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~~ Report of ~~May~~Foreign ~~2026~~Private Issuer

Pursuant to Rule 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

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 ☐

THE ~~IFRS~~TEXT ~~FINANCIAL RESULTS INCLUDED IN EXHIBIT 99.1~~ OF THIS FORM 6-K ~~ARE~~ IS 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333-102288 AND 333-92491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

~~Financial~~Court Filing ~~Results~~in ~~for~~connection with a Proposed Reduction of the ~~First~~ ~~Quarter~~Conversion Price Per Share of ~~2026~~Series D Convertible Debentures

Ellomay Capital Ltd. (the “Company”) hereby announces that on ~~May~~June 2722, 2026, it ~~published~~submitted a ~~press~~petition ~~release~~to ~~containing~~the Israeli District Court in Tel Aviv, to authorize convening a meeting of the ~~financial~~holders ~~results~~of the Company’s Series D Convertible Debentures in connection with the approval of a reduction in the conversion price of its Series D Convertible Debentures from NIS 165 (approximately $55.7) per share to NIS 75.95 (approximately $25.6) per share. This petition was submitted following agreements and arrangements entered into with the holders of the Company’s debentures, as ofmore fully described in “Item 5.B: Liquidity and Capital Resources,” of the Company’s annual report on Form 20-F for the ~~three~~ ~~months~~year ended ~~March~~December 31, 2025, dated April 30, 2026. The petition (in Hebrew) was filed by the ~~“Press~~Company ~~Release”)~~in the distribution sites of the Israel Securities Authority and the Tel Aviv Stock Exchange and is available here: https://mayafiles.tase.co.il/rpdf/1750001-1751000/P1750861-00.pdf.

The Company’s ~~Press~~Series ~~Release~~D isConvertible ~~attached~~Debentures are due December 31, 2026 and are currently convertible into 375,757 ordinary shares, ~~hereto~~NIS as10.00 ~~Exhibit~~par 99value per share, of the Company (“Ordinary Shares”).1 To the extent the proposed reduction in conversion price of the Series D Convertible Debentures will be approved, the Series D Convertible Debentures will be convertible into 816,326 Ordinary Shares, at the election of each holder.

~~Financial~~The reduction ~~Results~~of the conversion price per share of ~~Dorad~~the Series D Convertible Debentures is subject to court approval (and any additional approvals ~~Energy~~required ~~Ltd~~by the court, including the approval of the holders of the Company’s Series D Convertible Debentures) and to a listing approval of the additional shares by the NYSE American. Therefore, the Company cannot currently estimate whether and when it will be implemented.

~~As previously announced by the~~Information ~~Company,~~Relating onto ~~May~~Forward-Looking 10, 2026 the Company completed the sale of its indirect holdings in Ellomay Luzon Energy Infrastructures Ltd. (“Ellomay Luzon Energy”) for a purchase price of approximately NIS 560 million (approximately €164 million as of such date). Consequently, in the Press Release attached hereto as Exhibit 99.1, the Company’s share of profits of Ellomay Luzon Energy, which was an equity accounted investee, after elimination of intercompany transactions, was presented as discontinued operations and results from prior periods were adjusted accordingly.Statements

~~Ellomay~~This report ~~Luzon~~contains ~~Energy~~forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company’s ~~main~~management. ~~asset~~All isstatements, ~~its~~other ~~holdings~~than statements of ~~33.75%~~historical facts, included in this report regarding the Company’s plans and objectives, expectations and assumptions of ~~Dorad~~management ~~Energy~~are ~~Ltd~~forward-looking statements. The (use of certain words, including the words “~~Dorad~~estimate,”) “project,” “intend,” “expect,” “believe” and ~~Dorad~~similar isexpressions anare ~~equity~~intended ~~accounted~~to ~~investee~~identify forward-looking statements within the meaning of ~~Ellomay~~the ~~Luzon~~Private ~~Energy~~Securities Litigation Reform Act of 1995. InThe ~~addition~~Company may not actually achieve the plans, ~~Dorad~~intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements. Various important factors could cause actual results ~~are~~or ~~presented~~events into differ materially from those that may be expressed or implied by the ~~segment~~Company’s ~~information~~forward-looking ~~provided~~statements, including the imposition of additional requirements by the ~~Company~~court or by other relevant regulatory entities, delays in obtaining the ~~Press~~approvals ~~Release~~required ~~attached~~for ~~hereto~~the asreduction ~~Exhibit~~of ~~99.1.~~the ~~Therefore~~conversion price of the Series D Debentures, changes in anelectricity ~~effort~~prices toand ~~provide~~demand, regulatory changes, increases in interest rates and inflation, the ~~Company’s~~impact of the war and hostilities in Israel and Gaza, technical and ~~shareholders~~other ~~with~~disruptions ~~access~~in the operations or construction of the power plants owned by the Company, inability to ~~Dorad’s~~obtain ~~financial~~the ~~results~~financing required for the development and construction of projects, delays in development, construction, or commencement of operation of the ~~Company~~projects ~~hereby~~under development, ~~provides~~failure ato ~~convenience~~obtain ~~translation~~permits - whether within the set time frame or at all, increases in interest rates and inflation, changes in exchange rates, changes in the supply and prices of ~~Dorad~~resources required for the operation of the Company’s ~~financial~~facilities ~~results~~(such as waste and natural gas) and in the price of oil, technical and ~~for~~other disruptions in the ~~three~~operations ~~months~~or ~~ended~~construction ~~March~~of 31the power plants owned by the Company, ~~2026~~the impact of the continued military conflict between Russia and Ukraine, ~~attached~~climate ~~hereto~~change, asand ~~Exhibit~~general 99market, political and economic conditions in the countries in which the Company operates, including Israel, Spain, Italy and the United States.2. ~~Dorad’s~~These and ~~financial~~other ~~results~~risks ~~included~~and ~~herein~~uncertainties ~~are~~associated ~~based~~with onthe ~~Dorad~~Company’s ~~reviewed~~business ~~financial~~are ~~statements~~described ~~for~~in ~~such~~greater ~~period~~detail ~~and~~in ~~neither~~the filings the Company makes ~~nor~~from time to time with the Securities and Exchange Commission, including its ~~independent~~ ~~public~~Annual ~~accountants~~Report ~~have~~on ~~reviewed~~Form or20-F. ~~consulted~~The ~~with~~forward-looking ~~Ellomay~~statements are ~~Luzon~~made ~~Energy~~as orof ~~Dorad~~this ~~with~~date ~~respect~~and the Company does not undertake any obligation to ~~the~~update ~~financial~~any ~~results~~forward-looking statements, whether as a result of new information, future events or otherwise.

Exhibit Index

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

Exhibit 99.1		Press Release: “Ellomay Capital Reports Results for the Three Months Ended March 31, 2026,” dated May 26, 2026.
Exhibit 99.2		Financial Results of Dorad Energy Ltd. as of and for the three months ended March 31, 2026.

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

	Ellomay Capital Ltd.

	By:	/s/ Ran Fridrich
	Ran Fridrich
	Chief Executive Officer and Director

Dated: June 22, 2026

Dated: May 27, 2026

Filing Compare · Ellomay Capital Ltd.