Ellomay Capital Ltd.

Regulatory Filings • Dec 16, 2025

6-K 1 ea0269958-6k_ellomay.htm REPORT OF FOREIGN PRIVATE ISSUER

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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 December 2025

Commission File Number: 001-35284

Ellomay Capital Ltd.

(Translation of registrant’s name into English)

18 Rothschild Blvd., Tel Aviv 6688121, Israel

(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 ☐

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THE FIRST AND FOURTH-SIXTH PARAGRAPHS OF EXHIBIT 99.1 TO THIS FORM 6-K ARE HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT’S REGISTRATION STATEMENTS ON FORM F-3 (NOS. 333-199696 AND 333-144171 ) AND FORM S-8 (NOS. 333-187533 , 333-102288 AND 333-92491 ), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

This Report on Form 6-K of Ellomay Capital Ltd. consists of the following document, which is attached hereto and incorporated by reference herein:

Exhibit 99.1 Press Release: “Ellomay Capital Announces Execution of an Agreement to Sell the Control Stake in the Company to O.Y. Nofar Energy Ltd.; Mr. Ran Fridrich will continue as Chief Executive Officer of the Company,” dated December 16, 2025.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| Ellomay Capital
Ltd. | |
| --- | --- |
| By: | /s/ Ran Fridrich |
| | Ran Fridrich |
| | Chief Executive Officer and Director |

Dated: December 16, 2025

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