Israeli Insurer Discloses 7% Ownership of Ellomay Capital via Schedule 13G

Rhea-AI Filing Summary

Menora Mivtachim Holdings Ltd., together with its subsidiary Menora Mivtachim Pensions & Gemel Ltd., filed a Schedule 13G reporting a passive, >5% position in Ellomay Capital Ltd. (ELLO).

The parent company discloses 972,346 ordinary shares, equal to 7.06 % of Ellomay’s 13,778,585 shares outstanding as of 28 Jul 2025. The pension subsidiary separately holds 856,779 shares (6.22 %). All voting and dispositive powers are shared; neither entity claims sole power over the shares and both expressly disclaim any intent to influence control of the issuer.

The stake is aggregated across several wholly- or majority-owned insurance, pension and portfolio-management units, with economic benefits ultimately accruing to policy-holders and fund members. The filing was signed 3 Aug 2025 by CFO Ran Kalmi and authorised signatory Lior Yochpaz and includes a joint-filing agreement as Exhibit 1.

Positive

• Institutional endorsement: A reputable Israeli financial group now holds 7.06 % of ELLO, signalling confidence in the company.
• Passive filing (13G): Reduces risk of near-term activist pressure or disruptive governance changes.

Negative

• Ownership concentration: More than 7 % of voting power is now in one group, which could sway outcomes in low-turnout votes.

Insights

Securities Analyst

TL;DR – Menora reveals a passive 7% stake in ELLO; supportive vote of confidence but no control intent.

Menora’s 7.06 % holding pushes another quality institutional investor onto Ellomay’s cap table, potentially improving liquidity and lowering free-float volatility. Because the filing is on Schedule 13G—not 13D—Menora certifies its position is strictly investment-oriented. The shared voting/dispositive structure distributes influence among multiple Menora vehicles, lessening concentration risk. While the new threshold crossing is noteworthy, it carries limited short-term strategic implications for Ellomay’s governance or capital structure.

Corporate Governance Expert

TL;DR – Passive stake exceeds 5 %; governance impact minimal given 13G status.

Crossing the 5 % line triggers disclosure but not activism. Menora’s disclaimer against control actions and the diffusion of ownership across insurance and pension subsidiaries indicate low likelihood of board or policy challenges. Nevertheless, a single group now controls over 7 % of votes, which could become influential in tightly contested shareholder matters. Investors should monitor for any future switch to a 13D, which would signal a strategic shift.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Ellomay Capital Ltd

(Name of Issuer)

Ordinary Shares, par value NIS 10.00 per share

(Title of Class of Securities)

M39927120

(CUSIP Number)

07/28/2025

(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

Menora Mivtachim 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 0.00
6	Shared Voting Power 972,346.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 972,346.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

972,346.00

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)

7.06 %

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 13,778,585 Ordinary Shares outstanding as of July 28, 2025 (as reported by the issuer).

SCHEDULE 13G

CUSIP No. M39927120

1

Names of Reporting Persons

Menora Mivtachim Pensions & Gemel 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 856,779.05
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 856,779.05

9

Aggregate Amount Beneficially Owned by Each Reporting Person

856,779.05

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)

6.22 %

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 13,778,585 Ordinary Shares outstanding as of July 28, 2025 (as reported by the issuer).

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, 6688121
Item 2.
(a)	Name of person filing: Menora Mivtachim Holdings Ltd. Menora Mivtachim Pensions and Gemel Ltd.
(b)	Address or principal business office or, if none, residence: Menora Mivtachim Holdings Ltd. - Menora House, 23 Jabotinsky St., Ramat Gan 5251102, Israel Menora Mivtachim Pensions and Gemel Ltd. - Menora House, 23 Jabotinsky St., Ramat Gan 5251102, Israel
(c)	Citizenship: Menora Mivtachim Holdings Ltd. - Israel Menora Mivtachim Pensions and Gemel Ltd. - 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: See row 9 of cover page of each reporting person. As of July 28, 2025, the securities reported herein were held as follows: 856,779.05 ordinary shares (representing 6.22% of the total ordinary shares outstanding) beneficially owned by Menora Mivtachim Pensions and Gemel Ltd.; 109,469.61 ordinary shares (representing 0.79% of the total ordinary shares outstanding) beneficially owned by Menora Mivtachim Insurance Ltd.; 6,097.34 ordinary shares (representing 0.04% of the total ordinary shares outstanding) beneficially owned by Menora Mivtachim Vehistadrut Hamehandesim Nihul Kupot Gemel Ltd.; and The securities reported herein are beneficially owned by Menora Mivtachim Holdings Ltd. ("Menora Holdings") and by entities that are direct or indirect, wholly-owned or majority-owned, subsidiaries of Menora Holdings (the "Subsidiaries"), such as Menora Mivtachim Insurance Ltd., Shomera Insurance Company Ltd., Menora Mivtachim Pensions and Gemel Ltd., Menora Mivtachim Vehistadrut Hamehandesim Nihul Kupot Gemel Ltd., and Menora Mivtachim Investment Portfolio Management Ltd. The economic interest or beneficial ownership in a portion of the securities covered by this report (including the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities) is held for the benefit of insurance policy holders, the owners of portfolio accounts, or the members of the provident funds or pension funds, as the case may be. This statement on Schedule 13G shall not be construed as an admission by Menora Holdings or by any of the Subsidiaries that it is the beneficial owner of any of such securities covered by this statement on Schedule 13G, and each of Menora Holdings and the Subsidiaries disclaims beneficial ownership of any such securities except to the extent of its pecuniary interest therein.
(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.
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.

Menora Mivtachim Holdings Ltd

Signature:	/s/ Ran Kalmi
Name/Title:	Ran Kalmi /CFO
Date:	08/03/2025

Signature:	/s/ Lior Yochpaz
Name/Title:	Lior Yochpaz/Authorized Signatory
Date:	08/03/2025

Menora Mivtachim Pensions & Gemel Ltd.

Signature:	/s/ Ran Kalmi
Name/Title:	Ran Kalmi / Authorized Signatory
Date:	08/03/2025

Signature:	/s/ Lior Yochpaz
Name/Title:	Lior Yochpaz/Authorized Signatory
Date:	08/03/2025

Exhibit Information

Exhibit 1 - Joint Filing Agreement by and among the Reporting Persons, dated as of July 28, 2025

FAQ

How many Ellomay Capital (ELLO) shares does Menora Mivtachim now own?

The group reports 972,346 ordinary shares, equal to 7.06 % of outstanding shares.

Is Menora Mivtachim seeking control of Ellomay Capital?

No. The Schedule 13G certification states the shares are held without intent to influence control of the issuer.

Which Menora subsidiaries hold Ellomay shares?

Holdings are spread across Menora Mivtachim Pensions & Gemel, Insurance Ltd., Shomera Insurance and other portfolio entities.

What voting power does Menora Mivtachim have?

The group reports shared voting and dispositive power over all 972,346 shares; no sole power is claimed.

When was the ownership threshold crossed?

The report is based on holdings as of 28 July 2025 and was filed on 3 August 2025.