[SCHEDULE 13G/A] Ellomay Capital LTD SEC Filing

Rhea-AI Filing Summary

Clal Insurance Enterprises Holdings Ltd filed an amendment to Schedule 13G reporting beneficial ownership of 1,940,045 ordinary shares of Ellomay Capital Ltd, equal to 14.58% of the class based on 12,852,585 shares outstanding as of June 30, 2025 (per the issuers Prospectus Supplement filed July 1, 2025). The filing reports shared voting and dispositive power of 1,940,045 shares.

Of the total, 41,204 shares (including 34,596 warrants exercisable within 60 days) are held for Clals own account ("Nostro Shares") and 1,898,841 shares (including 416,001 warrants exercisable within 60 days) are held for public clients through subsidiaries that operate under independent management and make independent voting and investment decisions. The filing includes a certification that the securities were not acquired to change or influence control. Signatures are dated 08/14/2025.

Positive

• 1,940,045 shares (14.58%) disclosed, a material and transparent holding above the 5% reporting threshold
• Clear breakdown between 41,204 Nostro shares and 1,898,841 shares held for public clients, improving transparency
• Warrants exercisable within 60 days are disclosed (34,596 and 416,001), clarifying near-term potential dilution
• Filing includes an explicit certification that the securities were not acquired to change or influence control

Negative

• A majority of the economic position is held through subsidiaries that operate under independent management, which limits Clals direct voting influence
• The filing does not specify any future voting intentions or plans regarding the position beyond the certification of non-control intent

Insights

Financial Analyst

TL;DR Clal reports a material 14.58% economic stake in Ellomay, largely held via independently managed client accounts, limiting direct control.

The disclosure shows a material position of 1,940,045 shares (14.58%), including warrant-derived shares exercisable within 60 days. From an investor perspective this is a significant economic stake that warrants attention because it exceeds the 5% reporting threshold. However, most of the position is held for public clients via subsidiaries that the filer states act under independent management, which limits Clals ability to exercise sole voting control. The ownership percentage is calculated using the issuers reported outstanding shares as of June 30, 2025.

Corporate Governance Expert

TL;DR Significant exposure but not a controlling position; governance impact is reduced by independent management of client holdings.

The filing distinguishes between Nostro shares and shares held for public clients, and expressly disclaims acquisition for the purpose of changing or influencing control. The reported shared voting and dispositive power of 1,940,045 shares and the statement that subsidiaries make independent voting decisions suggest limited centralized control by the parent. For governance analysis, investors should note the clear separation in the filing between proprietary and client-held positions and the explicit certification about intent contained in Item 10.

08/14/2025 - 08:09 AM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

Ellomay Capital Ltd

(Name of Issuer)

Ordinary Shares, par value NIS 10.00 per share

(Title of Class of Securities)

M39927120

(CUSIP Number)

06/30/2025

(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

Clal Insurance Enterprises Holdings 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
6	Shared Voting Power 1,940,045.00
7	Sole Dispositive Power
8	Shared Dispositive Power 1,940,045.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,940,045.00

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)

14.58 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: With regard to Rows (6), (8) and (9), please see Item 4. Row (11) is based on 12,852,585 Ordinary Shares issued and outstanding as of June 30, 2025 (as reported by the Issuer in its Prospectus Supplement filed with the Securities and Exchange Commission on July 1, 2025).

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, Israel, 6688112
Item 2.
(a)	Name of person filing: Clal Insurance Enterprises Holdings Ltd. ("Clal")
(b)	Address or principal business office or, if none, residence: 36 Raul Walenberg St., Tel Aviv 66180, Israel
(c)	Citizenship: Israel
(d)	Title of class of securities: Ordinary Shares, par value NIS 10.00 per 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: Of the 1,940,045 Ordinary Shares reported in this Statement as beneficially owned by the Reporting Person, (i) 41,204 Ordinary Shares (which include 34,596 shares issuable upon exercise of warrants to purchase Ordinary Shares that are exercisable within 60 days) are beneficially held for its own account (the "Nostro Shares"); and (ii) 1,898,841 Ordinary Shares (which include 416,001 shares issuable upon exercise of warrants to purchase Ordinary Shares that are exercisable within 60 days) are held for members of the public through, among others, provident funds and/or pension funds and/or insurance policies, which are managed by subsidiaries of Clal, which subsidiaries operate under independent management and make independent voting and investment decisions. Consequently, this Statement shall not be construed as an admission by Clal, that it is the beneficial owner of more than the Nostro Shares.
(b)	Percent of class: See Row (11) of the cover page of the Reporting Person above.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote:
	(ii) Shared power to vote or to direct the vote: See Row (6) of the cover page of the Reporting Person above and note in Item 4 above.
	(iii) Sole power to dispose or to direct the disposition of:
	(iv) Shared power to dispose or to direct the disposition of: See Row (8) of the cover page of the Reporting Person above and note in Item 4 above.
Item 5.	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.

Clal Insurance Enterprises Holdings Ltd

Signature:	/s/ Eran Czerninski
Name/Title:	Eran Czerninski/Authorized Signatory
Date:	08/14/2025

Signature:	/s/ Barak Benski
Name/Title:	Barak Benski/Authorized Signatory
Date:	08/14/2025

FAQ

How many Ellomay Capital (ELLO) shares does Clal report owning?

Clal reports beneficial ownership of 1,940,045 ordinary shares of Ellomay Capital, representing 14.58% of the class based on 12,852,585 shares outstanding as of June 30, 2025.

What portion of Clals reported position is held for its own account versus clients?

41,204 shares (including 34,596 exercisable-warrant shares) are held as Nostro shares for Clals own account; 1,898,841 shares (including 416,001 exercisable-warrant shares) are held for public clients through subsidiaries.

Are there warrants included in the reported holdings and when are they exercisable?

Yes. The filing discloses warrants exercisable within 60 days: 34,596 shares related to Nostro holdings and 416,001 shares related to client-held positions.

Does Clal intend to influence control of Ellomay Capital (ELLO)?

The filing contains a certification (Item 10) stating that, to the best of Clals knowledge and belief, the securities were not acquired to change or influence control of the issuer.

What source is used for the outstanding share count that determines the percentage?

The percentage is based on 12,852,585 ordinary shares issued and outstanding as of June 30, 2025, as reported by the issuer in its Prospectus Supplement filed with the SEC on July 1, 2025.

When was the Schedule 13G/A signed by Clals authorized signatories?

The filing is signed by authorized signatories and dated 08/14/2025.