 31, 2025 (as reported by the issuer to the Reporting Person).
SCHEDULE 13G
CUSIP No.
M39927120
1
Names of Reporting Persons
Yelin Lapidot Provident Funds Management Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
592,066.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
592,066.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
592,066.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.30 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With regard to rows (6), (8), (9) and (11), the beneficial ownership of the securities reported herein is described in Item 4(a).
Row (11) is Based on 13,781,230 Ordinary Shares outstanding as of December 31, 2025 (as reported by the issuer to the Reporting Person).
SCHEDULE 13G
CUSIP No.
M39927120
1
Names of Reporting Persons
Yelin Lapidot Mutual Funds Management Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
819,016.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
819,016.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
819,016.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.94 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With regard to rows (6), (8), (9) and (11), the beneficial ownership of the securities reported herein is described in Item 4(a).
Row (11) is Based on 13,781,230 Ordinary Shares outstanding as of December 31, 2025 (as provided by the issuer to the Reporting Person).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Ellomay Capital Ltd.
(b)
Address of issuer's principal executive offices:
18 Rothschild Boulevard, 1st floor, Tel Aviv, L3, 6688121
Address or principal business office or, if none, residence:
Yelin Lapidot Holdings Management Ltd. - 50 Dizengoff St., Dizengoff Center, Gate 3, Top Tower, 13th floor, Tel Aviv 64332, Israel
Dov Yelin - 50 Dizengoff St., Dizengoff Center, Gate 3, Top Tower, 13th floor, Tel Aviv 64332, Israel
Yair Lapidot - 50 Dizengoff St., Dizengoff Center, Gate 3, Top Tower, 13th floor, Tel Aviv 64332, Israel
Yelin Lapidot Provident Funds Management Ltd. - 50 Dizengoff St., Dizengoff Center, Gate 3, Top Tower, 13th floor, Tel Aviv 64332, Israel
Yelin Lapidot Mutual Funds Management Ltd. - 50 Dizengoff St., Dizengoff Center, Gate 3, Top Tower, 13th floor, Tel Aviv 64332, Israel
(c)
Citizenship:
Yelin Lapidot Holdings Management Ltd. - Israel
Dov Yelin - Israel
Yair Lapidot - Israel
Yelin Lapidot Provident Funds Management Ltd. - Israel
Yelin Lapidot Mutual Funds Management Ltd. - Israel
(d)
Title of class of securities:
Ordinary Shares, par value NIS 10.00 par share
(e)
CUSIP No.:
M39927120
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See row 9 of cover page of each reporting person.
On December 31, 2025, the securities reported herein were beneficially owned as follows:
819,016 Ordinary Shares (representing 5.94% of the total Ordinary Shares outstanding) beneficially owned by mutual funds managed by Yelin Lapidot Mutual Funds Management Ltd.
592,066 Ordinary Shares (representing 4.30% of the total Ordinary Shares outstanding) beneficially owned by provident funds managed by Yelin Lapidot Provident Funds Management Ltd.
The securities reported herein are beneficially owned by provident funds managed by Yelin Lapidot Provident Funds Management Ltd. and/or mutual funds managed by Yelin Lapidot Mutual Funds Management Ltd. (the "Subsidiaries"), each a wholly-owned subsidiary of Yelin Lapidot Holdings Management Ltd. ("Yelin Lapidot Holdings"). Mr. Yelin owns 24.38% of the share capital and 25.00% of the voting rights of Yelin Lapidot Holdings, Mr. Lapidot owns 24.62% of the share capital and 25.00% of the voting rights of Yelin Lapidot Holdings. Messrs Yelin and Lapidot are responsible for the day-to-day management of Yelin Lapidot Holdings. In accordance with the Shareholders' Agreement, dated December 5, 2018, until the End of the "Suspension Period" Messrs Yelin and Lapidot are entitled to jointly appoint the majority of the members of Yelin Lapidot Holdings board. The Subsidiaries operate under independent management and make their own independent voting and investment decisions. Any economic interest or beneficial ownership in any of the securities covered by this report is held for the benefit of the members of the provident funds or mutual funds, as the case may be. This Statement shall not be construed as an admission by Messrs. Yelin and Lapidot, Yelin Lapidot Holdings or the Subsidiaries that he or it is the beneficial owner of any of the securities covered by this Statement, and each of Messrs. Yelin and Lapidot, Yelin Lapidot Holdings, and the Subsidiaries disclaims beneficial ownership of any such securities.
(b)
Percent of class:
See row 11 of cover page of each reporting person
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See row 5 of cover page of each reporting person
(ii) Shared power to vote or to direct the vote:
See row 6 of cover page of each reporting person and note in Item 4(a) above
(iii) Sole power to dispose or to direct the disposition of:
See row 7 of cover page of each reporting person
(iv) Shared power to dispose or to direct the disposition of:
See row 8 of cover page of each reporting person and note in Item 4(a) above
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
Yelin Lapidot Holdings Management Ltd.
Signature:
/s/ Dov Yelin
Name/Title:
Dov Yelin/Joint Chief Executive Officer
Date:
01/29/2026
Dov Yelin
Signature:
/s/ Dov Yelin
Name/Title:
Dov Yelin
Date:
01/29/2026
Yair Lapidot
Signature:
/s/ Yair Lapidot
Name/Title:
Yair Lapidot
Date:
01/29/2026
Yelin Lapidot Provident Funds Management Ltd.
Signature:
/s/ Yair Lapidot
Name/Title:
Yair Lapidot/Co-Owner
Date:
01/29/2026
Yelin Lapidot Mutual Funds Management Ltd.
Signature:
/s/ Yair Lapidot
Name/Title:
Yair Lapidot/Co-Owner
Date:
01/29/2026
Comments accompanying signature: With regards to Item 5: Ownership of 5 Percent or Less of a Class - only Yelin Lapidot Provident Funds Management Ltd. has ceased to be the beneficial owner of more than 5 percent of the class of securities.
Exhibit Information
Exhibit 1 - Joint Filing Agreement filed by and among the Reporting Persons, dated as of November 5, 2025 (incorporated herein by reference to Exhibit 1 to the Schedule 13G filed on November 10, 2025).
What stake does Yelin Lapidot report in Ellomay Capital (ELLO)?
Yelin Lapidot and related entities report beneficial ownership of 1,411,082 Ordinary Shares of Ellomay Capital, representing 10.24% of the company’s outstanding shares as of December 31, 2025, based on 13,781,230 shares reported outstanding by the issuer.
How are Ellomay Capital (ELLO) shares split between Yelin Lapidot funds?
The filing states 819,016 Ordinary Shares, or 5.94% of Ellomay’s outstanding shares, are held by mutual funds managed by Yelin Lapidot Mutual Funds Management Ltd., and 592,066 shares, or 4.30%, are held by provident funds managed by Yelin Lapidot Provident Funds Management Ltd.
Which Yelin Lapidot entity fell below 5% ownership in Ellomay (ELLO)?
The comments clarify that only Yelin Lapidot Provident Funds Management Ltd. has ceased to be the beneficial owner of more than 5 percent of Ellomay Capital’s Ordinary Shares, reflecting its reported 4.30% stake as of December 31, 2025 in this amendment.
Do Yelin Lapidot and its principals claim control over Ellomay Capital (ELLO)?
The certification states the securities were not acquired and are not held for the purpose or effect of changing or influencing control of Ellomay Capital, and are not held in connection with any control-seeking transaction, except activities solely related to a nomination under Rule 14a-11.
Who ultimately benefits from Yelin Lapidot’s Ellomay Capital (ELLO) holdings?
The filing explains that any economic interest or beneficial ownership in the Ellomay Capital securities is for the benefit of members of the relevant provident funds or mutual funds, and each reporting person expressly disclaims beneficial ownership of the securities covered by this statement.
What ownership percentages are used as the basis in this Ellomay (ELLO) filing?
Percentages are calculated using 13,781,230 Ellomay Capital Ordinary Shares outstanding as of December 31, 2025, a figure the issuer reported to the filing parties. This base is used to derive the 10.24%, 5.94%, and 4.30% ownership stakes disclosed.