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 June 2025

Commission File Number: 001-35284

Ellomay Capital Ltd.

(Translation of registrant’sname into English)

18 Rothschild Blvd., Tel Aviv6688121, Israel

(Address of principal executiveoffice)

Indicate by check mark whetherthe registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F☒         Form 40-F ☐

THIS FORM 6-K IS HEREBY INCORPORATEDBY 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AND 333-92491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTSOR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

Update in connection withExercise of Right of First Refusal for Dorad Energy Ltd. Shares

Ellomay Capital Ltd. (the “Company”),hereby provides an update in connection with the exercise of a right of first refusal for 7.5% of the outstanding shares of Dorad EnergyLtd. (“Dorad”) by Ellomay Luzon Energy Infrastructures Ltd. (“Ellomay Luzon Energy”) and followingthe Company’s immediate reports on Form 6-K submitted to the Securities and Exchange Commission on March 31, 2025, April 7, 2025and May 31, 2025.

On June 23, 2025, the Director-Generalof the Israeli Competition Authority issued an approval for the acquisition of the additional Dorad shares by Ellomay Luzon Energy. Thisapproval is one of the main conditions to the consummation of the purchase of Dorad’s shares by Ellomay Luzon Energy. As of thedate hereof, the remaining conditions to closing are mainly the approval of the Israeli Electricity Authority, the approval of the consortiumof lenders who financed the construction of the power plant owned by Dorad, the consummation of the sale of 10% of Dorad’s outstandingshares to The Phoenix Insurance Company Ltd. and its affiliates and the approval of Dorad’s board of directors. The remainingconditions to closing are not within Ellomay Luzon Energy’s control and the Company cannot at this point estimate whetherand when they will be fulfilled.

Information Relating to Forward-LookingStatements

This report contains forward-lookingstatements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptionsof the Company’s management. All statements, other than statements of historical facts, included in this report regarding the Company’splans and objectives, expectations and assumptions of management are forward-looking statements. The use of certain words, including thewords “estimate,” “project,” “intend,” “expect,” “believe” and similar expressionsare intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Companymay not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place unduereliance on the Company’s forward-looking statements.Various important factors could cause actual results or events to differ materiallyfrom those that may be expressed or implied by the Company’s forward-looking statements, including the non-fulfillment of any ofthe conditions to closing, changes in market conditions, inability to receive required regulatory approvals, the impact of the war andhostilities in Israel, Gaza and Iran, changes in electricity prices and demand, regulatory changes, including extension of current orapproval of new rules and regulations increasing the operating expenses of manufacturers of renewable energy in Spain, increases in interestrates and inflation, changes in the supply and prices of resources required for the operation of the Company’s facilities (suchas waste and natural gas) and in the price of oil, the impact of the continued military conflict between Russia and Ukraine, technicaland other disruptions in the operations or construction of the power plants owned by the Company and general market, political and economicconditions in the countries in which the Company operates, including Israel, Spain, Italy and the United States. These and other risksand uncertainties associated with the Company’s business are described in greater detail in the filings the Company makes from timeto time with the Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are madeas of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of newinformation, future events or otherwise.

Signatures

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

Dated: June 24, 2025

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