Foreign Filer Report • Jun 26, 2025
Foreign Filer Report
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For the month of June 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 [X] Form 40-F [ ]
On June 25, 2025, Ellomay Capital Ltd. published an investors presentation (the "Presentation"). The Presentation is attached hereto as Exhibit 99.1.
This Report on Form 6-K of Ellomay Capital Ltd. includes the following document, which is attached hereto and incorporated by reference herein:
Exhibit 99.1 - June 2025 Investors Presentation
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: June 25, 2025

Initiation, Development and Operation of Renewable Energy Projects for the Generation and Storage of Electricity and Gas through a Range of Technologies around the world
• General - The information contained in this presentation is subject to, and must be read in conjunction with, all other publicly available information, including our Annual Report on Form 20-F for the year ended December 31, 2024, and other filings that we make from time to time with the SEC. Any person at any time acquiring securities must do so only on the basis of such person's own judgment as to the merits or the suitability of the securities for its purpose and only based on such information as is contained in such filings, having received all such professional or other advice as it deems right or appropriate under the circumstances and not in reliance on the information contained in the presentation. By making this presentation available, we do not provide advice and make no recommendation to buy, sell or otherwise trade our shares or any other securities or investments whatsoever. We do not warrant that the information is complete or accurate, nor will we bear any liability for any damage or losses that may arise from any use of the information. This presentation and any information contained therein do not constitute an offer to sell or the solicitation of an offer to buy any securities. No offering of securities shall be made in the United States except pursuant to registration under the US Securities Act of 1933, as amended, or an exemption therefrom. Securities will only be issued in Israel pursuant to a valid prospectus under the Israeli Securities Law, 1968 or an exemption from the prospectus requirements under this law. Historical facts and past operating results do not mean that future performance or results for any period whatsoever will necessarily match or exceed those of any previous year. This presentation and the information included therein are owned exclusively by the Company, and may not be published, distributed or used in any other way without first obtaining our express written approval.



27 US, solar


The chart is based on projects under development. The Company may decide to sell some of the projects as a full/partial alternative to financing development efforts through debt/equity issuances

97
78
Revenues


• It was assumed that new facilities in Italy will be financed by project financing (up to 60%) and the remaining investment will be financed by funds raised from debt/equity issuances and sale of assets

27 33 2024 2025E 2026E 2027E 43 52 2024 2025E 2026E 2027E The Company expects receiving an annual dividend from Dorad of approximately 5 million euros (Company's share)
56
EBITDA* from Projects
* EBITDA and FFO are non-IFRS measures. The Company is unable to provide a reconciliation between the EBITDA and FFO and the net income / loss on a forward-looking basis without unreasonable efforts, since items that affect these financial measures, which are non-IFRS, are not under the Company's control and/or may not be reasonably predicted. See Slide 2
Clarification: The revision of the forecast is mainly due to changes in the dates of connecting projects in Italy to the grid. The forecast is based on current plans and time tables, the compliance with which is subject to many risks and uncertainties, some of which are not under the Company's control

Talasol Spain (300 MW) Ellomay has a 51 % stake in the Talasol solar project in the town of Talaván, Cáceres, Spain . Talasol was connected to the grid in December 2020 , and the final construction cost was EUR 227 million . 80 % (75 % on a P -50 basis) of its production is sold through PPAs and the remaining electricity is sold directly to the grid
Ellomay holds approx . 9 . 4 % of the Dorad power plant .
The Dorad Power Plant is a combined -cycle gas -fired power plant with production capacity of approx . 850 MW (approx . 7 % of Israel's aggregate generation capacity), located south of Ashkelon . The electricity generated at the Dorad Power Plant is sold to end consumers throughout the country and to Israel's national grid

Ellomay has a 100 % stake in the "Ellomay Solar " facility, which is adjacent to the Talasol project in the town of Talaván, Cáceres, Spain . "Ellomay Solar" was connected to the grid during the second quarter of 2022 and the electricity generated therein is sold at market prices

Ellomay has a 100 % stake in 4 separate solar plants in Spain . 3 of them are located in the province of Murcia and one is located in the municipality of Cordoba, Andalusia . The facilities were connected to the grid between 7 /2010 and 11 /2011 . All facilities are connected to the Spanish national grid and are eligible for the special renewable energy grant from the Spanish government


Ellomay has a 100 % stake in 3 biogas facilities in The Netherlands called Groen Gas Goor B . V . , Groen Gas Oude Tonge B .V, and Groen Gas Gelderland B . V with a green gas generation capacity of approx . 3 million, 3 . 8 million and 9 . 5 million, respectively
Key Connected Projects

7
Ellomay has a 51 % stake in several solar plants in Italy, which were connected to the grid during 2024 -2025 , and the electricity generated therein is sold at market prices

Solar Operations - Texas, USA


| Project | % of ownership |
Expected date of connection to the grid |
Capacity MW / MWh |
Expected annual revenues €M |
Expected annual EBITDA* 1 €M |
Expected cost €M |
Expected proceeds from sale of the ITCs2 €M |
Expected net investment €M |
|
|---|---|---|---|---|---|---|---|---|---|
| Fairfield | 100% | Connected | 13.44 | 1.3 | 1.0 | 14.9 | 5.1 | 9.8 | |
| Malakoff | 100% | Connected | 13.92 | 1.4 | 1.0 | 15.5 | 5.4 | 10.1 | |
| Mexia | 100% | Q3 2025 | 11.10 | 0.9 | 0.6 | 13.7 | 4.3 | 9.4 | |
| Talco | 100% | Q3 2025 | 10.50 | 0.8 | 0.6 | 12.2 | 3.7 | 8.5 | |
| Hillsboro | 100% | Q2 2026 | PV 14, BESS 31 | 2.3 | 1.5 | 20.8 | 6.8 | 14.0 | 49 MW |
| Total | 63.0 + storage |
6.7 | 4.8 | 77.1 | 25.3 | 51.8 | Connected / Pre-connection |
For a full year of operation
The Company signed an agreement for the sale of the tax benefits in the first four projects for a total of approx. USD 19 million
* EBITDA is a non-IFRS measure. The Company is unable to provide a reconciliation between the EBITDA and the net income / loss on a forward-looking basis without unreasonable efforts, since items that affect this financial measure, which is non-IFRS, is not under the Company's control and/or may not be reasonably predicted. See Slide 2
9


Biogas Projects

The Dutch government declared a new regulation, which is expected to come into force in January 2027
Under the new regulation, a gas blending obligation will apply to gas sold in The Netherlands (the gas mix is expected to be comprised of 20% green gas and 80% natural gas)
The green gas has to be sourced in The Netherlands
The new regulation is expected to trigger a high demand for green gas, which is produced in The Netherlands, and an increase in the prices of green gas and green certificates received from the production of the gas.
The Groen Gas Gelderland facility
The expected effect on Ellomay's activity in The Netherlands: An addition of approx. EUR 4 million to net income commencing 2027
12


| Project | Expected own production of electricity MW |
Expected annual gas production capacity Cubic meters million |
Revenues €M |
EBITDA* €M |
|---|---|---|---|---|
| Groen Gas Gelderland | 1.0 | 8.4 | 8.1 | 1.0 |
| Groen Gas Oude – Tonge |
0.6 | 4.2 | 4.2 | 0.6 |
| Groen Gas Goor | 0.9 | 3.7 | 3.7 | 0.6 |
| Total | 2.5 | 15.8 | 16 | 2.2 |
| Forecast, in EUR million | 2026E | 2027E | |
|---|---|---|---|
| Revenues | 16.0 | 20.8 | |
| Cost of sales | -10.8 | -11.7 | |
| Gross profit | 5.2 | 9.1 | |
| Operating expenses | 2.9 | -3.0 | |
| EBITDA* | 2.3 | 6.1 | |
| Interest on loans from banks | -0.2 | -0.1 | |
| Income tax | - | - | |
| FFO* | 2.1 | 6.0 |


* EBITDA and FFO are non-IFRS measures. The Company is unable to provide a reconciliation between the EBITDA and FFO and the net income / loss on a forward-looking basis without unreasonable efforts, since items that affect these financial measures, which are non-IFRS, are not under the Company's control and/or may not be reasonably predicted. See Slide 2

Gas-fired power plant, pumped storage, solar




The Dorad Power Plant
Solar


| Facility type | Pumped storage |
|---|---|
| Location | Manara Cliff - Israel |
| Ownership | Ellomay (83.34%), Ampa Investments (16.66%)* |
| Expected capacity (MW) | 156 MW, option to expand to 220 MW |
| Total storage capacity (MWh) | 1,872 MW/h |
| Expected cost | EUR 467 million |
| Commencement of work | April 2021 |
| Expected end date | First Half of 2029 |
| Expected annual revenues** | EUR 74 million |
| Expected annual EBITDA** | EUR 32 million |
* Sheva Mizrakot Ltd. holds 25 % of the Manara project. 66.67 % of Sheva Mizrakot Ltd. are held by Ampa Investments Ltd. (representing 16.66 % of the Manara project) and the remaining 33.33 % are held indirectly by the Company representing 8.34 % )
** For a full year of operation, at 100 % ownership, according to an exchange rate of NIS 3.8 per EUR 1. EBITDA is a non -IFRS measure. The Company is unable to provide a reconciliation between the EBITDA and the net income / loss on a forward -looking basis without unreasonable efforts, since items that affect this financial measure , which is non -IFRS, is not under the Company ' s control and/or may not be reasonably predicted. See Slide 2

| Current capacity | 850 MW | |
|---|---|---|
| Power plant structure |
Gas -fired or diesel fuel -fired power plant, composed of 12 jet turbines and 2 residual heat turbines |
|
| Arbitral award in favor of Dorad |
In November 2024 , an arbitral award was handed down whereunder some of the other shareholders of Dorad are required to repay approx USD 94 million (plus approx USD 35 million in interest) to Dorad The compensation was remitted to Dorad in Q 4 2024 |
|
| Exercise of right of first refusal |
Ellomay Luzon Energy (50 %), exercised its right of first refusal in relation to 15 % of Dorad ' s shares , based on a that Zorlu (one of Dorad ' s shareholders) undertook to sell to The Phoenix value of NIS 2 8 billion of Dorad At this stage, it is expected to purchase 7 5 % of Dorad's shares subject to the conditions to closing |
|
| Government resolution to expand the power plant |
In mid -2023 , the government passed a resolution to increase the power plant ' s capacity by 650 MW ; a building permit was received from the National Infrastructure Committee Construction is planned to take place in the area of the existing power plant |
|
| Regulatory changes that benefited Dorad |
The Israeli Electricity Authority ' s resolution to change the demand hours clusters as from the beginning of 2023 , which means the cancellation of the mid -peak hours and increasing the on -peak and off -peak hours, benefits the Dorad Power Plant |
|
| Dividend in 2024 | NIS 125 million (Company ' s share – 9 .375 % ) |
| Dorad - summary of results, in NIS thousand |
2022 | 2023 | 2024 |
|---|---|---|---|
| Revenues | 2,369,220 | 2,722,396 | 2,863,770 |
| Profit from operating the power plant | 340,671 | 466,510 | 620,287 |
| Rate of profit from operting the power plant | 14.4 % |
17.1 % |
21.7 % |
| Net income | 75,280 | 211,315 | 452,327 |
| Dividend | 0 | 140,000 | 125,000 |


License expiration date
Market
Market
regulation TBD
regulation TBD
regulation TBD
regulation TBD
Connection to the grid

Solar projects – Talasol and others






| Project | Status | Capacity MW |
Annual radiation (P50) |
Annual output Expected (P50) |
Geographical location |
Expected Connection to Grid |
|---|---|---|---|---|---|---|
| Ello 1* | Commercial operation |
14.8 | 1,726 | 25,512 | Lazio | Connected to grid |
| Ello 2* | Commercial operation |
5.0 | 1,702 | 8,414 | Lazio | Connected to grid |
| Ello 3 | AU final process | 14.9 | 1,652 | 24,579 | Piemonte | Q4 2026 |
| Ello 4 | RTB | 15.1 | 1,816 | 27,342 | Lazio | Q3 2026 |
| Ello 5* | RTB | 87.3 | 1,830 | 159,830 | Lazio | Q2 2026 |
| Ello 7* | RTB | 54.8 | 1,636 | 89,609 | Piemonte | Q3 2026 |
| Ello 8 | AU final process | 74.8 | 1,561 | 116,669 | Friuli-Venezia Giulia | Q1 2027 |
| Ello 9* | RTB | 8.0 | 1,702 | 13,616 | Marche | Q4 2025 |
| Ello 10* | Commercial operation |
18.1 | 1,690 | 30,511 | Lazio | Connected to grid |
| Ello 11 | RTB | 79.5 | 1,496 | 118,897 | Friuli-Venezia Giulia | Q1 2027 |
| Ello 12 | AU process | 19.9 | 1,859 | 36,988 | Lazio | Q1 2027 |
| Ello 13 | AU process | 20.0 | 1,657 | 33,118 | Piemonte | Q1 2027 |
| Ello 14 | RTB | 20.0 | 1,671 | 33,394 | Piemonte | Q3 2026 |
| Ello 15* | RTB | 10.0 | 1,673 | 16,699 | Piemonte | Q4 2025 |
| Ello 16 | AU achieved | 10.0 | 1,580 | 16,762 | Piemonte | Q3 2026 |
| Ello 18 | RTB | 9.8 | 1,581 | 15,530 | Friuli-Venezia Giulia | Q3 2026 |
| Total | 462.0 | 767,470 MWh/y |
* In partnership with Clal (which holds 49%)
• Ready to build (RTB)
• The table is based on projects under development. The Company may decide to sell some of the projects as a full/partial alternative to financing development efforts through debt/equity issuances

Solar projects in Italy
Clal Insurance entered as a partner (49%) in a 198 MW portfolio set up and developed by the Company in Italy, in consideration for an investment of approx. EUR 53 million (NIS 210 million) (June 2025)
The Company and Clal Insurance registered an Israeli partnership that will build and hold a backlog of solar projects with a total capacity of 198 MW, of which 38 MW are connected to the grid and 160 MW have commenced construction process. Clal received a right of first refusal with respect to the remaining project backlog in Italy with a total capacity of 462 MW.





| Country | Technology | Project | Holding rate |
License | Capacity (MW) |
Expected revenues |
Expected EBITDA* |
Expected FFO* |
Expected debt As of December 31, 2025 |
Expected interest expenses |
Expected principal repayment |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Spain | Solar | Talasol 1 | 51% | Indefinite | 300 | 21.3 | 14.9 | 10.3 2 | 145.4 | 4.5 | 7.0 |
| Spain | Solar | Rodríguez 1&2, Seguisolar and La Rinconada |
100% | 2041 | 7.9 | 2.1 | 1.2 | 0.8 | 10.3 | 0.4 | 1.0 |
| Spain | Solar | Ellomay Solar | 100% | Indefinite | 28 | 2 | 1.3 | 0.8 | 9.2 | 0.5 | 0.5 |
| Italy | Solar | Ellomay Solar Italy 1&2&103 | 51% | Indefinite | 38 | 6 | 5.1 | 4.3 | ___ | ___ | ___ |
| The Netherlands |
Biogas | 3 facilities | 100% | Indefinite | 19 | 16 | 2.2 | 1.9 | 5.0 | 0.3 | 1.5 |
| Israel | Power plant | Dorad 4 | 9.375% | 2034 | 80 5 | 74.0 | 20.0 | 14.0 | 43.0 | 4.0 | 7.0 |
| USA | Solar | 4 projects 6 | 100% | Indefinite | 50 | 4.4 | 3.2 | 3.2 | ___ | ___ | ___ |
| Total connected | 522.9 | 125.8 | 47.9 | 35.3 | 212.9 | 9.7 | 17.0 |
(1) In respect of a 100% stake. Company's share constitutes 51%
(2) Excluding approx. EUR 2 million in interest on loans advanced by minority interests of Talasol
(3) Forecasts per representative year. In respect of a 100% stake. Company's share constitutes 51%
(4) The data represent the Company's share (9.375%) based on the Euro/NIS exchange rate as of December 31, 2024: NIS 3.796 / EUR 1.
(5) Company's share (Dorad's capacity on a 100% basis - 850 MW)
(6) Forecasts per representative year.
26 * EBITDA and FFO are non-IFRS measures. The Company is unable to provide a reconciliation between the EBITDA and FFO and the net income / loss on a forward-looking basis without unreasonable efforts, since items that affect these financial measures, which are non-IFRS, are not under the Company's control and/or may not be reasonably predicted. See Slide 2


| Country | Technology | Project | Holding rate |
Date of connection to the grid - expected |
Capacity (MW) |
Expected revenues |
Expected EBITDA* |
Expected FFO* |
Expected construction cost |
|---|---|---|---|---|---|---|---|---|---|
| Israel | Pumped storage | Manara | 83.34% | 2029 | 156 | 74 1, 2 | 32 1, 2 | 171, 2 | 467 |
| USA | Solar | Hillsboro | 100% | 2026 | 14 + storage | 2.3 2, 3 | 1.5 2, 3 | 14 | |
| Italy - under construction |
Solar | Ello's projects | 51% | 2025-2026 | 160 | 24.3 4 | 20.8 4 | 14.8 4 | 136.1 |
| Italy - RTB |
Solar | Ello's projects | 100% | 2026-2027 | 124 | --- | --- | --- | --- |
| Total under construction / ready to build | 454 MW |
| Status | Country | Technology | Holding rate | Expected timetable | Capacity (MW) |
|---|---|---|---|---|---|
| Advanced development | Italy | Solar | 100% | Commencement of construction - 2026 |
140 |
| Initial development | Italy, USA, Spain, Israel | Solar | 100% | 800 | |
| Total under development (advanced + initial) | 940 MW |
(1) On average in respect of a 100% stake. The Company's stake is approx. 83.34%. Based on the Euro/NIS exchange rate as of December 31, 2024: NIS 3.796 / EUR 1
The Company will be required to raise further funds in order to implement its development plans by raising debt / equity and/or by disposing of assets
27 * EBITDA and FFO are non-IFRS measures. The Company is unable to provide a reconciliation between the EBITDA and FFO and the net income / loss on a forward-looking basis without unreasonable efforts, since items that affect these financial measures, which are non-IFRS, are not under the Company's control and/or may not be reasonably predicted. See Slide 2

| December 31, 2021 |
% of total assets |
December 31, 2022 |
% of total assets |
December 31, 2023 |
% of total assets |
December 31, 2024 |
% of total assets |
|
|---|---|---|---|---|---|---|---|---|
| Cash, deposits and marketable securities | 71,585 | 13% | 49,294 | 9% | 52,124 | 9% | 41,134 | 6% |
| Financial debt* | 356,194 | 65% | 384,291 | 67% | 422,025 | 69% | 495,025 | 73% |
| Net financial debt* | 284,609 | 52% | 334,997 | 58% | 369,901 | 60% | 453,891 | 67% |
| Net property, plant & equipment ** | 340,897 | 62% | 365,756 | 63% | 407,982 | 67% | 482,747 | 71% |
| Investment in Dorad | 34,029 | 6% | 30,029 | 5% | 31,772 | 5% | 34,990 | 5% |
| CAP* | 470,301 | 85% | 467,368 | 81% | 547,124 | 89% | 624,310 | 92% |
| Net CAP* | 398,716 | 72% | 418,074 | 73% | 495,000 | 81% | 583,176 | 86% |
| Total equity | 114,107 | 21% | 83,077 | 14% | 125,099 | 20% | 131,068 | 19% |
| Total assets | 551,979 | 100% | 576,157 | 100% | 612,852 | 100% | 640,009 | 100% |
* See Appendix A for calculations
** mainly with respect to solar activity

| In EUR thousands | December 31, 2021 |
December 31, 2022 |
December 31, 2023 |
December 31, 2024 |
|---|---|---|---|---|
| Current maturities of loans from banks | 126,180 | 12,815 | 9,784 | 21,316 |
| Current maturities of other loans | 16,401 | 10,000 | 5,000 | 5,866 |
| Current maturities of debentures | 19,806 | 18,714 | 35,200 | 35,706 |
| Long-term bank loans | 76,314 | 251,048 | 267,154 | 276,314 |
| Bonds | 117,493 | 91,714 | 104,887 | 155,823 |
| Total financial debt | 356,194 | 384,291 | 422,025 | 495,025 |
| Cash and cash equivalents | 41,229 | 46,458 | 51,127 | 41,134 |
| Marketable securities | 1,946 | 2,836 | 0 | 0 |
| Short term deposits | 28,410 | 0 | 997 | 0 |
| Total liquid means | 71,585 | 49,294 | 52,124 | 41,134 |
| Net Financial Debt | 284,609 | 334,997 | 369,901 | 453,891 |
| Equity | 114,107 | 83,077 | 125,099 | 129,285 |
| Total assets | 551,979 | 576,157 | 612,852 | 677,257 |
| CAP (financial debt + equity) | 470,301 | 467,368 | 547,124 | 624,310 |
| Net CAP (financial debt + equity) | 398,716 | 418,074 | 495,000 | 583,176 |
The Company defines financial debt as loans and borrowings plus bonds (current liabilities), finance lease liabilities, long-term bank loans, bonds (non-current liabilities), net financial debt, as financial debt less cash and cash equivalent less investments held for trading less short-term deposits and CAP as equity, plus financial debt. The Company presents these measures in order to improve the understanding of its leveraging ratios and loans. Although the Company views those measures as important measures of leveraging, they should not be viewed in isolation or as a substitute for long-term loans or other balance sheet data that were prepared in accordance with IFRS as a measure of leveraging. Not all companies calculate those measures in the same manner, and the presented measures may not be comparable to similarly-titled measures presented by other companies.


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