Ellomay Capital Ltd.

Major Shareholding Notification • Aug 4, 2025

Ellomay Capital (ELLO) / SCHEDULE 13G / Ellomay Capital Ltd.

Filed: 4 Aug 25, 8:23am

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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

	Names of Reporting Persons
1
	Menora Mivtachim Holdings Ltd

	Check the appropriate box if a member of a Group (see instructions)
2
	(a)
	(b)
3	Sec Use Only
	Citizenship or Place of Organization
4	ISRAEL
	Sole Voting Power
	5
Number of	0.00
Shares	Shared Voting Power
Beneficially	6
Owned by	972,346.00
Each	Sole Dispositive Power
Reporting	7
Person	0.00
With:	Shared Dispositive Power
	8
	972,346.00
9	Aggregate Amount Beneficially Owned by Each Reporting Person
	972,346.00
	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
10
	Percent of class represented by amount in row (9)
11
	7.06 %
	Type of Reporting Person (See Instructions)
12
	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

	Sole Voting Power
	5
Number of	0.00
Shares	Shared Voting Power
Beneficially	6
Owned by	856,779.05
Each	Sole Dispositive Power
Reporting	7
Person	0.00
With:	Shared Dispositive Power
	8
	856,779.05
	Aggregate Amount Beneficially Owned by Each Reporting Person
9
	856,779.05
	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
10
	Percent of class represented by amount in row (9)
11
	6.22 %
	Type of Reporting Person (See Instructions)
12
	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.

	Name of issuer:
(a)
	Ellomay Capital Ltd
	Address of issuer's principal executive offices:
(b)
	18 Rothschild Boulevard,, 1st floor, Tel Aviv, Israel, 6688121
Item 2.
	Name of person filing:
(a)	Menora Mivtachim Holdings Ltd.
	Menora Mivtachim Pensions and Gemel Ltd.
	Address or principal business office or, if none, residence:

Menora Mivtachim Pensions and Gemel Ltd. - Menora House, 23 Jabotinsky St., Ramat Gan 5251102, Israel Citizenship:

(c) Menora Mivtachim Holdings Ltd. - Israel

Menora Mivtachim Pensions and Gemel Ltd. - Israel Title of class of securities:

(d)

Ordinary Shares, par value NIS 10.00 per share CUSIP No.:

(e)

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

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:

(a) Nihul Kupot Gemel Ltd.; and

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

The securities reported herein are beneficially owned by Menora Mivtachim Holdings Ltd. ("Menora Holdings") and by entities that are direct or indirect, whollyowned 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. Percent of class:

(b)

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: Name/Title: Date:	/s/ Ran Kalmi Ran Kalmi /CFO 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

Ellomay Capital (ELLO) / SCHEDULE 13G / Ellomay Capital Ltd.

Filed: 4 Aug 25, 8:23am

Exhibit 1

Joint Filing Agreement

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Ordinary Shares, par value NIS 10.00 per share of Ellomay Capital Ltd.. Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. In accordance with Rule 13d-1(k)(1), the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G and any amendments thereto with respect to the equity securities (as defined in Rule 13d-1(i)) of the Issuer, beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G and any amendments thereto.

This agreement may be executed in any number of counterparts, each of which shall be deemed an original.

July 28, 2025

Menora Mivtachim Holdings Ltd.
By:	Ran Kalmi	By:	Lior Yochpaz
Title:	CFO		Title: Authorized signature
	Menora Mivtachim Pensions and Gemel Ltd.
By:	Ran Kalmi	By:	Lior Yochpaz
Title:	Authorized signature		Title: Authorized signature