UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2026
Commission File Number: 001-41613
Enlight Renewable
Energy Ltd.
(Translation of registrant’s name into English)
13 Amal St., Afek Industrial Park
Rosh Ha’ayin, Israel
+ 972 (3) 900-8700
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
Enlight Renewable
Energy Ltd. Announces the Results of the Public Tender in Israel for the Purchase
of the Company’s Series G Notes and the Completion
of the Offering
Tel Aviv, Israel, May 13, 2026, Enlight Renewable
Energy Ltd. (NASDAQ: ENLT, TASE: ENLT) (the “Company”) announced today that the public tender of the Company’s
unsecured Series G notes (the “Notes”), by way of expansion of an existing series of such Notes, have concluded. The
Company filed a shelf offering report dated May 12, 2026 (the “Offering Report”) under the Company’s shelf prospectus
dated August 28, 2024, with the Tel Aviv Stock Exchange Ltd.
Based on the results of the tender, the Company
is expected to issue 976,176,000 (NIS 1 par value each) in the aggregate face value of NIS 1,015,223,040 million (approximately $348,873,897
million). The price that was set in the public tender was NIS 1,040 per Note. The notes were sold without a discount. The weighted discount
rate of the Notes is 1.045474%.
All of the Notes were ordered by Israeli institutional
and classified investors as part of the institutional tender.
Each investor in the institutional phase of the
offering was allocated 100% of its order. The Company plans on allocating the net proceeds from the offering towards execution of its
growth plan, including, among others, investment in new projects, debt refinancing and portfolio expansion. The Notes mature on September
1, 2033.
The Notes will not be registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States or to U.S.
Persons (as defined in Regulation S promulgated under the Securities Act) without registration under the Securities Act or an exemption
from the registration requirements of the Securities Act.
Special Note Regarding Forward-Looking Statements
This report on Form 6-K contains forward-looking
statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements
to be covered by the safe harbor provisions for forward-looking statements as contained in Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this report on Form 6-K other
than statements of historical fact, including, without limitation, statements regarding the Company’s expectations relating to projects,
their financing, operational timeline, as well as estimated revenues and EBITDA, statements regarding the offering of the Notes, including
the consideration of expanding the existing series of Notes, the Company’s intention to accept prior undertakings from Classified
Investors and expectations about use of proceeds, are forward-looking statements. The words “may,” “might,” “will,”
“could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,”
“target,” “seek,” “believe,” “estimate,” “predict,” “potential,”
“continue,” “contemplate,” “possible,” “forecasts,” “aims” or the negative
of these terms and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements
use these words or expressions. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties
and other important factors that may cause our actual results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following:
uncertainties related to market conditions and completion of the offering of the Notes on the anticipated terms or at all; the timing
of construction of any project; availability of, and access to, interconnection facilities and transmission systems; our ability to obtain
and maintain governmental and other regulatory approvals and permits, including environmental approvals and permits; construction delays,
operational delays and supply chain disruptions leading to increased cost of materials required for the construction of our projects,
as well as cost overruns and delays related to disputes with contractors; disruptions in trade caused by political, social or economic
instability in regions where our components and materials are made; our suppliers’ ability and willingness to perform both existing
and future obligations; competition from traditional and renewable energy companies in developing renewable energy projects; potential
slowed demand for renewable energy projects and our ability to enter into new offtake contracts on acceptable terms and prices as current
offtake contracts expire; offtakers’ ability to terminate contracts or seek other remedies resulting from failure of our projects
to meet development, operational or performance benchmarks; exposure to market prices in some of our offtake contracts; various technical
and operational challenges leading to unplanned outages, reduced output, interconnection or termination issues; the dependence of our
production and revenue on suitable meteorological and environmental conditions, and our ability to accurately predict such conditions;
our ability to enforce warranties provided by our counterparties in the event that our projects do not perform as expected; government
curtailment, energy price caps and other government actions that restrict or reduce the profitability of renewable energy production;
electricity price volatility, unusual weather conditions (including the effects of climate change, could adversely affect wind and solar
conditions), catastrophic weather-related or other damage to facilities, unscheduled generation outages, maintenance or repairs, unanticipated
changes to availability due to higher demand, shortages, transportation problems or other developments, environmental incidents, or electric
transmission system constraints and the possibility that we may not have adequate insurance to cover losses as a result of such hazards;
our dependence on certain operational projects for a substantial portion of our cash flows; our ability to continue to grow our portfolio
of projects through successful acquisitions; changes and advances in technology that impair or eliminate the competitive advantage of
our projects or upsets the expectations underlying investments in our technologies; our ability to effectively anticipate and manage cost
inflation, interest rate risk, currency exchange fluctuations and other macroeconomic conditions that impact our business; our ability
to retain and attract key personnel; our ability to manage legal and regulatory compliance and litigation risk across our global corporate
structure; our ability to protect our business from, and manage the impact of, cyber-attacks, disruptions and security incidents, as well
as acts of terrorism or war; changes to existing renewable energy industry policies and regulations that present technical, regulatory
and economic barriers to renewable energy projects; the reduction, elimination or expiration of government incentives for, or regulations
mandating the use of, renewable energy; our ability to effectively manage the global expansion of the scale of our business operations;
our ability to perform to expectations in our new line of business involving the construction of PV systems for municipalities in Israel;
our ability to effectively manage our supply chain and comply with applicable regulations with respect to international trade relations,
tariffs, sanctions, export controls and anti-bribery and anti-corruption laws; our ability to effectively comply with Environmental Health
and Safety and other laws and regulations and receive and maintain all necessary licenses, permits and authorizations; our performance
of various obligations under the terms of our indebtedness (and the indebtedness of our subsidiaries that we guarantee) and our ability
to continue to secure project financing on attractive terms for our projects; limitations on our management rights and operational flexibility
due to our use of tax equity arrangements; potential claims and disagreements with partners, investors and other counterparties that could
reduce our right to cash flows generated by our projects; our ability to comply with increasingly complex tax laws of various jurisdictions
in which we currently operate as well as the tax laws in jurisdictions in which we intend to operate in the future; our ability to obtain
tax benefits and credits in the U.S. or other jurisdictions; the unknown effect of the dual listing of our ordinary shares on the price
of our ordinary shares; various risks related to our incorporation and location in Israel, including the ongoing war in Israel, where
our headquarters and some of our wind energy and solar energy projects are located; the costs and requirements of being a public company,
including the diversion of management’s attention with respect to such requirements; certain provisions in our Articles of Association
and certain applicable regulations that may delay or prevent a change of control; and other risk factors set forth in the section titled
“Risk factors” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the Securities and
Exchange Commission (the “SEC”), as may be updated in our other documents filed with or furnished to the SEC.
These statements reflect management’s current
expectations regarding future events and operating performance and speak only as of the date of this Form 6-K. You should not put undue
reliance on any forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking
statements will be achieved or will occur. Except as required by applicable law, we undertake no obligation to update or revise publicly
any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements
are made or to reflect the occurrence of unanticipated events.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
Enlight Renewable Energy Ltd. |
| |
|
|
| Date: May 13, 2026 |
By: |
/s/ Lisa Haimovitz |
| |
|
Lisa Haimovitz |
| |
|
VP General Counsel |
4
