SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Ellomay Capital Ltd.

(Name of Issuer)

Ordinary Shares, par value NIS 10.00 per share

(Title of Class of Securities)

M39927120

(CUSIP Number)

Tamar Fishman Jutkowitz
O.Y. Nofar Energy Ltd.,, Menivim Tower (11th floor) 1 HaTahana St
Kfar Saba, L3, 4453001
972-52-370918

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/29/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s):

M39927120

Name of reporting person

O.Y. Nofar Energy Ltd.

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,340,946.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,340,946.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

10,340,946.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

75.0 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

The percentage ownership reflected in row (13) is based on 13,783,230 Ordinary Shares of the Issuer outstanding as of July 31, 2026, based on information available at the website of the Tel Aviv Stock Exchange (the "TASE") as of that date.

SCHEDULE 13D

CUSIP Number(s):

M39927120

Name of reporting person

Yannay Group Ltd.

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,340,946.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,340,946.00

Aggregate amount beneficially owned by each reporting person

10,340,946.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

75 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

SCHEDULE 13D

CUSIP Number(s):

M39927120

Name of reporting person

Ofer Yannay

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,340,946.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,340,946.00

Aggregate amount beneficially owned by each reporting person

10,340,946.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

75 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Ordinary Shares, par value NIS 10.00 per share

(b)

Name of Issuer:

Ellomay Capital Ltd.

(c)

Address of Issuer's Principal Executive Offices:

18 Rothschild Boulevard, 1st floor, Tel Aviv, ISRAEL , 6688121.

Item 2.

Identity and Background

(a)

The information set forth in Item 2 of the Original Statement (as defined below) is incorporated by reference herein

Item 3.

Source and Amount of Funds or Other Consideration

This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") is being filed jointly by: (i) O.Y. Nofar Energy Ltd., an Israeli company ("Nofar"); (ii) Yannay Group Ltd., an Israeli company ("Yannay Group"); and (iii) Ofer Yannay ("Mr. Yannay"), an individual (each, a "Reporting Person" and collectively, the "Reporting Persons"), to amend and supplement the Statement of Beneficial Ownership on Schedule 13D originally filed by the Reporting Persons with the SEC on March 11, 2026 (the "Original Statement"). Nofar directly holds the ordinary shares, par value NIS 10.00 per share ("Ordinary Shares") of Ellomay Capital Ltd. (the "Issuer") reported in this Amendment No. 1. Yannay Group is the controlling shareholder of Nofar, holding approximately 24.82% of Nofar's issued and outstanding share capital. Mr. Yannay is the controlling shareholder of Yannay Group, holding 80% of its outstanding share capital, and is therefore the indirect controlling shareholder, and Chief Executive Officer, of Nofar and, by virtue of such control, may be deemed to beneficially own the Ordinary Shares of the Issuer held by Nofar. Mr. Yannay also holds approximately 5.03% of Nofar's issued and outstanding share capital directly. Each of Yannay Group and Mr. Yannay disclaims beneficial ownership over the Ordinary Shares held by Nofar as reported herein except to the extent of its or his (as applicable) pecuniary interest therein. This Amendment No. 1 is being filed to report Nofar's acquisition, on July 29, 2026, of an additional 4,022,000 Ordinary Shares (the "Exchange Shares"), in the aggregate, constituting approximately 29.2% of the issued and outstanding Ordinary Shares of the Issuer, pursuant to a share exchange transaction (the "Exchange Transaction") with ten Israeli qualified investors, in exchange for Nofar's issuance of 1,363,458 newly issued ordinary shares of Nofar, in the aggregate, to those investors, representing an exchange ratio of 0.339 Nofar ordinary shares per Ordinary Share of the Issuer. No cash consideration was paid by Nofar in connection with the acquisition of the Exchange Shares.

Item 4.

Purpose of Transaction

As described in the Original Statement (which remains true currently), the Reporting Persons have acquired Ordinary Shares of the Issuer (including the Exchange Shares) for the purpose of acquiring control of the Issuer and as a long-term investment in the Issuer's business. In connection with the Reporting Persons' original acquisition of Ordinary Shares (as reported in the Original Statement), two directors nominated by Nofar were appointed to the board of directors of the Issuer (the "Board"). The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on market conditions, the Issuer's business and prospects, and other factors, the Reporting Persons may acquire additional securities of the Issuer (including Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares), or dispose of some or all of the securities held, in the open market, in privately negotiated transactions or otherwise, subject to market conditions and other factors. The Reporting Persons may also engage in discussions with management, the Board, shareholders, or other relevant parties concerning the business, operations, management, governance, or future plans of the Issuer. The Reporting Persons may also have conversations with other interested parties, including industry analysts, other shareholders, existing or potential strategic partners or competitors, and other professionals, regarding, but not limited to, the aforementioned items. Other than as described above, none of the Reporting Persons has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, in their sole discretion and at any time, formulate plans or proposals regarding any such matters.

Item 5.

Interest in Securities of the Issuer

(a)

Rows 11 and 13 of each Reporting Person's cover page to this Amendment No. 1 set forth the aggregate number of Ordinary Shares and percentage of the Ordinary Shares beneficially owned by such Reporting Person; that information is incorporated by reference in this Item 5(a). All calculations of beneficial ownership percentage in this Amendment No. 1 are based on 13,783,230 Ordinary Shares of the Issuer that are issued and outstanding as of July 31, 2026, as reported by the Issuer to the Tel Aviv Stock Exchange as of that date. Nofar directly owns the 10,340,946 Ordinary Shares, beneficially owned by each Reporting Person, which constitute approximately 75.0% of the Issuer's issued and outstanding Ordinary Shares. Each of Yannay Group and Mr. Yannay may be deemed to beneficially own the Ordinary Shares held by Nofar by virtue of their control of Nofar. Each of Yannay Group and Mr. Yannay disclaims beneficial ownership of the subject Ordinary Shares except to the extent of its or his (as applicable) pecuniary interest therein.

(b)

Rows 7 through 10 of each Reporting Person's cover page to this Amendment No. 1 set forth the number of Ordinary Shares as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition; those rows are incorporated by reference in this Item 5(b). Nofar has sole voting and dispositive power over the 10,340,946 Ordinary Shares directly held by it. Yannay Group and Mr. Yannay, by virtue of their control of Nofar, may be deemed to possess shared voting and dispositive power over the Ordinary Shares held by Nofar.

(c)

On July 29, 2026, Nofar acquired the 4,022,000 Exchange Shares pursuant to the Exchange Transaction, as described in Item 3 above (which description is incorporated by reference in this Item 5(c)). Other than the foregoing transaction, none of the Reporting Persons has effected any transactions in the Ordinary Shares during the 60 days preceding the date of this Amendment No. 1.

(d)

Not applicable.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

As described in the Original Statement, in connection with Nofar's original acquisition of 6,318,946 Ordinary Shares of the Issuer in March 2026, under the share purchase agreement with respect to that transaction, Nofar became entitled to nominate up to four directors to be appointed to the Board (subject to such nominees meeting all relevant qualification requirements), and an equivalent number of directors nominated by the sellers of Ordinary Shares to Nofar in that transaction were to resign from the Board. Nofar had the discretion to appoint fewer than four directors, in which case a corresponding number of directors nominated by the Sellers would resign. In actuality, Nofar nominated two director nominees who were appointed to the Board in connection with that transaction. In addition, in connection with the Exchange Transaction, Nofar has undertaken to the shareholders of the Issuer from whom it has purchased the Exchange Shares not to conduct, for a period of six months from the closing of the Exchange Transaction on July 29, 2026, an exchange transaction involving Ordinary Shares of the Issuer at an exchange ratio more favorable to the shareholders of the Issuer that would be counterparties in such a transaction than the exchange ratio of 0.339 Nofar ordinary shares per Ordinary Share of the Issuer used in the Exchange Transaction (a "Superior Exchange Transaction"), provided that Nofar shall be permitted to conduct a Superior Exchange Transaction if, at the same time, it issues additional ordinary shares of Nofar to the relevant investor(s) from the current transaction to effectively update the exchange ratio in the current transaction to match that more favorable exchange ratio. Other than as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to the securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.

Material to be Filed as Exhibits.

Exhibit 99.1 - Joint Filing Agreement by and among O.Y. Nofar Energy Ltd. and Ofer Yannay, dated as of March 11, 2026, pursuant to Rule 13d-1(k)(1). (incorporated herein by reference to Exhibit 99.1 of the Original Statement). Exhibit 99.2 - Share Purchase Agreement, dated as of December 16, 2025, by and among O.Y. Nofar Energy Ltd. (as purchaser), and S. Nechama Investments (2008) Ltd., Kanir Joint Investments (2005) Limited Partnership, and Anat Raphael (as sellers), as amended on March 3, 2026 (English translation of Hebrew original) (incorporated herein by reference to Exhibit 99.2 of the Original Statement).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

O.Y. Nofar Energy Ltd.

Signature:	/s/ Ofer Yannay
Name/Title:	Ofer Yannay - Chief Executive Officer and Director
Date:	08/03/2026

Yannay Group Ltd.

Signature:	/s/ Ofer Yannay
Name/Title:	Ofer Yannay - Director
Date:	08/03/2026

Ofer Yannay

Signature:	/s/ Ofer Yannay
Name/Title:	Ofer Yannay
Date:	08/03/2026