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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 August 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 FINANCIAL RESULTS INCLUDED IN EXHIBIT 99.1 AND THE TEXT OF EXHIBITS 99.2 AND 99.3 OF 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333-102288 AND 333-92491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

Exhibit Index

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

Exhibit 99.1	-	Press Release: “Ellomay Capital Reports Results for the Three and Six Months Ended June 30, 2026,” dated August 18, 2026.
Exhibit 99.2	-	Condensed Consolidated Interim Financial Statements as at June 30, 2026 (Unaudited).
Exhibit 99.3	-	Operating and Financial Review and Prospects for the six months ended June 30, 2026.

Also attached hereto and furnished herewith as Exhibit 101 are the Condensed Consolidated Interim Financial Statements as at June 30, 2026 (Unaudited), formatted in XBRL (eXtensible Business Reporting Language), consisting of the following sub-exhibits:

EX-101.INS	-	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
EX-101.SCH	-	Inline XBRL Taxonomy Extension Schema Document
EX-101.CAL	-	Inline XBRL Taxonomy Extension Calculation Linkbase Document
EX-101.DEF	-	Inline XBRL Taxonomy Extension Definition Linkbase Document
EX-101.LAB	-	Inline XBRL Taxonomy Extension Label Linkbase Document
EX-101.PRE	-	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	-	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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: August 18, 2026

EX-99.1 2 ea030208501ex99-1.htm PRESS RELEASE: "ELLOMAY CAPITAL REPORTS RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026," DATED AUGUST 18, 2026

Exhibit 99.1

Ellomay Capital Reports Results for the Three and Six Months Ended June 30, 2026

Records a net profit of €94.8 million (representing a capital gain, gross, of €110.8 million, net of taxes in the amount of €16 million) in the quarter in connection with the sale of indirect holdings in Dorad Energy Ltd.

Tel-Aviv, Israel, Aug 18^th, 2026 (GLOBE NEWSWIRE) -- Ellomay Capital Ltd. (NYSE American; TASE: ELLO) (“Ellomay” or the “Company”), a renewable energy and power generator and developer of renewable energy and power projects in Europe, USA and Israel, today reported its unaudited interim consolidated financial results for the three and six-month periods ended June 30, 2026.

Financial Highlights

●

Total assets as of June 30, 2026 amounted to approximately €959.2 million (including approximately €113.5 million in cash and cash equivalents and approximately €53.3 million in short term deposits), compared to total assets as of December 31, 2025 of approximately €843.5 million (including approximately €87.6 million in cash and cash equivalents).

●

Revenues¹ for the three months ended June 30, 2026 were approximately €12.4 million, compared to revenues of approximately €11.3 million for the three months ended June 30, 2025. Revenues for the six months ended June 30, 2026 were approximately €21.1 million, compared to revenues of approximately €20.1 million for the six months ended June 30, 2025.

●

Profit for the three months ended June 30, 2026 was approximately €70.5 million, compared to loss of approximately €8.4 million for the three months ended June 30, 2025. Profit for the six months ended June 30, 2026 was approximately €58.3 million, compared to loss of approximately €1.6 million for the six months ended June 30, 2025.

●

EBITDA for the three months ended June 30, 2026 was approximately €88.5 million, compared to EBITDA of approximately €3.2 million for the three months ended June 30, 2025. EBITDA for the six months ended June 30, 2026 was approximately €90.6 million, compared to EBITDA of approximately €6.1 million for the six months ended June 30, 2025. See below under “Use of Non-IFRS Financial Measures” for additional disclosure concerning EBITDA and the table on page 15 of this press release for a reconciliation of these numbers to profit and loss.

●

In May 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 €167 million). Consequently, 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. In connection with such sale, the Company recorded a net profit of €94.8 million (representing a capital gain, gross, in the amount of €110.8 million, net of taxes in the amount of €16 million, comprised of tax expense on income of approximately €27.8 million and a tax benefit from the utilization of losses of €11.8 million) in the three months ended June 30, 2026.

In connection with such sale, in May 2026 the Company executed an early repayment of its Series E Secured Debentures, which were secured by a pledge on the Ellomay Luzon Energy shares. The principal of the Series E Secured Debentures was NIS 165 million (approximately €46.5 million) and the aggregate repayment amount was approximately NIS 170 million (approximately €47.9 million), which includes accrued interest and the early repayment fee.

The revenues presented in the Company’s financial results included in this press release are based on IFRS and do not take into account the adjustments included in the Company’s investor presentation.

Financial Overview for the Six Months Ended June 30, 2026

●

Revenues were approximately €21.1 million for the six months ended June 30, 2026, compared to approximately €20.1 million for the six months ended June 30, 2025. The increase in revenues mainly resulted from revenues generated by four solar facilities in the USA that were connected to the grid during the second and third quarters of 2025 and during the second quarter of 2026, and from increased production and revenues from the Company’s biogas facilities in the Netherlands, partially offset by decreases in the electricity prices in Italy and Spain commencing 2025 and during the first half of 2026.

●

Operating expenses were approximately €9.8 million for the six months ended June 30, 2026, compared to approximately €9.2 million for the six months ended June 30, 2025. The increase in operating expenses mainly resulted from higher operating expenses of the Company’s biogas facilities in the Netherlands, reflecting their increased production, and by the achievement of the preliminary acceptance certificate (“PAC”) for the Company’s 18 MW Italian solar facility subsequent to June 30, 2025. This increase was partially offset by a lower 7% Spanish tax on revenues generated from electricity production due to a decrease in revenues as a result of lower electricity prices. Depreciation and amortization expenses were approximately €9.1 million for the six months ended June 30, 2026, compared to approximately €8.5 million for the six months ended June 30, 2025.

●

Project development costs were approximately €0.8 million for the six months ended June 30, 2026, compared to approximately €2.9 million for the six months ended June 30, 2025. The decrease in project development costs is mainly due to projects that reached “ready to build” (“RTB”) or “permission to operate” (“PTO”) status, which resulted in the commencement of capitalization of expenses related to such projects into fixed assets.

●

General and administrative expenses were approximately €4.9 million for the six months ended June 30, 2026, compared to approximately €3.4 million for the six months ended June 30, 2025. The increase in general and administrative expenses is mainly due to higher payroll expenses, due to payment bonuses to employees, higher insurance expenses, reflecting a run-off insurance policy purchased in connection with the change of control in the Company, and higher consulting expenses.

●

Other income was approximately €1.8 million for the six months ended June 30, 2026, compared to approximately €1.4 million for the six months ended June 30, 2025. The other income recognized during the six months ended June 30, 2026 mainly resulted from the recognition of a proportional share of deferred income related to tax credits in connection with the Company’s USA solar facilities. The other income during the six months ended June 30, 2025 was recognized based on agreed compensation expected to be received from the engineering, procurement and construction (“EPC”) contractor of two of the Company’s USA solar facilities for loss of income due to delays in construction.

●

Financing expenses, net was approximately €32.6 million for the six months ended June 30, 2026, compared to financing expenses, net of approximately €1 million for the six months ended June 30, 2025. The change in financing expenses, net, was mainly attributable to higher expenses resulting from exchange rate differences that amounted to approximately €24.7 million for the six months ended June 30, 2026, compared to income from exchange rate differences of approximately €5.6 million for the six months ended June 30, 2025, an aggregate change of approximately €30.3 million. The exchange rate differences were mainly recorded in connection with the New Israeli Shekel (“NIS”) cash and cash equivalents and the Company’s NIS denominated debentures and were caused by the 9.4% appreciation of the NIS against the euro during the six months ended June 30, 2026, compared to a 4.2% devaluation of the NIS against the euro during the six months ended June 30, 2025. The increase in financing expenses, net also resulted from an increase of approximately €1.6 million in interest expenses in connection with the Company’s debentures and financing expenses of approximately €1.2 million in connection with the early repayment of the Series E Secured Debentures, partially offset by an increase of approximately €3.1 million in income resulting from revaluation of warrants.

●

Tax benefit was approximately €9.4 million for the six months ended June 30, 2026, compared to tax benefit of approximately €1.8 million for the six months ended June 30, 2025. The change is mainly due to tax benefit in the amount of €11.8 million resulting from the utilization of current and carryforward losses in connection with the sale of the investment in Ellomay Luzon Energy in May 2026. Such tax benefit was partially offset by a decrease of approximately €2.4 million in deferred tax asset recorded by one of the Company’s Spanish facilities in connection with the expected utilization of excess financing expenses. Such decrease was due to a change in estimate in respect of the expected utilization based on updated forecasts.

●

Loss from continuing operations was approximately €25 million for the six months ended June 30, 2026, compared to a loss from continuing operations of approximately €1.6 million for the six months ended June 30, 2025.

●

Profit from discontinued operation (net of tax) was approximately €83.3 million for the six months ended June 30, 2026, compared to profit from discontinued operation (net of tax) of approximately €12 thousand for the six months ended June 30, 2025. As noted above, the profit from discontinued operations reflects the Company’s share of profits of Ellomay Luzon Energy, an equity accounted investee that was sold in May 2026.

●

Profit for the six months ended June 30, 2026 was approximately €58.3 million, compared to loss of approximately €1.6 million for the six months ended June 30, 2025.

●

Total other comprehensive income was approximately €8.7 million for the six months ended June 30, 2026, compared to total other comprehensive loss of approximately €8.7 million for the six months ended June 30, 2025. The change in total other comprehensive income (loss) primarily resulted from foreign currency translation adjustments due to the change in the NIS/euro exchange rate, representing a change of approximately €16.3 million. The change also resulted from an approximately €1.1 million changes in fair value of cash flow hedges.

●

Total comprehensive income was approximately €67 million for the six months ended June 30, 2026, compared to total comprehensive loss of approximately €10.3 million for the six months ended June 30, 2025.

●

EBITDA was approximately €90.6 million for the six months ended June 30, 2026, compared to approximately €6.1 million for the six months ended June 30, 2025. See below under “Use of Non-IFRS Financial Measures” for additional disclosure concerning EBITDA and the table on page 15 of this press release for a reconciliation of these numbers to profit and loss.

●

Net cash used in operating activities was approximately €3.7 million for the six months ended June 30, 2026, compared to net cash generated from operating activities of approximately €5.1 million for the six months ended June 30, 2025. The change in net cash used in operating activities mainly resulted from lower revenues from the Company’s Italian and Spanish solar facilities and increased expenditure, including interest on Debentures and loans paid and an expense in connection with the early repayment of the Series E Secured Debentures.

CEO Review First Half 2026

In the first half of 2026, the Company’s revenues amounted to approximately €21.1 million, compared to revenues of approximately €20.1 million in the corresponding half last year. The increase in revenues was primarily attributable to the biogas activity in the Netherlands. Electricity prices in Spain during the first half were significantly lower compared to the corresponding half last year, while higher solar radiation increased output and partially offset the price decline. Electricity prices in Spain rose sharply after the balance sheet date, and we expect to see the impact in the third quarter. In Italy, prices are stable, although revenues declined half over half due to the transition to selling electricity under PPAs starting January 2026, compared to selling electricity at market prices in the corresponding half last year. The approximately 9% strengthening of the NIS against the euro during the half resulted in finance expenses of approximately €24.7 million in the first half of 2026, compared to finance income of approximately €5.6 million in the corresponding half last year resulting from the appreciation of the euro against the NIS. Net of exchange rate differences, finance expenses for the half amounted to approximately €2.3 million.

In the first quarter of 2026, an agreement was signed for the sale of the Company’s 50% interest in Ellomay Luzon Energy Infrastructures Ltd., which holds a 33.75% interest in Dorad Energy Ltd., based on a Dorad valuation of NIS 4.4 billion. The transaction was completed in May 2026, and the Company received consideration of approximately NIS 560 million.

In Italy – 38 MW solar (51% owned in partnership with Clal) is fully operating. An additional 10 MW project was connected to the grid after the balance sheet date. Construction works on additional projects with an aggregate capacity of 150 MW solar (also 51% owned in partnership with Clal) are partly in grid connection stages and partly in advanced construction, expected to be completed by the end of 2026. The remainder of the portfolio developed by the Company (100% owned) is approximately 264 MW solar, of which 210 MW have reached “ready to build” status as of the date hereof, and the rest are expected to receive permits in the near future. Construction of these 264 MW is scheduled to begin in the last quarter of 2026. Out of the 210 MW ready for construction, approximately 100 MW (2 projects) won the FER X tender, which guarantees a 20-year electricity sale contract at high prices. The Company is examining the establishment of battery-based electricity storage facilities in northern Italy. As part of this review, an agreement has been signed for the acquisition of a license with RTB status for a 50 MW peak per hour battery storage facility with 4 hours of storage capacity, and the possibility of acquiring an additional license for a 100 MW peak per hour facility with 4 hours of storage is also being considered.

In the USA – the construction of the first five projects has been completed, of which four have been connected to the grid; the fifth project (Hillsboro, 14 MW) is expected to be connected to the grid in September 2026. The Company has begun construction of two additional projects of approximately 14 MW each in the Houston area, which are eligible for tax benefits under current regulation (a benefit of approximately 40%). Regulatory changes and uncertainty regarding tariff rates do not allow the Company to provide a forecast beyond the above, but the assumption is that the Company will find a way to continue developing and growing its portfolio in the USA in the near future.

In the Netherlands – the license to increase production at the GGOT facility was received. The Company is in the final planning stages of the expansion project at GGOT, and the plan is to complete the project by the end of 2027. The two additional facilities are in advanced stages of receiving production increase licenses. The new regulation requiring the blending of green gas with fossil gas will commence in January 2027 (a one-year delay), however the targets for the first year have been increased. Agreements have been signed for the sale of green certificates issued in accordance with the new regulation at a price of approximately €1 per certificate. The blending obligation is expected to significantly increase the profitability of operations in the Netherlands under current production capacity. Following receipt of approvals to increase production quotas, the Company plans to increase production capacity from 16 million cubic meters of gas per year to approximately 24 million cubic meters of gas per year at the existing facilities. This is expected to lead to a material increase in revenues and profit.

In Israel – at the Manara pumped storage project, works across the entire project site are progressing as planned. The Company is in negotiations with the Israeli Electricity Authority for compensation for delays and war-related damages at the Manara project. In parallel, the Company is awaiting the lenders’ approval for the changes required to the financing agreement as a result of the war.

In Spain – the Company operates the existing photovoltaic portfolio (335 MWh). The Company’s development activity in Spain currently focuses on battery electricity storage, whereby at Ellomay Solar (28 MW solar) the construction of a 22.7 MW peak facility with 4 hours of battery storage is planned for January 2027. The Company is also advancing a battery storage project for Talasol (250 MW peak with 4 hours of battery storage). The high volatility in electricity prices in Spain stems from a surplus of renewable energy during transition seasons and during hours of green energy production. The solution to this problem is a significant increase in storage capacity, which is currently very limited in Spain.

Use of Non-IFRS Financial Measures

EBITDA is a non-IFRS measure and is defined as earnings before financial expenses, net, taxes, depreciation and amortization. The Company presents this measure in order to enhance the understanding of the Company’s operating performance and to enable comparability between periods. While the Company considers EBITDA to be an important measure of comparative operating performance, EBITDA should not be considered in isolation or as a substitute for net income or other statement of operations or cash flow data prepared in accordance with IFRS as a measure of profitability or liquidity. EBITDA does not take into account the Company’s commitments, including capital expenditures and restricted cash and, accordingly, is not necessarily indicative of amounts that may be available for discretionary uses. Not all companies calculate EBITDA in the same manner, and the measure as presented may not be comparable to similarly-titled measure presented by other companies. The Company’s EBITDA may not be indicative of the Company’s historic operating results; nor is it meant to be predictive of potential future results. The Company uses this measure internally as performance measure and believes that when this measure is combined with IFRS measure it add useful information concerning the Company’s operating performance. A reconciliation between results on an IFRS and non-IFRS basis is provided on page 15 of this press release.

About Ellomay Capital Ltd.

Ellomay is an Israeli based company whose shares are registered with the NYSE American and with the Tel Aviv Stock Exchange under the trading symbol “ELLO”. Since 2009, Ellomay focuses its business in the renewable energy and power sectors in Europe, USA and Israel.

To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy, Spain, the Netherlands and USA, including:

●

Approximately 335.9 MW of operating solar power plants in Spain (including a 300 MW solar plant in owned by Talasol, which is 51% owned by the Company) and 51% of approximately 48 MW of operating solar power plants in Italy;

●

Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V., project companies operating anaerobic digestion plants in the Netherlands, with a green gas production capacity of approximately 3 million, 3.8 million and 9.5 million Nm3 per year, respectively;

●

83.333% of Ellomay Pumped Storage (2014) Ltd., which is involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel;

●

51% of solar projects in Italy with an aggregate capacity of 150 MW that are under construction;

●

Solar projects in Italy with an aggregate capacity of 210 MW that have reached “ready to build” status; and

●

Solar projects in the Dallas Metropolitan area, Texas, USA with an aggregate capacity of approximately 49 MW that are connected to the grid and 14 MW that is awaiting connection to the grid.

For more information about Ellomay, visit http://www.ellomay.com.

Information Relating to Forward-Looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company’s management. All statements, other than statements of historical facts, included in this press release regarding the Company’s plans and objectives, expectations and assumptions of management are forward-looking statements. The use of certain words, including the words “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may not actually achieve the plans, 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 or events to differ materially from those that may be expressed or implied by the Company’s forward-looking statements, including changes in electricity prices and demand, regulatory changes increases in interest rates and inflation, changes in the supply and prices of resources required for the operation of the Company’s facilities (such as waste and natural gas) and in the price of oil, the impact of the war and hostilities in Israel and Gaza and between Israel and Iran, the impact of the continued military conflict between Russia and Ukraine, technical and other disruptions in the operations or construction of the power plants owned by the Company, inability to obtain the financing required for the development and construction of projects, increases in interest rates and inflation, changes in exchange rates, delays in development, construction, or commencement of operation of the projects under development, failure to obtain permits - whether within the set time frame or at all, climate change, and general market, political and economic conditions in the countries in which the Company operates, including Israel, Spain, Italy and the United States. These and other risks and uncertainties associated with the Company’s business are described in greater detail in the filings the Company makes from time to time with the Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are made as of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

Kalia Rubenbach (Weintraub)

CFO

Tel: +972 (3) 797-1111

Email: hilai@ellomay.com

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Financial Position

	June 30, 2026			December 31, 2025			June 30, 2026
	Unaudited			Audited			Unaudited
	€ in thousands						Convenience Translation into US$ in thousands*
Assets
Current assets:
Cash and cash equivalents		113,474			87,614			129,344
Short-term deposits		53,322			-			60,780
Restricted cash		590			656			673
Intangible asset from green certificates		602			29			686
Trade and revenue receivables		7,630			7,236			8,697
Other receivables		15,365			14,918			17,514
Derivatives		5,057			3,743			5,764
		196,040			114,196			223,458
Non-current assets
Investment in equity accounted investee		-			59,542			-
Fixed assets		654,974			566,876			746,578
Right-of-use asset		48,380			44,386			55,146
Restricted cash and deposits		15,695			16,071			17,890
Deferred tax		9,652			11,914			11,002
Long term receivables		20,870			18,097			23,789
Derivatives		13,576			12,433			15,475
		763,147			729,319			869,880
Total assets		959,187			843,515			1,093,338

Liabilities and Equity
Current liabilities
Current maturities of long-term bank loans		45,481			17,235			51,842
Current maturities of other long-term loans		6,124			3,666			6,980
Current maturities of debentures		55,702			39,803			63,492
Trade payables		11,792			6,719			13,441
Other payables		18,204			16,633			20,751
Derivatives		1,534			675			1,749
Current maturities of lease liabilities		950			844			1,083
Income tax payables		16,721			512			19,060
Warrants		2,062			5,929			2,350
		158,570			92,016			180,748
Non-current liabilities
Long-term lease liabilities		39,266			35,491			44,758
Long-term bank loans		298,808			272,388			340,599
Other long-term loans		60,688			58,457			69,176
Debentures		157,261			209,374			179,255
Deferred tax		3,478			3,170			3,964
Other long-term liabilities		7,833			6,179			8,928
Derivatives		967			1,300			1,102
		568,301			586,359			647,782
Total liabilities		726,871			678,375			828,530

Equity
Share capital		28,008			28,002			31,925
Share premium		96,757			96,585			110,289
Treasury shares		(1,736	)		(1,736	)		(1,979	)
Transaction reserve with non-controlling interests		14,763			14,757			16,828
Reserves		24,377			16,674			27,787
Retained earnings (accumulated deficit)		48,198			(13,694	)		54,939
Total equity attributed to shareholders of the Company		210,367			140,588			239,789
Non-controlling interest		21,949			24,552			25,019
Total equity		232,316			165,140			264,808
Total liabilities and equity		959,187			843,515			1,093,338

Convenience translation into US$ (exchange rate as at June 30, 2026: euro 1 = US$ 1.14)

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (Loss)

	For the three months ended June 30,						For the six months ended June 30,						For the year ended December 31,			For the six months ended June 30,
	2026			2025			2026			2025			2025			2026
	Unaudited												Audited			Unaudited
	€ in thousands (except per share data)															Convenience Translation into US$*
Revenues		12,419			11,276			21,084			20,136			42,827			24,033
Operating expenses		(4,771	)		(4,579	)		(9,848	)		(9,206	)		(19,408	)		(11,225	)
Depreciation and amortization expenses		(4,593	)		(4,250	)		(9,109	)		(8,488	)		(16,481	)		(10,383	)
Gross profit		3,055			2,447			2,127			2,442			6,938			2,425

Project development costs		(435	)		(1,825	)		(810	)		(2,870	)		(2,649	)		(923	)
General and administrative expenses		(2,467	)		(1,722	)		(4,942	)		(3,384	)		(6,369	)		(5,633	)
Other income		722			1,233			1,802			1,431			3,599			2,054
Operating profit (loss)		875			133			(1,823	)		(2,381	)		1,519			(2,077	)

Financing income (expense)		834			(4,430	)		1,428			7,051			2,876			1,628
Financing income (expenses) in connection with derivatives and warrants, net		3,048			815			3,540			439			(3,917	)		4,035
Financing expenses in connection with projects finance		(1,492	)		(1,602	)		(2,922	)		(2,976	)		(6,612	)		(3,331	)
Financing expenses in connection with debentures		(2,578	)		(2,260	)		(6,530	)		(4,000	)		(8,316	)		(7,443	)
Interest expenses on minority shareholder loan		(821	)		(454	)		(1,556	)		(930	)		(2,047	)		(1,774	)
Other financing expenses		(23,371	)		(268	)		(26,560	)		(562	)		(9,342	)		(30,275	)
Financing expenses, net		(24,380	)		(8,199	)		(32,600	)		(978	)		(27,358	)		(37,160	)

Loss before taxes on income		(23,505	)		(8,066	)		(34,423	)		(3,359	)		(25,839	)		(39,237	)
Tax benefit		10,976			849			9,376			1,771			2,528			10,687
Loss for the period from continuing operations		(12,529	)		(7,217	)		(25,047	)		(1,588	)		(23,311	)		(28,550	)
Profit from discontinued operation (net of tax)		83,036			(1,177	)		83,334			12			16,930			94,989
Profit (loss) for the period		70,507			(8,394	)		58,287			(1,576	)		(6,381	)		66,439
Profit (loss) attributable to:
Owners of the Company		72,335			(7,684	)		61,892			310			(2,133	)		70,549
Non-controlling interests		(1,828	)		(710	)		(3,605	)		(1,886	)		(4,248	)		(4,110	)
Profit (loss) for the period		70,507			(8,394	)		58,287			(1,576	)		(6,381	)		66,439
Other comprehensive income (loss) item
that after initial recognition in comprehensive income (loss) were or will be transferred to profit or loss:
Foreign currency translation differences for foreign operations		14,016			490			16,518			(9,048	)		2,517			18,829
Foreign currency translation differences for foreign operations that were recognized in profit or loss		(9,225	)		-			(9,225	)		-			-			(10,515	)
Effective portion of change in fair value of cash flow hedges		360			(1,630	)		4,444			2,634			2,546			5,066
Net change in fair value of cash flow hedges transferred to profit or loss		(2,364	)		(2,619	)		(3,032	)		(2,282	)		(2,734	)		(3,456	)
Total other comprehensive income (loss)		2,787			(3,759	)		8,705			(8,696	)		2,329			9,924

Total other comprehensive income (loss) attributable to:
Owners of the Company		3,493			(1,898	)		7,703			(8,855	)		2,336			8,781
Non-controlling interests		(706	)		(1,861	)		1,002			159			(7	)		1,143
Total other comprehensive income (loss) for the period		2,787			(3,759	)		8,705			(8,696	)		2,329			9,924
Total comprehensive income (loss) for the period		73,294			(12,153	)		66,992			(10,272	)		(4,052	)		76,363

Total comprehensive income (loss) attributable to:
Owners of the Company		75,828			(9,582	)		69,595			(8,545	)		203			79,330
Non-controlling interests		(2,534	)		(2,571	)		(2,603	)		(1,727	)		(4,255	)		(2,967	)
Total comprehensive income (loss) for the period		73,294			(12,153	)		66,992			(10,272	)		(4,052	)		76,363

Convenience translation into US$ (exchange rate as at June 30, 2026: euro 1 = US $ 1.14)

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (Loss) (cont’d)

	For the three months ended June 30,					For the six months ended June 30,					For the year ended December 31,			For the six months ended June 30,
	2026		2025			2026			2025		2025			2026
	Unaudited										Audited			Unaudited
	€ in thousands (except per share data)													Convenience Translation into US$*
Basic profit (loss) per share		5.25		(0.60	)		4.49			0.02		(0.16	)		5.12
Diluted profit (loss) per share		5.25		(0.60	)		4.47			0.02		(0.16	)		5.10

Basic profit (loss) per share continuing operations		5.24		(0.51	)		(1.56	)		0.02		(1.44	)		(1.77	)
Diluted profit (loss) per share continuing operations		5.24		(0.51	)		(1.55	)		0.02		(1.44	)		(1.77	)

Basic profit per share discontinued operation		0.01		0.09			6.05			-		1.28			6.89
Diluted profit per share discontinued operation		0.01		0.09			6.02			-		1.28			6.86

Convenience translation into US$ (exchange rate as at June 30, 2026: euro 1 = US$ 1.14)

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Changes in Equity

					Attributable to shareholders of the Company
	Share capital		Share premium		Retained earnings (accumulated deficit)			Treasury shares			Translation reserve from foreign operations			Hedging reserve		Transaction reserve with non-controlling interests		Total			Non- controlling Interests			Total Equity
		€ in thousands
For the six months ended
June 30, 2026 (unaudited):
Balance as at January 1, 2026		28,002		96,585		(13,694	)		(1,736	)		10,935			5,739		14,757		140,588			24,552			165,140
Profit (loss) for the period		-		-		61,892			-			-			-		-		61,892			(3,605	)		58,287
Other comprehensive income (loss) for the period		-		-		-			-			6,995			708		-		7,703			1,002			8,705
Total comprehensive income (loss) for the period		-		-		61,892			-			6,995			708		-		69,595			(2,603	)		66,992
Transactions with owners of the Company, recognized directly in equity:
Proceeds from transactions with non-controlling interests		-		-		-			-			-			-		6		6			-			6
Options exercise		6		18		-			-			-			-		-		24			-			24
Share-based payments		-		154		-			-			-			-		-		154			-			154
Balance as at June 30, 2026		28,008		96,757		48,198			(1,736	)		17,930			6,447		14,763		210,367			21,949			232,316

For the six months ended
June 30, 2025 (unaudited):
Balance as at January 1, 2025		25,613		86,271		(11,561	)		(1,736	)		8,446			5,892		5,697		118,622			10,663			129,285
Profit (loss) for the period		-		-		310			-			-			-		-		310			(1,886	)		(1,576	)
Other comprehensive income (loss) for the period		-		-		-			-			(8,900	)		45		-		(8,855	)		159			(8,696	)
Total comprehensive income (loss) for the period		-		-		310			-			(8,900	)		45		-		(8,545	)		(1,727	)		(10,272	)
Transactions with owners of the Company, recognized directly in equity:
Sale of shares in subsidiaries from non-controlling interests		-		-		-			-			-			-		9,060		9,060			16,996			26,056
Issuance of capital note to non-controlling interest		-		-		-			-			-			-		-		-			1,148			1,148
Share-based payments		-		4		-			-			-			-		-		4			-			4
Balance as at June 30, 2025		25,613		86,275		(11,251	)		(1,736	)		(454	)		5,937		14,757		119,141			27,080			146,221

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Changes in Equity (cont’)

					Attributable to shareholders of the Company
	Share capital		Share premium		Accumulated deficit			Treasury shares			Translation reserve from foreign operations		Hedging reserve			Transaction reserve with non-controlling interests		Total			Non- controlling interests			Total Equity
	€ in thousands
For the year ended
December 31, 2025 (audited):
Balance as at January 1, 2025		25,613		86,271		(11,561	)		(1,736	)		8,446		5,892			5,697		118,622			10,663			129,285
Loss for the year		-		-		(2,133	)		-			-		–			-		(2,133	)		(4,248	)		(6,381	)
Other comprehensive income (loss) for the year		-		-		-			-			2,489		(153	)		-		2,336			(7	)		2,329
Total comprehensive income (loss) for the year		-		-		(2,133	)		-			2,489		(153	)		-		203			(4,255	)		(4,052	)
Transactions with owners of the Company, recognized directly in equity:
Sale of shares in subsidiaries from non-controlling interests		-		-		-			-			-		-			9,060		9,060			16,997			26,057
Options exercise		7		17		-			-			-		-			-		24			-			24
Issuance of ordinary shares		2,382		10,281		-			-			-		-			-		12,663			-			12,663
Issuance of capital note to non-controlling interests		-		-		-			-			-		-			-		-			1,147			1,147
Share-based payments		-		16		-			-			-		-			-		16			-			16
Balance as at December 31, 2025		28,002		96,585		(13,694	)		(1,736	)		10,935		5,739			14,757		140,588			24,552			165,140

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Changes in Equity (cont’d)

					Attributable to shareholders of the Company
	Share capital		Share premium		Accumulated deficit (retained earnings)			Treasury shares			Translation reserve from foreign operations		Hedging Reserve		Transaction reserve with Non-controlling interests		Total		Non- controlling interests			Total Equity
	Convenience translation into US$ (exchange rate as at June 30, 2026: euro 1 = US$ 1.14)
For the six months ended June 30, 2026 (unaudited):
Balance as at January 1, 2026		31,918		110,092		(15,610	)		(1,979	)		12,464		6,542		16,821		160,248		27,986			188,234
Profit (loss) for the period		-		-		70,549			-			-		-		-		70,549		(4,110	)		66,439
Other comprehensive income (loss) for the period		-		-		-			-			7,974		807		-		8,781		1,143			9,924
Total comprehensive income (loss) for the period		-		-		70,549			-			7,974		807		-		79,330		(2,967	)		76,363
Transactions with owners of the Company, recognized directly in equity:
Proceeds from transactions with non-controlling interests		-		-		-			-			-		-		7		7		-			7
Options exercise		7		21		-			-			-		-		-		28		-			28
Share-based payments		-		176		-			-			-		-		-		176		-			176
Balance as at June 30, 2026		31,925		110,289		54,939			(1,979	)		20,438		7,349		16,828		239,789		25,019			264,808

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Cash Flow

	For the three months ended June 30,						For the six months ended June 30,						For the year ended December 31,			For the six months ended June 30
	2026			2025			2026			2025			2025			2026
	Unaudited												Audited			Unaudited
	€ in thousands															Convenience Translation into US$*
Cash flows from operating activities
Profit (loss) for the period		70,507			(8,394	)		58,287			(1,576	)		(6,381	)		66,439
Adjustments for:
Financing expenses, net		24,380			8,199			32,600			978			27,358			37,160
Profit from settlement of derivatives contract		-			-			-			-			424			-
Profit from discontinued operations		(110,804	)		-			(110,804	)		-			-			(126,301	)
Share of (profits) loss of equity accounted investee		-			1,177			(298	)		(12	)		(16,930	)		(340	)
Taxes on income in connection with the sale of an equity accounted investee		27,785			-			27,785			-			-			31,671
Depreciation and amortization expenses		4,593			4,250			9,109			8,488			16,481			10,383
Share-based payment transactions		154			-			154			4			16			176
Loss on early redemption of debentures		(1,224	)		-			(1,224	)		-			-			(1,395	)
Change in trade receivables and other receivables		1,516			1,207			(2,295	)		7,385			5,883			(2,616	)
Change in other assets		(196	)		(506	)		(196	)		(1,002	)		(713	)		(224	)
Change in trade payables		20			1,411			(80	)		2,678			551			(91	)
Change in other payables		2,272			548			1,003			(4,810	)		(5,832	)		1,143
Tax benefit		(10,976	)		(849	)		(9,376	)		(1,771	)		(2,528	)		(10,687	)
Income taxes paid		104			(27	)		(500	)		(27	)		(583	)		(571	)
Interest received		616			993			1,325			1,344			2,160			1,510
Interest paid		(6,002	)		(3,218	)		(9,231	)		(6,626	)		(17,470	)		(10,522	)
		(72,305	)		13,185			(62,028	)		6,629			8,817			(70,704	)
Net cash provided by (used in) operating activities		(1,799	)		4,791			(3,741	)		5,053			2,436			(4,265	)
Cash flows from investing activities
Acquisition of fixed assets		(55,193	)		(18,380	)		(66,408	)		(36,930	)		(97,828	)		(75,696	)
Interest paid capitalized to fixed assets		(832	)		(951	)		(1,806	)		(1,827	)		(4,052	)		(2,059	)
Proceeds from a sale of an equity accounted investee		167,503			-			167,503			-			-			190,930
Advances on account of investments		-			-			-			-			547			-
Proceeds from (investment in) in restricted cash, net		21,857			(10,473	)		2,131			(9,166	)		1,584			2,429
Investment in short-term deposits, net		(55,025	)		39,132			(55,025	)		-			-			(62,721	)
Net cash provided by (used in) investing activities		78,310			9,328			46,395			(47,923	)		(99,749	)		52,883
Cash flows from financing activities
Issuance of warrants		-			475			-			475			475			-
Cost associated with long-term loans		(629	)		(399	)		(1,332	)		(1,057	)		(4,575	)		(1,518	)
Proceeds from issuance of shares		-			-			-			-			12,663			-
Options exercise		-			-			24			-			-			27
Sale of shares in subsidiaries to non-controlling interests		-			20,852			6			20,852			-			7
Proceeds from minority partners in the Italian solar portfolio		-			-			-			-			51,458			-
Payment of principal of lease liabilities		(235	)		(80	)		(541	)		(452	)		(1,548	)		(617	)
Proceeds from short-term loans		11,194			17,434			24,338			17,434			-			27,742
Proceeds from long-term loans		11,735			159			43,852			465			51,681			49,985
Repayment of long-term loans		(23,727	)		(4,961	)		(25,537	)		(6,753	)		(35,414	)		(29,109	)
Repayment of debentures		(48,627	)		(35,691	)		(63,941	)		(35,691	)		(35,691	)		(72,884	)
Proceeds from issuance of debentures, net		-			-			-			56,729			91,181			-
Proceeds from the sale of tax credits		-			-			3,980			-			10,160			4,537
Proceeds from exercise of options		-			-			-			-			24			-
Net cash provided by (used in) financing activities		(50,289	)		(2,211	)		(19,151	)		52,002			140,414			(21,830	)
Effect of exchange rate fluctuations on cash and cash equivalents		3,554			(556	)		2,357			(3,766	)		3,379			2,687
Increase in cash and cash equivalents		29,777			11,352			25,860			5,366			46,480			29,475
Cash and cash equivalents at the beginning of the period		83,697			35,148			87,614			41,134			41,134			99,869
Cash and cash equivalents at the end of the period		113,474			46,500			113,474			46,500			87,614			129,344

Convenience translation into US$ (exchange rate as at June 30, 2026: euro 1 = US$ 1.14)

Ellomay Capital Ltd. and its Subsidiaries

Operating Segments (Unaudited)

				Spain									USA			Netherlands								Total
	Italy			Subsidized			28 MV															Israel		reportable						Total
	Solar			Plants			Solar			Talasol			Solar			Biogas			Dorad¹			Manara		segments			Reconciliations			consolidated
	For the six months ended June 30, 2026
	€ in thousands
Revenues		2,282			1,222			394			8,339			717			8,130			15,195			-		36,279			(15,195	)		21,084
Operating expenses		(391	)		(214	)		(285	)		(1,959	)		(156	)		(6,842	)		(11,732	)		-		(21,579	)		11,731			(9,848	)
Depreciation expenses		(974	)		(491	)		(476	)		(5,798	)		(866	)		(453	)		(1,454	)		-		(10,512	)		1,403			(9,109	)
Gross profit (loss)		917			517			(367	)		582			(305	)		835			2,009			-		4,188			(2,061	)		2,127

Project development costs																															(810	)
General and administrative expenses																															(4,942	)
Other income, net																															1,802
Operating profit (loss)																															(1,823	)
Financing income																															1,428
Financing income in connection with derivatives and warrants, net																															3,540
Financing expenses in connection with projects finance																															(2,922	)
Financing expenses in connection with debentures																															(6,530	)
Interest expenses on minority shareholder loan																															(1,556	)
Other financing expenses
Financing expenses, net																															(26,560	)
Loss before taxes on income from continuing operations																															(34,423	)
Profit from discontinued operation (net of tax) ¹																															83,334

Segment assets as at June 30, 2026		205,207			12,340			18,182			204,448			93,417			32,930			-			259,495		826,019			133,168			959,187

As a result of the sale of the Company’s indirect holdings in Ellomay Luzon Energy, the Company’s share of profits of Dorad, was recognized only up to the date of signing of the sale agreement and presented as discontinued operations.

Ellomay Capital Ltd. and its Subsidiaries

Reconciliation of Profit (Loss) to EBITDA (Unaudited)

	For the three months ended June 30,						For the six months ended June 30,						For the year ended December 31,			For the six months ended June 30,
	2026			2025			2026			2025			2025			2026
	€ in thousands															Convenience Translation into US$ in thousands*
Net profit (loss) for the period		70,507			(8,394	)		58,287			(1,576	)		(6,381	)		66,439
Financing expenses, net		24,380			8,199			32,600			978			27,358			37,160
Tax benefit		(10,976	)		(849	)		(9,376	)		(1,771	)		(2,528	)		(10,687	)
Depreciation and amortization expenses		4,593			4,250			9,109			8,488			16,481			10,383
EBITDA		88,504			3,206			90,620			6,119			34,930			103,295

Convenience translation into US$ (exchange rate as at June 30, 2026: euro 1 = US$ 1.14)

Ellomay Capital Ltd. and its Subsidiaries

Information for the Company’s Debenture Holders

Financial Covenants

Pursuant to the Deeds of Trust governing the Company’s Series D, Series F and Series G Debentures (together, the “Debentures”), the Company is required to maintain certain financial covenants. For more information, see Items 4.A and 5.B of the Company’s Annual Report on Form 20-F submitted to the Securities and Exchange Commission dated April 30, 2026, and below.

Net Financial Debt

As of June 30, 2026, the Company’s Net Financial Debt, (as such term is defined in the Deeds of Trust of the Company’s Debentures), was approximately €50.9 million (consisting of approximately €416.6² million of short-term and long-term debt from banks and other interest bearing financial obligations, approximately €217.7³ million in connection with (i) the Series D Convertible Debentures issuance (in February 2021), (ii) the Series F Debentures issuance (in January, April, August and November 2024) and (iii) the Series G Debentures issuance (in February and December 2025)), net of approximately €166.8 million of cash and cash equivalents, short-term deposits and marketable securities and net of approximately €416.6⁴ million of project finance and related hedging transactions of the Company’s subsidiaries).

The amount of short-term and long-term debt from banks and other interest-bearing financial obligations provided above, includes an amount of approximately €5.5 million costs associated with such debt, which was capitalized and therefore offset from the debt amount that is recorded in the Company’s balance sheet.

The amount of the debentures provided above includes an amount of approximately €3.4 million associated costs, which was capitalized and discount or premium and therefore offset from the debentures amount that is recorded in the Company’s balance sheet. This amount also includes the accrued interest as at June 30, 2026 in the amount of approximately €1.3 million.

⁴

The project finance amount deducted from the calculation of Net Financial Debt includes project finance obtained from various sources, including financing entities and the minority shareholders in project companies held by the Company (provided in the form of shareholders’ loans to the project companies).

Ellomay Capital Ltd. and its Subsidiaries

Information for the Company’s Debenture Holders (cont’d)

Information for the Company’s Series D Debenture Holders

The Deed of Trust governing the Company’s Series D Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series D Deed of Trust is a cause for immediate repayment. As of June 30, 2026, the Company was in compliance with the financial covenants set forth in the Series D Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series D Deed of Trust) was approximately €220.9 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 18.7%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA⁵ was 0.4.

The following is a reconciliation between the Company’s loss and the Adjusted EBITDA (as defined in the Series D Deed of Trust) for the four-quarter period ended June 30, 2026:

	For the four-quarter period ended June 30, 2026
	Unaudited
	€ in thousands
Profit for the period		53,482
Financing expenses, net		58,980
Tax benefit		(10,133	)
Depreciation and amortization expenses		17,102
Share-based payments		166
Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters⁶		210
Adjusted EBITDA as defined the Series D Deed of Trust		119,807

⁵

The term “Adjusted EBITDA” is defined in the Series D Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series D Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series D Deed of Trust). The Series D Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series D Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of NON-IFRS Financial Measures.”

⁶

The adjustment is based on the results of solar plants in the USA that were connected to the grid and commenced delivery of electricity to the grid during the four quarters preceding June 30, 2026.

Ellomay Capital Ltd. and its Subsidiaries

Information for the Company’s Debenture Holders (cont’d)

Information for the Company’s Series F Debenture Holders

The Deed of Trust governing the Company’s Series F Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series F Deed of Trust is a cause for immediate repayment. As of June 30, 2026, the Company was in compliance with the financial covenants set forth in the Series F Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series F Deed of Trust) was approximately €220.2 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 18.8%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA⁷ was 0.4.

The following is a reconciliation between the Company’s loss and the Adjusted EBITDA (as defined in the Series F Deed of Trust) for the four-quarter period ended June 30, 2026:

	For the four-quarter period ended June 30, 2026
	Unaudited
	€ in thousands
Profit for the period		53,482
Financing expenses, net		58,980
Taxes on income		(10,133	)
Depreciation and amortization expenses		17,102
Share-based payments		166
Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters⁸		210
Adjusted EBITDA as defined the Series F Deed of Trust		119,807

⁷

The term “Adjusted EBITDA” is defined in the Series F Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series F Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series F Deed of Trust). The Series F Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series F Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of Non-IFRS Financial Measures.”

⁸

The adjustment is based on the results of solar plants in the USA that were connected to the grid and commenced delivery of electricity to the grid during the four quarters preceding June 30, 2026.

Ellomay Capital Ltd. and its Subsidiaries

Information for the Company’s Debenture Holders (cont’d)

Information for the Company’s Series G Debenture Holders

The Deed of Trust governing the Company’s Series G Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series G Deed of Trust is a cause for immediate repayment. As of June 30, 2026, the Company was in compliance with the financial covenants set forth in the Series G Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series G Deed of Trust) was approximately €220.2 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 18.8%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA⁹ was 0.4.

The following is a reconciliation between the Company’s loss and the Adjusted EBITDA (as defined in the Series G Deed of Trust) for the four-quarter period ended June 30, 2026:

	For the four-quarter period ended June 30, 2026
	Unaudited
	€ in thousands
Profit for the period		53,482
Financing expenses, net		58,980
Taxes on income		(10,133	)
Depreciation and amortization expenses		17,102
Share-based payments		166
Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters¹⁰		210
Adjusted EBITDA as defined the Series G Deed of Trust		119,807

⁹

The term “Adjusted EBITDA” is defined in the Series G Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series G Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series G Deed of Trust). The Series G Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series G Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of Non-IFRS Financial Measures.”

¹⁰

The adjustment is based on the results of solar plants in the USA that were connected to the grid and commenced delivery of electricity to the grid during the four quarters preceding June 30, 2026.

Exhibit 99.2

Ellomay Capital Ltd. and its
Subsidiaries

Unaudited Condensed
Consolidated Interim Financial
Statements

As at June 30, 2026

Ellomay Capital Ltd. and its Subsidiaries

Unaudited Condensed Consolidated Interim Financial Statements

Contents

	Page

Unaudited condensed consolidated interim statements of financial position	F-2

Unaudited condensed consolidated interim statements of profit or loss and other comprehensive income or loss	F-3

Unaudited condensed consolidated interim statements of changes in equity	F-4 - F-7

Unaudited condensed consolidated interim statements of cash flows	F-8

Notes to the condensed consolidated interim financial statements	F-9 - F-21

F-1

Ellomay Capital Ltd. and its Subsidiaries

Unaudited Condensed Consolidated Interim Statements of Financial Position

		June 30,			December 31,			June 30,
		2026			2025			2026
								Convenience Translation
	Note	€ in thousands						into US$ in thousands*
Assets
Current assets:
Cash and cash equivalents			113,474			87,614			129,344
Short-term deposits			53,322			-			60,780
Restricted cash	4		590			656			673
Intangible asset from green certificates			602			29			686
Trade and revenue receivables	5		7,630			7,236			8,697
Other receivables	5		15,365			14,918			17,514
Derivatives	7		5,057			3,743			5,764
			196,040			114,196			223,458
Non-current assets
Investment in equity accounted investee	6A		-			59,542			-
Fixed assets	8		654,974			566,876			746,578
Right-of-use asset	13		48,380			44,386			55,146
Restricted cash and deposits	4		15,695			16,071			17,890
Deferred tax			9,652			11,914			11,002
Long term receivables	5		20,870			18,097			23,789
Derivatives	7		13,576			12,433			15,475
			763,147			729,319			869,880
Total assets			959,187			843,515			1,093,338

Liabilities and Equity
Current liabilities
Current maturities of long-term bank loans	6D		45,481			17,235			51,842
Current maturities of other long-term loans			6,124			3,666			6,980
Current maturities of debentures			55,702			39,803			63,492
Trade payables			11,792			6,719			13,441
Other payables	9		18,204			16,633			20,751
Derivatives	7		1,534			675			1,749
Current maturities of lease liabilities			950			844			1,083
Income tax payables			16,721			512			19,060
Warrants	7		2,062			5,929			2,350
			158,570			92,016			180,748
Non-current liabilities
Long-term lease liabilities	11		39,266			35,491			44,758
Long-term bank loans			298,808			272,388			340,599
Other long-term loans			60,688			58,457			69,176
Debentures			157,261			209,374			179,255
Deferred tax			3,478			3,170			3,964
Other long-term liabilities			7,833			6,179			8,928
Derivatives	7		967			1,300			1,102
			568,301			586,359			647,782
Total liabilities			726,871			678,375			828,530

Equity
Share capital			28,008			28,002			31,925
Share premium			96,757			96,585			110,289
Treasury shares			(1,736	)		(1,736	)		(1,979	)
Transaction reserve with non-controlling interests			14,763			14,757			16,828
Reserves			24,377			16,674			27,787
Retained earnings (accumulated deficit)			48,198			(13,694	)		54,939
Total equity attributed to shareholders of the Company			210,367			140,588			239,789
Non-controlling interest			21,949			24,552			25,019
Total equity			232,316			165,140			264,808
Total liabilities and equity			959,187			843,515			1,093,338

Convenience translation into US$ (exchange rate as at June 30, 2026: EUR 1 = US$ 1.14)

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

F-2

Ellomay Capital Ltd. and its Subsidiaries

Unaudited Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income or Loss

	For the six months ended June 30,						For the year ended December 31,			For the six months ended June 30,
	2026			2025			2025			2026
	€ in thousands (except per share amounts)									Convenience Translation into US$*

Revenues		21,084			20,136			42,827			24,033
Operating expenses		(9,848	)		(9,206	)		(19,408	)		(11,225	)
Depreciation and amortization expenses		(9,109	)		(8,488	)		(16,481	)		(10,383	)
Gross profit		2,127			2,442			6,938			2,425
Project development costs		(810	)		(2,870	)		(2,649	)		(923	)
General and administrative expenses		(4,942	)		(3,384	)		(6,369	)		(5,633	)
Other income		1,802			1,431			3,599			2,054
Operating profit (loss)		(1,823	)		(2,381	)		1,519			(2,077	)
Financing income		1,428			7,051			2,876			1,628
Financing income in connection with derivatives and warrants, net		3,540			439			(3,917	)		4,035
Financing expenses		(37,568	)		(8,468	)		(26,317	)		(42,823	)
Financing expenses, net		(32,600	)		(978	)		(27,358	)		(37,160	)
Loss before taxes on income		(34,423	)		(3,359	)		(25,839	)		(39,237	)
Tax benefit		9,376			1,771			2,528			10,687
Loss from continuing operations		(25,047	)		(1,588	)		(23,311	)		(28,550	)
Profit from discontinued operations (net of tax) (see Note 6A)		83,334			12			16,930			94,989
Profit (loss) for the period		58,287			(1,576	)		(6,381	)		66,439
Profit (loss) attributable to:
Owners of the Company		61,892			310			(2,133	)		70,549
Non-controlling interests		(3,605	)		(1,886	)		(4,248	)		(4,110	)
Profit (loss) for the period		58,287			(1,576	)		(6,381	)		66,439
Other comprehensive income (loss) items that after initial recognition in comprehensive income (loss) were or will be transferred to profit or loss:
Foreign currency translation differences for foreign operations		16,518			(9,048	)		2,517			18,829
Foreign currency translation differences for foreign operations that were recognized in profit or loss		(9,225	)		-			-			(10,515	)
Effective portion of change in fair value of cash flow hedges		4,444			2,634			2,546			5,066
Net change in fair value of cash flow hedges transferred to profit or loss		(3,032	)		(2,282	)		(2,734	)		(3,456	)
Total other comprehensive income (loss)		8,705			(8,696	)		2,329			9,924
Total other comprehensive income (loss) attributable to:
Owners of the Company		7,703			(8,855	)		2,336			8,781
Non-controlling interests		1,002			159			(7	)		1,143
Total other comprehensive income (loss)		8,705			(8,696	)		2,329			9,924
Total comprehensive income (loss) for the period		66,992			(10,272	)		(4,052	)		76,363
Total comprehensive income (loss) for the period attributable to:
Owners of the Company		69,595			(8,545	)		203			79,330
Non-controlling interests		(2,603	)		(1,727	)		(4,255	)		(2,967	)
Total comprehensive income (loss) for the period		66,992			(10,272	)		(4,052	)		76,363

Basic profit (loss) per share		4.49			0.02			(0.16	)		5.12
Diluted profit (loss) per share		4.47			0.02			(0.16	)		5.10
Basic profit (loss) per share from continuing operations		(1.56	)		0.02			(1.44	)		(1.77	)
Diluted profit (loss) per share from continuing operations		(1.55	)		0.02			(1.44	)		(1.77	)
Basic profit per share from discontinued operation		6.05			-			1.28			6.89
Diluted profit per share from discontinued operation		6.02			-			1.28			6.86

Convenience translation into US$ (exchange rate as at June 30, 2026: EUR 1 = US$ 1.14)

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

F-3

Ellomay Capital Ltd. and its Subsidiaries

Unaudited Condensed Consolidated Interim Statements of Changes in Equity

					Attributable to shareholders of the Company
	Share capital		Share premium		Retained earnings (accumulated deficit)			Treasury shares			Translation reserve from foreign operations		Hedging reserve		Transaction reserve with non-controlling interests		Total		Non- controlling interests			Total Equity
	€ in thousands
For the six months ended June 30, 2026:
Balance as at January 1, 2026		28,002		96,585		(13,694	)		(1,736	)		10,935		5,739		14,757		140,588		24,552			165,140
Profit (loss) for the period		-		-		61,892			-			-		-		-		61,892		(3,605	)		58,287
Other comprehensive income (loss) for the period		-		-		-			-			6,995		708		-		7,703		1,002			8,705
Total comprehensive income (loss) for the period		-		-		61,892			-			6,995		708		-		69,595		(2,603	)		66,992
Transactions with owners of the Company, recognized directly in equity:
Proceeds from transactions with non-controlling interests		-		-		-			-			-		-		6		6		-			6
Options exercise		6		18		-			-			-		-		-		24		-			24
Share-based payments		-		154		-			-			-		-		-		154		-			154
Balance as at June 30, 2026		28,008		96,757		48,198			(1,736	)		17,930		6,447		14,763		210,367		21,949			232,316

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

F-4

Ellomay Capital Ltd. and its Subsidiaries

Unaudited Condensed Consolidated Interim Statements of Changes in Equity (cont’d)

					Attributable to shareholders of the Company
	Share capital		Share premium		Accumulated deficit			Treasury shares			Translation reserve from foreign operations			Hedging reserve		Transaction reserve with non-controlling interests		Total			Non- controlling interests			Total Equity
	€ in thousands
For the six months ended June 30, 2025:
Balance as at January 1, 2025		25,613		86,271		(11,561	)		(1,736	)		8,446			5,892		5,697		118,622			10,663			129,285
Profit (loss) for the period		-		-		310			-			-			-		-		310			(1,886	)		(1,576	)
Other comprehensive income (loss) for the period		-		-		-			-			(8,900	)		45		-		(8,855	)		159			(8,696	)
Total comprehensive income (loss) for the period		-		-		310			-			(8,900	)		45		-		(8,545	)		(1,727	)		(10,272	)
Transactions with owners of the Company, recognized directly in equity:
Sale of shares in subsidiaries from non-controlling interests (see Note 1B)		-		-		-			-			-			-		9,060		9,060			16,996			26,056
Issuance of capital note to non-controlling interest		-		-		-			-			-			-		-		-			1,148			1,148
Share-based payments		-		4		-			-			-			-		-		4			-			4
Balance as at June 30, 2025		25,613		86,275		(11,251	)		(1,736	)		(454	)		5,937		14,757		119,141			27,080			146,221

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

F-5

Ellomay Capital Ltd. and its Subsidiaries

Unaudited Condensed Consolidated Interim Statements of Changes in Equity (cont’d)

					Attributable to shareholders of the Company
	Share capital		Share premium		Accumulated deficit			Treasury shares			Translation reserve from foreign operations		Hedging reserve			Transaction reserve with non-controlling interests		Total			Non- controlling interests			Total Equity
	€ in thousands
For the year ended December 31, 2025 (audited):
Balance as at January 1, 2025		25,613		86,271		(11,561	)		(1,736	)		8,446		5,892			5,697		118,622			10,663			129,285
Loss for the year		-		-		(2,133	)		-			-		–			-		(2,133	)		(4,248	)		(6,381	)
Other comprehensive income (loss) for the year		-		-		-			-			2,489		(153	)		-		2,336			(7	)		2,329
Total comprehensive income (loss) for the year		-		-		(2,133	)		-			2,489		(153	)		-		203			(4,255	)		(4,052	)
Transactions with owners of the Company, recognized directly in equity:
Sale of shares in subsidiaries from non-controlling interests		-		-		-			-			-		-			9,060		9,060			16,997			26,057
Options exercise		7		17		-			-			-		-			-		24			-			24
Issuance of ordinary shares		2,382		10,281		-			-			-		-			-		12,663			-			12,663
Issuance of capital note to non-controlling interests		-		-		-			-			-		-			-		-			1,147			1,147
Share-based payments		-		16		-			-			-		-			-		16			-			16
Balance as at December 31, 2025		28,002		96,585		(13,694	)		(1,736	)		10,935		5,739			14,757		140,588			24,552			165,140

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

F-6

Ellomay Capital Ltd. and its Subsidiaries

Unaudited Condensed Consolidated Interim Statements of Changes in Equity (cont’d)

					Attributable to shareholders of the Company
	Share capital		Share premium		Retained earnings (accumulated deficit)			Treasury shares			Translation reserve from foreign operations		Hedging reserve		Transaction reserve with non-controlling interests		Total		Non- controlling interests			Total Equity
	Convenience translation into US$*
For the six months ended June 30, 2026:
Balance as at January 1, 2026		31,918		110,092		(15,610	)		(1,979	)		12,464		6,542		16,821		160,248		27,986			188,234
Profit (loss) for the period		-		-		70,549			-			-		-		-		70,549		(4,110	)		66,439
Other comprehensive income (loss) for the period		-		-		-			-			7,974		807		-		8,781		1,143			9,924
Total comprehensive income (loss) for the period		-		-		70,549			-			7,974		807		-		79,330		(2,967	)		76,363
Transactions with owners of the Company, recognized directly in equity:
Proceeds from transactions with non-controlling interests		-		-		-			-			-		-		7		7		-			7
Options exercise		7		21		-			-			-		-		-		28		-			28
Share-based payments		-		176		-			-			-		-		-		176		-			176
Balance as at June 30, 2026		31,925		110,289		54,939			(1,979	)		20,438		7,349		16,828		239,789		25,019			264,808

Convenience translation into US$ (exchange rate as at June 30, 2026: EUR 1 = US$ 1.14)

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

F-7

Ellomay Capital Ltd. and its Subsidiaries

Unaudited Condensed Consolidated Interim Statements of Cash Flows

	For the six months ended June 30,						For the year ended December 31,			For the six months ended June 30,
	2026			2025			2025			2026
	€ in thousands									Convenience Translation into US$*
Cash flows from operating activities
Profit (loss) for the period		58,287			(1,576	)		(6,381	)		66,439
Adjustments for:
Financing expenses, net		32,600			978			27,358			37,160
Profit from settlement of derivatives contract		-			-			424			-
Depreciation and amortization expenses		9,109			8,488			16,481			10,383
Share-based payment transactions		154			4			16			176
Loss on early redemption of debentures		(1,224	)		-			-			(1,395	)
Profit from discontinued operations		(110,804	)		-			-			(126,301	)
Share of profit of equity accounted investee		(298	)		(12	)		(16,930	)		(340	)
Taxes on income in connection with the sale of an equity accounted investee		27,785			-			-			31,671
Change in trade receivables and other receivables		(2,295	)		7,385			5,883			(2,616	)
Change in other assets		(196	)		(1,002	)		(713	)		(224	)
Change in trade payables		(80	)		2,678			551			(91	)
Change in other payables		1,003			(4,810	)		(5,832	)		1,143
Tax benefit		(9,376	)		(1,771	)		(2,528	)		(10,687	)
Income taxes paid		(500	)		(27	)		(583	)		(571	)
Interest received		1,325			1,344			2,160			1,510
Interest paid		(9,231	)		(6,626	)		(17,470	)		(10,522	)
Net cash provided by (used in) operating activities		(3,741	)		5,053			2,436			(4,265	)
Cash flows from investing activities
Acquisition of fixed assets		(66,408	)		(36,930	)		(97,828	)		(75,696	)
Interest paid capitalized to fixed assets		(1,806	)		(1,827	)		(4,052	)		(2,059	)
Proceeds from a sale of an equity accounted investee		167,503			-			-			190,930
Advances on account of investments		-			-			547			-
Proceeds from (investment in) restricted cash, net		2,131			(9,166	)		1,584			2,429
Investment in short-term deposits, net		(55,025	)		-			-			(62,721	)
Net cash provided by (used in) investing activities		46,395			(47,923	)		(99,749	)		52,883
Cash flows from financing activities
Issuance of warrants		-			475			475			-
Cost associated with long term loans		(1,332	)		(1,057	)		(4,575	)		(1,518	)
Proceeds from issuance of shares		-			-			12,663			-
Options exercise		24			-			-			27
Sale of shares in subsidiaries to non-controlling interests		6			20,852			-			7
Proceeds from minority partners in the Italian solar portfolio		-			-			51,458			-
Payment of principal of lease liabilities		(541	)		(452	)		(1,548	)		(617	)
Proceeds from short-term loans		24,338			17,434			-			27,742
Proceeds from long-term loans		43,852			465			51,681			49,985
Repayment of long-term loans		(25,537	)		(6,753	)		(35,414	)		(29,109	)
Repayment of debentures		(63,941	)		(35,691	)		(35,691	)		(72,884	)
Proceeds from issuance of debentures, net		-			56,729			91,181			-
Proceeds from the sale of tax credits		3,980			-			10,160			4,537
Proceeds from exercise of warrants		-			-			24			-
Net cash provided by (used in) financing activities		(19,151	)		52,002			140,414			(21,830	)

Effect of exchange rate fluctuations on cash and cash equivalents		2,357			(3,766	)		3,379			2,687
Increase in cash and cash equivalents		25,860			5,366			46,480			29,475
Cash and cash equivalents at the beginning of the period		87,614			41,134			41,134			99,869
Cash and cash equivalents at the end of the period		113,474			46,500			87,614			129,344

Convenience translation into US$ (exchange rate as at June 30, 2026: EUR 1 = US$ 1.14)

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

F-8

Ellomay Capital Ltd. and its Subsidiaries

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

Note 1 - General

Ellomay Capital Ltd. (the “Company”) is an Israeli based company whose shares are registered with the NYSE American and with the Tel Aviv Stock Exchange under the trading symbol “ELLO”.

Since 2009, the Company focuses its business in the renewable energy and power sectors in Europe, USA and Israel. To date, the Company has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy, Spain, the Netherlands and the USA.

As of June 30, 2026, the Company owns:

●

Approximately 335.9 MW of operating solar power plants (“Solar Plants”) in Spain (including a 300 MW solar plant in owned by Talasol Solar S.L., which is 51% owned by the Company) and 51% of approximately 38 MW of operating solar power plants in Italy;

●

83.333% of Ellomay Pumped Storage (2014) Ltd., which is involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel (the “Manara PSP”);

●

51% of solar projects in Italy with an aggregate capacity of 160 MW that are under construction;

●

Solar projects in Italy with an aggregate capacity of 210 MW that have reached “ready to build” status; and

●

Solar projects in the Dallas Metropolitan area, Texas, USA with an aggregate capacity of approximately 38 MW that are connected to the grid, 11 MW that are currently in the test run phase prior to commercial operation and 14 MW that are under construction.

The address of the Company’s registered office is 18 Rothschild Blvd., Tel Aviv, Israel.

Material events in the reporting period

Sale of the Company’s Indirect Holdings in Dorad Energy Ltd.

In May 2026, Ellomay Clean Energy LP (“Ellomay Energy LP”), a limited partnership wholly-owned by the Company, sold its holdings in Ellomay Luzon Energy Infrastructures Ltd. (“Ellomay Luzon Energy”) to Amos Luzon Entrepreneurship and Energy Group Ltd. (the “Luzon Group”). Prior to such sale, the Company indirectly held (through Ellomay Clean Energy LP), 50% of the issued and outstanding shares of Ellomay Luzon Energy. Ellomay Luzon Energy’s main asset is its holding of 33.75% of Dorad Energy Ltd. (“Dorad”). The consideration received in connection with the sale of the Ellomay Luzon Energy holdings was based on a Dorad valuation of NIS 4.4 billion (i.e. a valuation of NIS 742.5 million for the Company’s indirect holdings in Dorad). Upon consummation of the sale, the consideration received by the Company (net of 50% of Ellomay Luzon Energy’s net debt (outstanding bank loans minus cash and cash equivalents) in an amount of approximately NIS 182.7 million), was approximately NIS 559.8 million (approximately €167.5 million). For further information concerning the sale see Note 6A.

F-9

Ellomay Capital Ltd. and its Subsidiaries

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

Note 1 - General (cont’d)

Impact of War in Israel

On February 28, 2026, Israel and the United States commenced a large-scale military campaign against Iran and on March 2, 2026, Hezbollah formally joined the war against Israel, attacking mainly northern Israel with rockets and missiles. During April 2026, a temporary ceasefire was agreed between Iran and Israel and the United States and thereafter (on April 17, 2026) a temporary ceasefire between Israel and Lebanon, however fighting has since resumed in southern Lebanon and mainly northern Israel. Due to the ongoing hostilities in the area of the Manara PSP, works on the upper and lower reservoir have stopped, however tunneling works continued as planned. As of the reporting date, work is proceeding in a regular manner across the entire site. However, should the fighting in Lebanon intensify or the security situation in northern Israel deteriorate, additional delays may occur. There is regulatory protection for the senior debt (principal and interest) and for the developer’s expenses under financing-support standards, subject to the approval of the Israeli Electricity Authority. The Company’s management is in contact with the contractor, with the financing consortium, and with the Israeli Electricity Authority with the aim of advancing approval of a compensation framework for the Manara PSP. The discussions are at advanced stages, but at this point there is no certainty regarding the timing of approval of the compensation framework or the type of framework that will be approved.

Note 2 - Basis of Preparation and Significant Accounting Policies

The accounting policies applied by the Company in these condensed consolidated unaudited interim financial statements are the same as those applied by the Company in its annual financial statements for 2025.

Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and do not include all of the information required for full annual financial statements. They should be read in conjunction with the Company’s financial statements as at and for the year ended December 31, 2025 (hereinafter – “the annual financial statements”).

These condensed consolidated interim financial statements were authorized for issue on August 18, 2026.

Use of estimates and judgments

The preparation of financial statements in conformity with IFRS requires management to exercise judgment when making assessments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

The significant judgments made by management in applying the Company’s accounting policies and the principal assumptions used in the estimation of uncertainty were the same as those that applied to the annual financial statements.

Change in Accounting Estimate – Utilization of excess unrecognized financing expenses carried forward to subsequent years

The Company’s 51% indirectly owned subsidiary in Spain, Talasol Solar S.L, recognizes a tax asset for the excess financing expenses available for future utilization, to the extent it is probable that sufficient future taxable income will be available for such utilization. During the reporting period, the Company updated its financial forecasts.

F-10

Ellomay Capital Ltd. and its Subsidiaries

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

Note 2 - Basis of Preparation and Significant Accounting Policies (cont’d)

Use of estimates and judgments (cont’d)

Following this update, the Company revised its estimate regarding the timing and extent of expected utilization of the excess financing expenses. The change in estimate has been accounted for prospectively, in accordance with IAS 8 (Accounting Policies, Changes in Accounting Estimates and Errors), resulting in a decrease approximately €2.4 million to the amount recognized in respect of the deferred tax asset related to the utilization of the excess financing expenses, based on the updated forecasts.

Note 3 - Seasonality

Solar power production has a seasonal cycle due to its dependency on direct and indirect sunlight and the effect the amount of sunlight has on the output of energy produced. Thus, low radiation levels during the winter months decrease power production.

Note 4 - Restricted Cash and Deposits

	June 30, 2026		December 31, 2025
	€ in thousands

Short-term restricted cash		590		656

Restricted cash and bank deposits, long-term ⁽¹⁾		15,695		16,071

(1)	Deposits used to secure obligations towards the Israeli Electricity Authority for the license for the pumped-storage project in the Manara Cliff in Israel and to secure obligations under loan agreements.

Note 5 - Trade and Other Receivables

	June 30, 2026		December 31, 2025
	€ in thousands
Current Assets - Trade and Revenue receivables:
Trade receivable		1,434		958
Income receivable		6,196		6,278
		7,630		7,236
Current Assets - Other receivables:
Government authorities		10,828		8,496
Interest receivable		254		154
Advance tax payment		695		503
Inventory		244		583
Insurance receivable		-		604
Prepaid expenses and other		3,344		4,578
		15,365		14,918
Non-current Assets - Long term receivables:
Prepaid expenses associated with long-term loans		18,832		16,245
Annual rent deposits		719		571
Loans to others		601		545
Other deposits		718		736
		20,870		18,097

F-11

Ellomay Capital Ltd. and its Subsidiaries

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

Note 6 - Investee Companies and Other Investments

Information about investee companies and other investments

Ellomay Luzon Energy and Dorad-

Since November 2010, the Company indirectly (through Ellomay Energy LP), held 50% of Ellomay Luzon Energy. As of December 31, 2025, Ellomay Luzon Energy held 33.75% of Dorad, which owns an approximate 850 MWp dual-fuel operated power plant in the vicinity of Ashkelon, Israel (the “Dorad Power Plant”). Dorad holds production and supply licenses, both expiring in May 2034 and commenced commercial operation in May 2014. The Company’s investment in Ellomay Luzon Energy was accounted for under the equity method.

On March 27, 2026, Ellomay Energy LP and the Luzon Group entered into a share purchase agreement (the “Ellomay Luzon Energy SPA”), following a separation process initiated pursuant to the Ellomay Luzon Energy shareholders’ agreement. Pursuant to the Ellomay Luzon Energy SPA, the Luzon Group will acquire the Ellomay Luzon Energy shares indirectly held by the Company based on a Dorad valuation of NIS 4.4 billion (i.e. a valuation of NIS 742.5 million for the Company’s indirect holdings in Dorad), subject to the fulfillment of customary conditions to closing including the receipt of approvals from the Israeli Electricity Authority, the Israeli Competition Authority and Ellomay Luzon Energy’s lenders, all to the extent required. The sale of the shares was consummated in May 2026. Upon consummation of the sale, the consideration received by the Company (net of 50% of Ellomay Luzon Energy’s net debt (outstanding bank loans minus cash and cash equivalents) in an amount of approximately NIS 182.7 million), was approximately NIS 559.8 million (approximately €167.5 million).

As a result of the sale, 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. The Company’s share of profits in the amount of approximately €0.3 million was recognized up to the date of signing of the share purchase agreement on March 27, 2026 and presented as discontinued operations.

In connection with such sale, the Company recorded a gain of approximately €110.8 million and an income tax expense of approximately €27.8 million. In addition, the sale resulted in the recognition of a tax benefit of €11.8 million, in connection with the utilization of current and carryforward losses. The net gain from the sale, net of the effect of taxes, amounted to approximately €94.8 million. The gain of approximately €110.8 million, net of the related income tax expense of approximately €27.8 million resulted in a recognition of profit from discontinued operations of approximately €83 million.

In preparation for the separation process, the Company agreed with The Phoenix Insurance Company and The Phoenix Pension and Provident Fund Ltd., both Israeli institutional investors, that they will assist the Company in financing the acquisition of Ellomay Luzon Energy’s shares in the event the separation process will result in the Company buying the Ellomay Luzon Energy shares from the Luzon Group. In consideration for their agreement to provide such financing, the Company agreed to pay such entities (in a division of 40.72% and 59.28%, respectively) an amount in cash that equals the difference between the five-day average of the closing price of the Company’s ordinary shares on the Tel Aviv Stock Exchange and NIS 76 (subject to certain customary adjustments), multiplied by up to an aggregate of 263,158. Each Phoenix entity can choose to request such cash payment, in whole or in part, until April 27, 2027. The instrument is measured at fair value, and as of June 30, 2026, a current liability of approximately €0.9 million was recorded in the books, against financing expenses.

F-12

Ellomay Capital Ltd. and its Subsidiaries

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

Note 6 - Investee Companies and Other Investments (cont’d)

Information about investee companies and other investments (cont’d)

Development of Solar Plants in Texas, USA –

Two projects with a capacity of approximately 14 MW each have reached “ready to build” status in May 2026.

Through the agreement to transfer Investment Tax Credits (ITCs) executed in September 2024 by Ellomay USA Inc., the Company’s indirectly wholly-owned subsidiary which owns the US project companies, the Company received approximately $4.7 million (approximately €4.1 million) from the sale of ITCs in February 2026. For more information see Note 12D to the annual financial statements.

Development of Solar Projects in Italy –

In connection with the Framework Agreement executed in December 2019 and further detailed in Note 6.C to the annual financial statements, one solar plant with a capacity of approximately 17.7 MW has reached “ready to build” status in March 2026.

Pumped-storage project in the Manara Cliff in Israel (“Manara PSP”) –

In June 2026, Ellomay Manara obtained a short-term bridge loan from its financing bank in the amount of NIS 70 million plus VAT, backed by a guarantee issued by the parent company of the contractor of the Manara PSP. This short-term loan is expected to be replaced by a two-year financing facility to be provided by Manara PSP’s financing consortium. Refinancing of such two-year facility on a long-term basis will be subject to approval by the Israeli Electricity Authority of compensation for damages incurred by the contractor in connection with the war in Israel, in an amount at least equal to such facility.

Note 7 - Financial Instruments

Fair value

(1)

Financial instruments - the composition of the derivatives

	June 30, 2026			December 31, 2025
	€ in thousands
Derivatives presented under current assets
Swap contracts		150			110
Financial power swap		4,907			3,633
		5,057			3,743

Derivatives presented under non-current assets
Swap contracts		730			844
Financial power swap		12,846			11,589
		13,576			12,433

Derivatives presented under current liabilities
Swap contracts		(33	)		(85	)
Financial power swap		(1,501	)		(590	)
		(1,534	)		(675	)

Derivatives presented under non-current liabilities
Financial power swap		(967	)		(1,300	)
		(967	)		(1,300	)

F-13

Ellomay Capital Ltd. and its Subsidiaries

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

Note 7 - Financial Instruments (cont’d)

Fair value (cont’d)

(2)

Fair values versus carrying amounts

The carrying amounts of certain financial assets and liabilities, including cash and cash equivalents, trade receivables, other receivables, other short-term investments, deposits, derivatives, bank overdraft, short-term loans and borrowings, trade payables and other payables are the same or proximate to their fair value.

The fair values of the other financial assets and liabilities, together with the carrying amounts shown in the statement of financial position, are as follows:

June 30, 2026

Carrying

Fair value

Valuation
techniques for
determining

Inputs used to
determine

amount

Level 1

Level 2

Level 3

fair value

€ in thousands

Non-current liabilities:

Debentures

212,963

218,907

Market price

Loans from banks and others (including current maturities)

411,101

346,956

Discounting future cash flows by the market interest rate on the date of measurement.

Discount rate of Euribor+ 2%-2.5% with a zero floor; Euribor+ 5.27%; fixed rate for several years 3.1%-6% Linkage to Euribor; 2.75%-4.78% and 7% Linkage to Consumer price index in Israel; floating interest rate based on the USA Bank Rate minus a spread of 0.75%; floating interest rate based on the Bank of Israel Rate plus a spread of 4.35%; fixed rate of 2.58%-5.5%

624,064

218,907

346,956

F-14

Ellomay Capital Ltd. and its Subsidiaries

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

Note 7 - Financial Instruments (cont’d)

(3)

Fair value hierarchy of financial instruments measured at fair value

The table below presents an analysis of financial instruments measured at fair value on the temporal basis using valuation methodology in accordance with hierarchy fair value levels. The various levels are defined as follows:

●

Level 1: quoted prices (unadjusted) in active markets for identical instruments.

●

Level 2: inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly.

●

Level 3: inputs that are not based on observable market data (unobservable inputs).

	June 30, 2026
	Level 1			Level 2		Level 3			Total			Valuation techniques for
	€ in thousands											determining fair value
Warrants		(1,548	)		-		(514	)		(2,062	)	Fair value is measured using the Binomial Option Pricing Model.
Swap contracts		-			847		-			847		Fair value is measured by discounting the future cash flows, over the period of the contract and using market interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks.
Financial power swap		-			-		17,753			17,753		Fair value is measured by discounting the future fixed and assessed cash flows, over the period of the contract and using market interest rates appropriate for similar instruments. The value is adjusted for the parties’ credit risks.
Financial power swap		-			-		(2,468	)		(2,468	)	Fair value is measured by discounting the future fixed and assessed cash flows, over the period of the contract and using market interest rates appropriate for similar instruments. The value is adjusted for the parties’ credit risks.

There have been no transfers from one Level to another Level during the six months ended June 30, 2026.

(4)

Level 3 financial instruments carried at fair value

The table hereunder presents a reconciliation from the beginning balance to the ending balance of financial instruments carried at fair value in level 3 of the fair value hierarchy:

	Financial assets			Financial liability
	Financial power swap
	€ in thousands

Balance as at December 31, 2025		15,222			(1,890	)

Total income recognized in profit or loss		(3,336	)		306

Total income recognized in other comprehensive income		5,867			(884	)

Balance as at June 30, 2026		17,753			(2,468	)

F-15

Ellomay Capital Ltd. and its Subsidiaries

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

Note 8 - Fixed assets

								Office
	Solar			Pumped		Biogas		furniture and
	plants			storage		plants		equipment		Total
	€ in thousands
Cost
Balance as at January 1, 2026		435,286			175,737		40,606		489		652,118
Additions		45,528			31,149		294		9		76,980
Effect of changes in exchange rates		2,008			17,866		-		-		19,874
Balance as at June 30, 2026		482,822			224,752		40,900		498		748,972

Balance as at January 1, 2025		351,414			160,844		39,643		359		552,260
Additions		91,314			12,815		963		130		105,222
Effect of changes in exchange rates		(7,442	)		2,078		-		-		(5,364	)
Balance as at December 31, 2025		435,286			175,737		40,606		489		652,118

Depreciation
Balance as at January 1, 2026		69,315			-		15,636		291		85,242
Depreciation for the period		8,140			-		529		51		8,720
Effect of changes in exchange rates		36			-		-		-		36
Balance as at June 30, 2026		77,491			-		16,165		342		93,998

Balance as at January 1, 2025		54,715			-		14,592		206		69,513
Depreciation for the year		14,654			-		1,044		85		15,783
Effect of changes in exchange rates		(54	)		-		-		-		(54	)
Balance as at December 31, 2025		69,315			-		15,636		291		85,242

Carrying amounts
As at June 30, 2026		405,331			224,752		24,735		156		654,974
As at December 31, 2025		365,971			175,737		24,970		198		566,876

Acquisition of fixed assets on credit

As of June 30, 2026, the Company acquired fixed assets on credit in the amount of €5,115 thousand. The cost of acquisition had not yet been paid at the reporting date.

F-16

Ellomay Capital Ltd. and its Subsidiaries

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

Note 9 - Other Payables

	June 30,		December 31
	2026		2025
	€ in thousands
Employees and payroll accruals		799		562
Provision for Legal Claims		53		53
Government authorities		384		279
Deferred revenues		3,505		2,045
Accrued expenses connected to Manara PSP		5,759		4,852
Accrued interest on Debentures		1,343		2,093
Other accrued expenses		6,361		6,749
		18,204		16,633

Note 10 - Debentures

Update to Terms of Debentures

In connection with a change in control of the Company in March 2026, and following discussions with the holders of the Company’s Debentures, on March 31, 2026 the holders of the Company’s Debentures approved certain amendments to the deeds of trust governing the Company’s Debentures.

The amendments included: (i) an amendment to the immediate repayment cause in connection with a change in control of the Company replacing the Company’s previous controlling shareholders with Nofar and Mr. Ofer Yanay, (ii) an increase in the annual interest rate commencing June 4, 2026 (for Series E - from 6.05% to 6.15%, for Series F - from 5.5% to 5.75% (this increase will be eliminated in the event, and for as long as, the Series F Debentures are rated above Baa1.il (or an equivalent rating)) and for Series G - from 6.34% to 6.59%, and (iii) decreases in the annual interest rate spread added to the Government Debenture Yield (as defined in the deed of trust governing the debentures) used to calculate the amount due to the holders of debentures in the event of an early redemption initiated by the Company (from 1.25% to 1% for series E; from 1.75% to 1.3% for Series F; and from 1.5% to 1.3% for Series G, all commencing June 4, 2026). In addition, the Company approached the Israeli court in a petition to decrease the conversion price of the Series D Convertible Debentures form NIS 165 per ordinary share to NIS 75.95 per ordinary share. The petition was approved on August 14, 2026.

As of June 30, 2026, the financial covenants under the Company’s outstanding Debentures were met.

Early Repayment of Series E Secured Debentures

The Company’s Series E Secured Debentures were secured by a pledge on the shares of Ellomay Luzon Energy held by Ellomay Energy LP and on related capital notes and shareholder loans. Following the sale of the Ellomay Luzon Energy shares, on May 24, 2026 the Company repaid all outstanding Series E Secured Debentures in full.

Pursuant to the terms of the deed of trust governing the Series E Secured Debentures, the repayment amount was the sum of approximately NIS 165 million (approximately €48.2 million) in principal, accrued interest in the amount of approximately NIS 1.5 million (approximately €0.4 million) and a prepayment fee of approximately NIS 3.5 million (approximately €1.2 million), amounting to an aggregate repayment amount of approximately NIS 170 million (approximately €49.7 million). Following the Early Repayment, the Series E Secured Debentures will be fully repaid and delisted from the Tel Aviv Stock Exchange.

Note 11 - Transactions and Balances with Related Parties

In connection with the separation process held with respect to Ellomay Luzon Energy (see Note 6A), each party deposited a bank guarantee or cash in the amount of NIS 72 million (approximately €19.2 million) in escrow. In connection with this requirement, on March 26, 2026, the Company received a short-term loan from O.Y. Nofar Energy Ltd. (“Nofar”), the Company’s principal shareholder in an amount of NIS 47.5 million (approximately €12.7 million) at a risk-free interest rate (the interest rate of Israeli governmental bonds with similar repayment terms). Following consummation of the sale and the release of the funds from escrow, the loan to Nofar was repaid on June 1, 2026.

F-17

Ellomay Capital Ltd. and its Subsidiaries

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

Note 12 - Operating Segments

The basis of segmentation and the measurement basis for the segment profit or loss are the same as that presented in Note 22 regarding operating segments in the annual financial statements. Segment assets consist of current assets, fixed assets and intangible assets, as included in reports provided regularly to the chief operating decision maker.

				Spain												Netherlands			Israel
	Italy Solar			Subsidized Solar Plants			28 MW Solar			Talasol Solar			USA Solar			Biogas			Dorad¹			Manara Pumped Storage		Total reportable segments			Reconciliations			Total consolidated
	For the six months ended June 30, 2026
	€ in thousands

Revenues		2,282			1,222			394			8,339			717			8,130			15,195			-		36,279			(15,195	)		21,084
Operating expenses		(391	)		(214	)		(285	)		(1,959	)		(156	)		(6,842	)		(11,732	)		-		(21,579	)		11,731			(9,848	)
Depreciation expenses		(974	)		(491	)		(476	)		(5,798	)		(866	)		(453	)		(1,454	)		-		(10,512	)		1,403			(9,109	)
Gross profit (loss)		917			517			(367	)		582			(305	)		835			2,009			-		4,188			(2,061	)		2,127

Project development costs																															(810	)
General and administrative expenses																															(4,942	)
Other income, net																															1,802

Operating profit (loss)																															(1,823	)
Financing income																															1,428
Financing income in connection
with derivatives and warrants, net																															3,540
Financing expenses																															(37,568	)
Loss before taxes on income from continuing operations																															(34,423	)

Profit from discontinued operation (net of tax) ¹																															83,334

Segment assets as at June 30, 2026		205,207			12,340			18,182			204,448			93,417			32,930			-			259,495		826,019			133,168			959,187

¹	As a result of the sale of the Company’s indirect holdings in Ellomay Luzon Energy, the Company’s share of profits of Dorad was recognized only up to the date of signing of the sale agreement and presented as discontinued operations.

F-18

Ellomay Capital Ltd. and its Subsidiaries

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

Note 12 - Operating Segments (cont’d)

				Spain												Netherlands			Israel
	Italy Solar			Subsidized Solar Plants			28 MW Solar			Talasol Solar			USA Solar			Biogas			Dorad¹			Manara Pumped Storage		Total reportable segments			Reconciliations			Total consolidated
	For the six months ended June 30, 2025
	€ in thousands

Revenues		2,557			1,489			627			8,392			125			6,945			28,086			-		48,221			(28,085	)		20,136
Operating expenses		(231	)		(212	)		(295	)		(2,270	)		(41	)		(6,157	)		(22,047	)		-		(31,253	)		22,047			(9,206	)
Depreciation expenses		(451	)		(458	)		(505	)		(5,679	)		-			(1,359	)		(2,454	)		-		(10,906	)		2,418			(8,488	)
Gross profit (loss)		1,875			819			(173	)		443			84			(571	)		3,585			-		6,062			(3,620	)		2,442

Project development costs																															(2,870	)
General and administrative expenses																															(3,384	)
Other income, net																															1,431

Operating profit (loss)																															(2,381	)
Financing income																															7,051
Financing income in connection
with derivatives and warrants, net																															439
Financing expenses																															(8,468	)
Loss before taxes on income from continuing operations																															(3,359	)

Profit from discontinued operation (net of tax) ²																															12

Segment assets as at June 30, 2025		99,231			12,712			18,668			215,216			60,026			31,564			104,648			184,393		726,458			2,856			729,314

¹	As a result of the sale of the Company’s indirect holdings in Ellomay Luzon Energy, the Company’s share of profits of Dorad was presented as discontinued operations.

F-19

Ellomay Capital Ltd. and its Subsidiaries

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

Note 12 - Operating Segments (cont’d)

				Spain												Netherlands			Israel
	Italy Solar			Subsidized Solar Plants			28 MW Solar			Talasol Solar			USA Solar			Biogas			Dorad¹			Manara Pumped Storage		Total reportable segments			Reconciliations			Total consolidated
	For the year ended December 31, 2025
	€ in thousands

Revenues		4,998			3,127			1,462			17,364			857			15,019			64,019			-		106,846			(64,019	)		42,827
Operating expenses		(541	)		(537	)		(338	)		(4,765	)		(190	)		(12,777	)		(48,448	)		-		(67,596	)		48,188			(19,408	)
Depreciation and amortization expenses		(1,286	)		(921	)		(1,010	)		(11,383	)		(755	)		(1,044	)		(5,403	)		-		(21,802	)		5,321			(16,481	)
Gross profit (loss)		3,171			1,669			114			1,216			(88	)		1,198			10,168			-		17,448			(10,510	)		6,938

Project development costs																															(2,649	)
General and administrative expenses																															(6,369	)
Other income, net																															3,599
Operating profit																															1,519
Financing income																															2,876
Financing expense in connection with derivatives and warrants, net																															(3,917	)
Financing expenses, net																															(26,317	)
Profit before taxes on income from continuing operations																															(25,839	)

Profit from discontinued operation (net of tax) ¹																															16,930

Segment assets as at December 31, 2025		178,687			12,760			18,185			210,494			72,959			32,019			107,260			201,062		833,426			10,089			843,515

As a result of the sale of the Company’s indirect holdings in Ellomay Luzon Energy, the Company’s share of profits of Dorad was presented as discontinued operations.

F-20

Ellomay Capital Ltd. and its Subsidiaries

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

Note 13 - Leases

Right-of-use assets

				Spain									Israel
	Italy			Subsidized Solar Plants			28 MW Solar			Talasol Solar			Pumped Storage			USA			Total
	€ in thousands
Cost

Balance as at January 1, 2026		22,656			889			1,387			7,252			9,362			2,840			44,386
Additions		1,312			14			35			-			59			2,478			3,898
Depreciation for the period		(393	)		(48	)		(23	)		(246	)		(250	)		(54	)		(1,014	)
Effect of changes in exchange rates		-			-			-			-			962			148			1,110
Balance as at June 30, 2026		23,575			855			1,399			7,006			10,133			5,412			48,380

Lease liability

Maturity analysis of the Company’s lease liabilities

	June 30, 2026
	€ in thousands
Less than one year		950
One to five years		4,451
More than five years		34,815
Total		40,216

Current maturities of lease liability		950

Long-term lease liability		39,266

F-21

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EX-99.3 4 ea030208501ex99-3.htm OPERATING AND FINANCIAL REVIEW AND PROSPECTS FOR THE SIX MONTHS ENDED JUNE 30, 2026

Exhibit 99.3

Operating and Financial Review and Prospects

The following discussion and analysis is based on and should be read in conjunction with our unaudited condensed consolidated interim financial statements for the six month period ended June 30, 2026 (unaudited) furnished herewith as Exhibit 99.2 and in conjunction with our consolidated financial statements, including the related notes, and the other financial information included in our annual report on Form 20-F for the year ended December 31, 2025, or the Annual Report, filed with the Securities and Exchange Commission, or SEC, on April 30, 2026. The following discussion contains forward-looking statements that reflect our current plans, estimates and beliefs and involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and in the Annual Report.

All references to “€,” “euro” or “EUR” are to the legal currency of the European Union, or EU, all references to “NIS” or “New Israeli Shekel” are to the legal currency of Israel and all references to “$,” “dollar,” “US$,” “USD” or “U.S. dollar” are to the legal currency of the United States of America, or USA. Other than as specifically noted, all amounts translated into a different currency were translated based on the exchange rate as of June 30, 2026.

IFRS

Our financial statements have been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the IASB, which differ in certain respects from U.S. Generally Accepted Accounting Principles, or U.S. GAAP.

General

Our ordinary shares are listed on the NYSE American and on the Tel Aviv Stock Exchange under the symbol ELLO. The address of our registered office is 18 Rothschild Blvd., 1^st Floor, Tel Aviv 6688121, Israel.

We are involved in the initiation, development, construction and production of renewable and clean energy projects in Europe, USA and Israel. Aa of June 30, 2026, we own:

●

83.333% of Ellomay Pumped Storage (2014) Ltd., which is involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel;

●

51% of solar projects in Italy with an aggregate capacity of 160 MW that are under construction;

●

Solar projects in Italy with an aggregate capacity of 210 MW that have reached “ready to build” status; and

●

For more information, see “Item 4.A: History and Development of Ellomay” and “Item 4.B: Business Overview” of the Annual Report.

The following table includes information concerning our revenues per operating facility:

Name

Installed/
production
Capacity¹

Location

Type of Plant

Connection
to Grid

Revenue in
the six
months ended
June 30,
2025
(in thousands)²

Revenue in
the six
months ended
June 30,
2026
(in thousands)²

Rinconada II

2.275 MWp

Municipality of Córdoba, Andalusia, Spain

Solar – Fixed Panels

July 2010

€

413

€

271

Rodríguez I

1.675 MWp

Province of Murcia, Spain

Solar – Fixed Panels

November 2011

€

311

€

306

Rodríguez II

2.691 MWp

Province of Murcia, Spain

Solar – Fixed Panels

November 2011

€

518

€

396

Fuente Librilla

1.248 MWp

Province of Murcia, Spain

Solar – Fixed Panels

June 2011

€

248

€

249

Talasol³

300 MWp

Talaván, Cáceres, Spain

Solar – Fixed Panels

December 2020

€

8,392

€

8,339

Ellomay Solar

28 MWp

Talaván, Cáceres, Spain

Solar – Fixed Panels

June 2022

€

627

€

394

Ellomay Solar Italy Two³

4.95 MWp

Lazio Region, Italy

Solar – Fixed Panels

February 2024

€

414

€

326

Ellomay Solar Italy One³

14.8 MWp

Lazio Region, Italy

Solar – Fixed Panels

April-May 2024

€

1,226

€

933

Ellomay Solar Italy Ten³

18 MWp

Lazio Region, Italy

Solar – with single-axis trackers

January 2025

€

917⁴

€

1,025

Fairfield Solar

13.44 MWp

Fairfield, Texas

Solar – with single-axis trackers

April 2025

€

46⁵

€

240

Malakoff Solar

13.92 MWp

Malakoff, Texas

Solar – with single-axis trackers

April 2025

€

79⁵

€

251

Talco Solar

10.3 MWp

Talco, Texas

Solar – with single-axis trackers

July 2025

€

-⁵

€

148

Mexia Solar

11 MWp

Mexia, Texas

Solar – with single-axis trackers

May 2026

€

-⁵

€

75⁵

Groen Gas Goor (GGG)

3 million Nm3 per year

Goor, the Netherlands

Biogas

November 2017

€

1,348

€

1,523

Goren Gas Oude-Tonge (GGOT)

3.8 million
Nm3 per year

Oude-Tonge, the Netherlands

Biogas

June 2018

€

1,777

€

1,740

Groen Gas Gelderland (GGB)

7.5 million Nm3 per year⁶

Gelderland, the Netherlands

Biogas

April 2017

€

3,820

€

4,867

The actual capacity of a photovoltaic plant is generally subject to a degradation of approximately 0.5%-0.7% per year, depending on climate conditions and quality of the solar panels.

These results are not indicative of future results due to various factors, including changes in electricity market prices, changes in regulation and the climate and the degradation of the solar panels.

These plants are 51% owned by us.

As the Ellomay Solar Italy Ten solar plant was connected to the Italian national grid during January 2025, during the six months ended June 30, 2025 revenues were recorded only commencing connection to the national grid.

These solar plants were connected to the grid during April 2025, July 2025 or May 2026, and we commenced recording revenues for such plants only following connection to the grid.

This plant’s permit enables it to produce approximately 7.5 million Nm3 per year, however the actual production capacity of the plant is approximately 9.5 million Nm3 per year.

Operating Results

Segments

Our reportable segments, which form our strategic business units, are presented per geographical areas and type of plant as follows:

(i)

Italy: solar power plants (operating and under construction solar power plants that are 51% owned by us, and additional solar plants under development);

(ii)

Spain: 7.9 MW subsidized solar power plants, a 28 MW solar power plant and Talasol, a 300 MW solar power plant 51% owned by us;

(iii)

USA: solar power plants (operating and under development and construction);

(iv)

the Netherlands: biogas plants; and

(v)

Israel: pumped storage hydro power plant under construction in Manara, Israel, power plants under development and, until May 2026, a 16.875% indirect interest in Dorad Energy Ltd., or Dorad.

For more information see Note 6 to our annual financial statements included in the Annual Report and Note 6 to our unaudited condensed consolidated interim financial statements as at June 30, 2026 included as Exhibit 99.2 to this Form 6-K.

Sale of Indirect Holdings in Dorad

In May 2026, we completed the sale of our indirect holdings in Ellomay Luzon Energy Infrastructures Ltd., or Ellomay Luzon Energy, which was 50% held by us and which holds 37.5% of the share capital of Dorad, for a purchase price of approximately NIS 560 million (approximately €164 million as of such date), reflecting a Dorad valuation of NIS 4.4 billion. Consequently, our 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. In connection with such sale, we recorded a gain of approximately €110.8 million and an income tax expense of approximately €27.8 million. In addition, the sale resulted in the recognition of a tax benefit of €11.8 million, in connection with the utilization of current and carryforward losses. The net gain from the sale, net of the effect of taxes, amounted to approximately €94.8 million. The gain of approximately €110.8 million, net of the related income tax expense of approximately €27.8 million resulted in a recognition of profit from discontinued operations of approximately €83 million.

Also in connection with such sale, in May 2026 we executed an early repayment of our Series E Secured Debentures, which were secured by a pledge on the Ellomay Luzon Energy shares. The principal of the Series E Secured Debentures was NIS 165 million (approximately €48.2 million) and the aggregate repayment amount was approximately NIS 170 million (approximately €49.7 million), which includes accrued interest and the early repayment fee.

For additional information concerning the sale of the Ellomay Luzon Energy shares, see Note 6.A to our unaudited condensed consolidated interim financial statements as at June 30, 2026 included as Exhibit 99.2 to the Form 6-K.

Results of Operations

Six Months Ended June 30, 2026 Compared with Six Months Ended June 30, 2025

The results of operations included in our unaudited condensed consolidated interim financial statements for the six months ended June 30, 2025 partially include the results of Ellomay Solar Italy Ten, and the Malakoff and Fairfield solar plants in Texas, USA and do not include the results of the Talco solar plan in Texas, USA. Therefore, our past results for these periods are not indicative of our results in the future.

Revenues

Revenues were approximately €21.1 million for the six months ended June 30, 2026, compared to approximately €20.1 million for the six months ended June 30, 2025. The increase in revenues mainly resulted from revenues generated by four facilities in the USA that were connected to the grid during the second and third quarters of 2025 and during the second quarter of 2026, and from increased production and revenues from our biogas facilities in the Netherlands, partially offset by decreases in the electricity prices in Italy and Spain commencing 2025 and during the first half of 2026.

Revenues by Segments

	Six months ended June 30,				June 30, 2026 vs. June 30, 2025 Change
	2026		2025		€			%
	(€ in thousands)
Italy – Solar		2,282		2,558		(276	)		(10.8	)%
Spain – Subsidized Solar Plants		1,222		1,489		(267	)		(17.9	)%
Spain – 28 MW Solar		394		627		(233	)		(37.2	)%
Spain – Talasol Solar		8,339		8,392		(53	)		(0.6	)%
USA – Solar		717		125		592			473.6	%
Netherlands – Biogas		8,130		6,945		1,185			17.1	%

Italy – Solar Segment. Revenues from our Italian solar segment were approximately €2.3 million for the six months ended June 30, 2026, compared to approximately €2.6 million for the six months ended June 30, 2025. The decrease in revenues resulted from a decrease in electricity prices in Italy.

Spain – Subsidized Solar Segment. Revenues from our Spanish subsidized solar segment were approximately €1.2 million for the six months ended June 30, 2026, compared to approximately €1.5 million for the six months ended June 30, 2025. The decrease in revenues resulted from a decrease in electricity prices in Spain.

Spain – 28 MW Solar Segment. Revenues from our Spanish 28 MW solar segment were approximately €0.4 million for the six months ended June 30, 2026, compared to approximately €0.6 million for the six months ended June 30, 2025. The decrease in revenues resulted from a decrease in electricity prices in Spain.

Spain – Talasol Solar Segment. Revenues from our Spanish Talasol solar segment were approximately €8.3 million for the six months ended June 30, 2026, compared to approximately €8.4 million for the six months ended June 30, 2025. The decrease in revenues resulted from a decrease in electricity prices in Spain.

USA Solar Segment. Revenues from our USA solar segment were approximately €0.7 million for the six months ended June 30, 2026, compared to approximately €0.1 million for the six months ended June 30, 2025. The increase resulted from the commencement of operations of the Fairfield and Malakoff solar plants in April 2025, the Talco solar plant in July 2025 and the Mexia solar plant in May 2026, all located in the Dallas metropolitan area.

Netherlands – Biogas Segment. Revenues from our Netherlands biogas segment were approximately €8.1 million for the six months ended June 30, 2026, compared to approximately €6.9 million for the six months ended June 30, 2025. The increase in revenues is mainly due to increased production.

Operating Expenses and Depreciation and Amortization Expenses

Operating expenses were approximately €9.8 million for the six months ended June 30, 2026, compared to approximately €9.2 million for the six months ended June 30, 2025. The increase in operating expenses mainly resulted from higher operating expenses of our biogas facilities in the Netherlands, reflecting their increased production, and by the achievement of the preliminary acceptance certificate (“PAC”) for our 18 MW Italian solar facility subsequent to June 30, 2025. This increase was partially offset by a lower 7% Spanish tax on revenues generated from electricity production due to a decrease in revenues as a result of lower electricity prices. Depreciation and amortization expenses were approximately €9.1 million for the six months ended June 30, 2026, compared to approximately €8.5 million for the six months ended June 30, 2025.

Operating Expenses by Segments

	Six months ended June 30,				June 30, 2026 vs. June 30, 2025 Change
	2026		2025		€			%
	(€ in thousands)
Italy – Solar		391		231		160			69.3	%
Spain – Subsidized Solar Plants		214		212		2			0.9	%
Spain – 28 MW Solar		285		295		(10	)		(3.4	)%
Spain – Talasol Solar		1,959		2,270		(311	)		(13.7	)%
USA – Solar		156		41		115			280.5	%
Netherlands – Biogas		6,842		6,157		685			11.1	%

Italy – Solar Segment. Operating expenses in connection with our Italian solar segment were approximately €0.4 million for the six months ended June 30, 2026, compared to €0.2 million for the six months ended June 30, 2025. The increase was mainly due the achievement of PAC for the Company’s 18 MW Italian solar facility subsequent to June 30, 2025, upon which we commence incurring operating expenses.

Spain – Subsidized Solar Segment. Operating expenses in connection with our Spanish subsidized solar segment were approximately €0.2 million for the six months ended June 30, 2026 and 2025.

Spain – 28 MW Solar Segment. Operating expenses in connection with our Spanish 28 MW solar segment were approximately €0.3 million for the six months ended June 30, 2026 and 2025.

Spain – Talasol Segment. Operating expenses in connection with our Spanish Talasol segment were approximately €2 million for the six months ended June 30, 2026, compared to approximately €2.3 million for the six months ended June 30, 2025. The decrease was mainly due to lower 7% Spanish tax on revenues generated from electricity production due to a decrease in revenues as a result of lower electricity prices.

USA – Solar Segment. Operating expenses in connection with our USA solar segment were approximately €156 thousand for the six months ended June 30, 2026, compared to approximately €41 thousand for the six months ended June 30, 2025. The increase resulted from the commencement of operations of solar plants in the Dallas metropolitan area: Fairfield and Malakoff in April 2025, Talco in July 2025 and Mexia in May 2026.

Netherlands – Biogas Segment. Operating expenses in connection with our Netherlands biogas segment were approximately €6.8 million for the six months ended June 30, 2026, compared to approximately €6.2 million for the six months ended June 30, 2025. The increase is mainly attributable to higher expenses of our biogas facilities in the Netherlands, reflecting their increased production.

Project Development Costs

General and Administrative Expenses

General and administrative expenses were approximately €4.9 million for the six months ended June 30, 2026, compared to approximately €3.4 million for the six months ended June 30, 2025. The increase in general and administrative expenses is mostly due to higher payroll expenses, due to payment bonuses to employees, higher insurance expenses, reflecting a run-off insurance policy purchased in connection with the change of control in the Company, and higher consulting expenses.

Other Income

Other income was approximately €1.8 million for the six months ended June 30, 2026, compared to €1.4 million in the six months ended June 30, 2025. The other income recognized during the six months ended June 30, 2026 mainly resulted from the recognition of a proportional share of deferred income related to tax credits in connection with the Company’s USA solar facilities. The other income during the six months ended June 30, 2025 was recognized based on agreed compensation expected to be received from the EPC contractor of two of the Company’s USA solar facilities for loss of income due to delays in construction.

Financing Income (Expenses), Net

Financing expense, net was approximately €32.6 million for the six months ended June 30, 2026, compared to financing expense, net of approximately €1 million for the six months ended June 30, 2025. The change in financing expenses, net, was mainly attributable to higher expenses resulting from exchange rate differences that amounted to approximately €24.7 million for the six months ended June 30, 2026, compared to income from exchange rate differences of approximately €5.6 million for the six months ended June 30, 2025, an aggregate change of approximately €30.3 million. The exchange rate differences were mainly recorded in connection with the NIS cash and cash equivalents and our NIS denominated debentures and were caused by the 9.4% appreciation of the NIS against the euro during the six months ended June 30, 2026, compared to a 4.2% devaluation of the NIS against the euro during the six months ended June 30, 2025. The increase in financing expenses, net also resulted from an increase of approximately €1.6 million in interest expenses in connection with our debentures and financing expenses of approximately €1.2 million in connection with the early repayment of the Series E Secured Debentures, partially offset by an increase of approximately €3.1 million in income resulting from revaluation of warrants.

Tax Benefit

Tax benefit was approximately €9.4 million for the six months ended June 30, 2026, compared to tax benefit of approximately €1.8 million for the six months ended June 30, 2025. The change is mainly due to tax benefit in the amount of €11.8 million resulting from the utilization of current and carryforward losses in connection with the sale of the investment in Ellomay Luzon Energy in May 2026. Such tax benefit was partially offset by a decrease of approximately €2.4 million in deferred tax asset recorded by one of our Spanish facilities in connection with the expected utilization of excess financing expenses. Such decrease was due to a change in estimate in respect of the expected utilization based on updated forecasts.

Loss from Continuing Operations

Profit from Discontinued Operation

Profit from discontinued operation (net of tax) was approximately €83.3 million for the six months ended June 30, 2026, compared to profit from discontinued operation (net of tax) of approximately €12 thousand for the six months ended June 30, 2025. As noted above, the profit from discontinued operations reflects our share of profits of Ellomay Luzon Energy, an equity accounted investee that was sold in May 2026.

Profit / Loss

Profit was approximately €58.3 million for the six months ended June 30, 2026, compared to a loss of approximately €1.6 million for the six months ended June 30, 2025.

Total Other Comprehensive Income / Loss

Total Comprehensive Income / Loss

Impact of Fluctuation of Currencies

We hold cash and cash equivalents, deposits and restricted cash in various currencies, mainly in euro, NIS and USD. Our revenues from, and investments in, our European operations (i.e., in our Spanish Solar Plants, our Italian Solar Plants, our WtE plants, the Talasol Solar Plant and our solar projects under development in Italy) are denominated in euro, our income from, and investments in, our Israeli operations (i.e., Ellomay Luzon Energy, the Manara PSP and Solar projects under development) are denominated in NIS and our revenues from, and investments in, our operating solar plants and projects under development in Texas, USA, are denominated in USD. Our financing is denominated in NIS (i.e., principal and interest payments on our Debentures and the financing of the Manara PSP), in euro (i.e., financing in connection with our Spanish Solar Plants, our Italian Solar Plants and the project finance and loans provided by the minority (49%) holders of Talasol and by Clal) and in USD (short-term financing in connection with our USA Solar Plants). We therefore are affected by changes in the prevailing euro/NIS exchange rates and euro/USD exchange rates.

The table below sets forth the annual and semi-annual rates of appreciation (or devaluation) of the NIS against the Euro and the NIS against the USD.

	Year ended December 31,						Six months ended June 30,
	2025			2024			2026			2025
Devaluation (appreciation) of the NIS against the EUR		(1.3	)%		(5.4	)%		(9.4	)%		4.2	%
Devaluation (appreciation) of the NIS against the USD		(12.5	)%		0.6	%		(6.6	)%		(7.5	)%

The representative NIS/euro exchange rate was NIS 3.3945 for one euro on June 30, 2026 and NIS 3.9552 for one euro on June 30, 2025. The average exchange rates for converting NIS to euro during the six-month periods ended June 30, 2026 and 2025 were NIS 3.547 and NIS 3.923 for one euro, respectively. The exchange rate as of August 14, 2026 was NIS 3.412 for one euro.

The representative NIS/USD exchange rate was NIS 2.978 for one USD on June 30, 2026 and NIS 3.372 for one USD on June 30, 2025. The average exchange rates for converting NIS to USD during the six-month periods ended June 30, 2026 and 2025 were NIS 3.042 and NIS 3.598 for one USD, respectively. The exchange rate as of August 14, 2026 was NIS 2.954 for one USD.

Governmental Economic, Fiscal, Monetary or Political Policies or Factors that have or could Materially Affect our Operations or Investments by U.S. Shareholders

Our solar plants and other energy manufacturing plants are subject to comprehensive regulation and we sell the electricity and energy produced for rates determined by governmental legislation and to local governmental entities. Any change in the legislation that affects plants such as our plants could materially adversely affect our results of operations. An economic crisis or change in government in Europe and specifically in Spain, the Netherlands and Italy or in the United States, whether related to a military conflict or otherwise, or financial distress of the Israel Electric Company or the system manager in Israel, could cause the applicable legislator to reduce benefits provided to operators of solar plants or other privately-owned energy manufacturing plants or to revise the incentive or regulatory regimes that currently govern the sale of electricity in Spain, the Netherlands, Italy, the United States and Israel.

On October 7, 2023, the “Iron Swords” war broke out in Israel following an attack in Southern Israel by Hamas. The war and hostilities, including missile attacks, mainly on southern and northern Israel, have continued since then, further escalating with a drone and missile attack by the Iranian regime in early April 2024 and in October 2024 and by the Houthis from Yemen. A ceasefire commenced in Israeli’s northern border on November 27, 2024 and a temporary ceasefire commence in Israel’s southern border on January 19, 2025 but military actions have been resumed since then. In June 2025, a 12-day war between Israel and Iran broke out. In addition, on February 28, 2026, Israel and the United States commenced a large-scale military campaign against Iran and on March 2, 2026, Hezbollah formally joined the war against Israel, attacking mainly northern Israel with rockets and missiles. During April 2026, a temporary ceasefire was agreed between Iran and Israel and the United States and thereafter (on April 17, 2026) a 10-day ceasefire between Israel and Lebanon, however fighting has since resumed in southern Lebanon and mainly northern Israel. The substantial majority of our operating facilities, which serve as our main sources of liquidity, are located outside of Israel, in Spain, Italy and the Netherlands. The substantial majority of the projects under development of the Company are located outside of Israel, in Italy, Spain and in the USA. These facilities and projects have not been impacted by the war and hostilities in Israel. Our headquarters are located in Tel Aviv, which is in central Israel, and our headquarter work continued uninterrupted throughout the war and hostilities. Any continued or future escalation of the war and hostilities in southern and northern Israel, including potential direct damage due to missile attacks, temporary or permanents cessation of operations and potential inability to access the sites, could materially adversely impact our Israeli operations and projects under development and our results of operations.

We do not currently have any operating assets in Israel and have one project under construction in Israel, the Pumped Storage Project in the Manara Cliff (83.34% owned by us, in northern Israel). For more information concerning the impact of the war and hostilities on the Manara Pumped Storage Project see Note 1.B to our unaudited condensed consolidated interim financial statements as at June 30, 2026 included as Exhibit 99.2 to the Form 6-K

For more information see “Item 3.D: Risk Factors - Risks Related to our Renewable Energy Operations,” “Item 3.D: Risk Factors - Risks Related to our Investment in Ellomay Luzon Energy,” “Item 3.D: Risk Factors - Risks Related to our Other Operations”, “Item 4.B: Material Effects of Government Regulations on the PV Plants,” “Item 4.B: Material Effects of Government Regulations on Dorad’s Operations,” “Item 4.B: The Netherlands Waste-to-Energy Market and Regulation” and “Item 4.B: Material Effects of Government Regulations on The Manara PSP” of our Annual Report.

Liquidity and Capital Resources

General

We entered into various project finance agreements in connection with the financing of our Spanish solar plants, our Italian solar plants, the Netherlands biogas plants and the Manara PSP. In February 2021 we issued the Series D Convertible Debentures, in February 2023 we issued the Series E Secured Debentures, in January 2024, April 2024, August 2024 and November 2024 we issued the Series F Debentures and in February 2025 we issued the Series G Debentures.

We will require additional funds to advance the projects that are currently under construction or development or that will be developed and constructed in the future. For more information concerning our financing activities, see “Item 4.A: History and Development of Ellomay; Recent Developments” and “Item 5.B: Liquidity and Capital Resources” of our Annual Report.

As of June 30, 2026, we had a working capital of approximately €37.5 million. Based on our current operating forecast, we believe that our working capital will be sufficient to finance our ongoing operations for the next twelve months.

We currently invest our excess cash in cash and cash equivalents that are highly liquid and in marketable securities.

As of June 30, 2026, we held approximately €113.5 million in cash and cash equivalents, approximately €53.3 million in short-term deposits, approximately €0.6 million in short-term restricted cash and approximately €15.7 million in long-term restricted cash and deposits, compared with approximately €87.6 million in cash and cash equivalents, approximately €0.7 million in short-term restricted cash and approximately €16.1 million in long-term restricted cash and deposits we held at December 31, 2025. The change in cash and cash equivalents is mainly due to the proceeds received in connection with the sale of the Ellomay Luzon Energy shares in May 2026, partially offset by the early repayment of our Series E Secured Debentures and development and construction related expenses and repayments made on account of our other Debentures.

In the last three fiscal years, our principal capital expenditures were mainly the development and construction of the Manara PSP and of various solar projects in Italy, Israel and the United States. For information regarding our projects under development and construction, please see above under “General,” and “Item 4.B: Business Overview” and “Item 5: Operating and Financial Review and Prospects” of the Annual Report, Note 6 to our annual financial statements included in the Annual Report and Note 6 to our unaudited condensed consolidated interim financial statements as at June 30, 2026.

Cash flows

The following table summarizes our cash flows for the periods presented:

	Six months ended June 30,
	2026			2025
	(euro in thousands)
Net cash provided by (used in) operating activities		(3,741	)		5,053
Net cash provided by (used in) investing activities		46,395			(47,923	)
Net cash provided by (used in) financing activities		(19,151	)		52,002
Exchange differences on balances of cash and cash equivalents		2,357			(3,766	)
Increase in cash and cash equivalents		25,860			5,366
Cash and cash equivalents at beginning of period		87,614			41,134
Cash and cash equivalents at end of period		113,474			46,500

Operating activities

In the six months ended June 30, 2026, we had a profit of approximately €58.3 million. Net cash used in operating activities was approximately €3.7 million.

In the six months ended June 30, 2025, we had a loss of approximately €2.5 million. Net cash provided by operating activities was approximately €5.1 million.

The change in net cash from operating activities for the six months ended June 30, 2026, is mainly due to lower revenues from our Italian and Spanish solar facilities and increased expenditure, including interest on Debentures and loans paid and an expense in connection with the early repayment of the Series E Secured Debentures.

Investing activities

Net cash provided by investing activities was approximately €46.4 million in the six months ended June 30, 2026, primarily due to the proceeds from the sale of the Ellomay Luzon Energy shares, partially offset by acquisition of fixed assets and investment in short term deposits.

Net cash used in investing activities was approximately €47.9 million in the six months ended June 30, 2025, primarily due to investments in the solar projects under development in Italy and USA and the Manara PSP and an approximately €9.2 million deposit in restricted cash in connection with a guarantee issued as part of the right of first refusal process in connection with Dorad’s shares.

Financing activities

Net cash used in financing activities in the six months ended June 30, 2026 was approximately €19.1 million, resulting mainly from repayments made on account of our debentures (including the early repayment of the Series E Secured Debentures in connection with the sale of the Ellomay Luzon Energy shares) and repayments of loans, partially offset by proceeds from short and long-term loans in connection with our projects under construction.

Net cash provided by financing activities in the six months ended June 30, 2025 was approximately €52 million, resulting mainly from proceeds from the issuance of our Series G Debentures in February 2025, the proceeds from the Clal transaction and the proceeds of a short-term loan in in connection with the issuance of the guarantee required for the exercise of the right of first refusal on Dorad’s shares, partially offset by repayments made on account of our Debentures and repayments of loans.

As of June 30, 2026, we were not in default of any financial covenants for immediate repayment under the various financing agreements we executed or under the Deeds of Trust for our outstanding Debentures.

As of June 30, 2026, our total current assets amounted to approximately €196 million, of which approximately €113.5 million was in cash and cash equivalents, compared with total current liabilities of approximately €167.3 million. Our assets held in cash equivalents are held in money market accounts and short-term deposits, substantially all of which are highly liquid investments readily convertible to cash with original maturities of three months or less at the date acquired.

As of June 30, 2025, our total current assets amounted to approximately €94.7 million, of which approximately €46.5 million was in cash and cash equivalents, compared with total current liabilities of approximately €76.5 million. Our assets held in cash equivalents are held in money market accounts and short-term deposits, substantially all of which are highly liquid investments readily convertible to cash with original maturities of three months or less at the date acquired.

Certain Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our unaudited condensed consolidated interim financial statements, which have been prepared in accordance with IFRS. While all the accounting policies impact the financial statements, certain policies may be viewed to be critical. These policies are most important for the fair portrayal of our financial condition and results of operations and are those that require our management to make difficult, subjective and complex judgments, estimates and assumptions, based upon information available at the time that they are made, historical experience and various other factors that are believed to be reasonable under the circumstances. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the unaudited condensed consolidated interim financial statements, as well as the reported amounts of expenses during the periods presented. Actual results could differ from those estimates.

The critical accounting policies described in Item 5 of our Annual Report and in Note 2 of our consolidated annual financial statements, are those that require management’s more significant judgments and estimates used in the preparation of our unaudited condensed consolidated interim financial statements.

Disclosure about Market Risk

We are exposed to a variety of risks, including foreign currency fluctuations and changes in interest rates. We regularly assess currency and interest rate risks to minimize any adverse effects on our business as a result of those factors and periodically use hedging transactions in order to attempt to limit the impact of such changes.

For more information concerning hedging transactions, see Note 7 of our unaudited condensed consolidated interim financial statements as at June 30, 2026.

Forward-Looking Statements

With the exception of historical facts, the matters discussed in this report and the financial statements attached hereto are forward-looking statements. Forward-looking statements may relate to, among other things, future actions, future performance generally, business development activities, future capital expenditures, strategies, the outcome of contingencies such as legal proceedings, future financial results, financing sources and availability and the effects of regulation and competition. When we use the words “believe,” “intend,” “expect,” “may,” “will,” “should,” “anticipate,” “could,” “estimate,” “plan,” “predict,” “project,” or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe strategy that involves risks or uncertainties or include statements that do not relate strictly to historical or current facts, we are making forward-looking statements.

Achievement of future results is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Please see Item 3.D. “Risk Factors” in our Annual Report, in which we have identified important factors that, individually or in the aggregate, could cause actual results and outcomes to differ materially from those contained in any forward-looking statements made by us; any such statement is qualified by reference to the following cautionary statements. You should understand that it is not possible to predict or identify all risk factors. Consequently, you should not consider the said section to be a complete discussion of all potential risks or uncertainties. Readers are cautioned not to place undue reliance on these forward-looking statements.

We warn you that forward-looking statements are only predictions. Actual events or results may differ as a result of risks that we face. Forward-looking statements speak only as of the date they were made and we undertake no obligation to update them.