SEC Form 6-K filed by Kenon Holdings Ltd.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

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FORM 6-K

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REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

 

March 12, 2026

 

Commission File Number 001-36761

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Kenon Holdings Ltd.

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1 Temasek Avenue #37-02B

Millenia Tower

Singapore 039192

(Address of principal executive offices)

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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 ☐

 

EXHIBITS 99.1 AND 99.2 TO THIS REPORT ON FORM 6-K ARE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-201716) OF KENON HOLDINGS LTD. AND IN THE PROSPECTUSES RELATING TO SUCH REGISTRATION STATEMENT.

CONTENTS

Annual Report of OPC Energy Ltd. for the Year Ended December 31, 2025

On March 12, 2026, Kenon Holdings Ltd.’s subsidiary OPC Energy Ltd. (“OPC”) filed with the Israeli Securities Authority and the Tel Aviv Stock Exchange its annual report (in Hebrew) for the year ended December 31, 2025 (“OPC’s Annual Report”). English convenience translations of the (i) Report of the Board of Directors for the Year Ended December 31, 2025 and (ii) Consolidated Financial Statements as at December 31, 2025, each as published in OPC’s Annual Report, are furnished as Exhibits 99.1 and 99.2, respectively, to this Report on Form 6-K. In the event of a discrepancy between the Hebrew and English versions, the Hebrew version shall prevail.

Forward Looking Statements

This Report on Form 6-K, including the exhibits hereto, includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can generally identify these statements by the use of words like “may”, “will”, “could”, “should”, “believe”, “expect”, “plan”, “estimate”, “forecast”, “potential”, “intend”, “target”, “future”, and variations of these words or comparable words. These statements include statements regarding OPC’s (including CPV Group LP and its investees (“CPV Group”)) plans, expectations and strategy, including statements on OPC’s planned financings, OPC’s construction and development projects and development pipeline, including their portfolios of projects in various stages of development and construction, including the development of the Hadera 2 and Ramat Bekka projects, expected start of construction and completion dates of projects and estimated cost of and investment in projects, agreements to acquire or dispose of projects, expected financing of projects, and decisions to proceed or to not proceed with projects in various stages of development, and the stage of development and expectations of such projects, including expected commercial operation date, and the total volume (in MW), grid connection, carbon capture potential (if any), and other statements regarding other expectations about these projects, statements regarding the electricity tariff in Israel and statements regarding virtual suppliers, statements regarding characteristics of projects including timelines, contracting, expected maintenance work and expected timing and impact of plant shutdowns, availability of plants, including the reduction of operations to identify potential defects, and commercial operation of plants, statements regarding agreements and expected agreements with tax equity partners, expected tax benefits, the capacity prices published by the PJM and expected revenues including statements regarding secured capacity revenues, statements regarding the NYISO and ISO-NE markets capacity payments and availability prices, pricing methodology, and expectations with respect to interest rates, statements regarding the war in the Middle East and other related military actions, including the expected impact on OPC, on market demand and on the availability of natural gas, statements regarding forecasted electricity and natural gas prices for 2026, 2027 and 2028 and underlying assumptions, excise tax on fuel, expected electricity margin, the scope of energy hedges, plans for hedging electricity margins and expected generation and net hedged energy margin, and the impact of weather events and conditions, statements on the negotiations for increasing and/or exchanging holdings in some of CPV Group’s power plants, and the status and/or payment terms of the acquisition or disposal of stakes in the existing portfolio projects, including expected completion date and expected accounting impact, carbon emissions regulation and the expected impact on CPV Group, gas supply agreements, plans and agreements for supply of electricity, statements regarding the industry and market and potential and proposed regulatory and political developments and expected impact on OPC, statements regarding the impact of seasonality, statements regarding additional bank financing to be used for bond repayments, statements regarding the expected value of profit sharing compensation plans for employees, statements regarding the expected impact of changes in laws, rules, policies and orders including tariffs and customs duty, and other legislative changes with respect to renewable activities and projects, on CPV Group’s business, and statements regarding recently published regulations in Israel and potential impact on OPC and potential investments and investment opportunities in the renewable energy sector in Israel and other non-historical statements. These statements are not historical facts, but rather are based on OPC management’s current expectations or beliefs, and are subject to uncertainty and changes in circumstances. These forward-looking statements are subject to a number of risks and uncertainties which could cause the actual results to differ materially from those indicated in such forward-looking statements. Such risks include risks relating to potential failure to obtain regulatory or other approvals for projects or to meet the required conditions and milestones for development of projects, risks as to the feasibility of carbon capture potential, the risk that OPC (including CPV Group) may fail to develop or complete projects or any other planned transactions as planned (including as to the actual cost and characteristics of projects and other transactions) or at all, the risk that tenders are not successful and that development projects do not proceed to construction, risks relating to grid connection, risks relating to financing of construction and development projects, risks relating to new and existing regulations and proposed changes to regulations including tariff structure and methodology and risks relating the proposed excise tax on fuel in Israel, risks relating to license requirements and regulatory decisions, risks relating to tariffs and gas prices and hedging and the impact on OPC’s results, risks relating to electricity prices and natural gas prices in the U.S. and Israel including the risk that prices may differ from the forecasts included in OPC’s report and the impact of hedging arrangements of CPV Group, risks relating to changes in laws, rules, policies and orders including tariffs and customs duty and other legislative changes, risks relating to the war in the Middle East and other related military actions and its impact on OPC and other risks and factors, including those risks set forth under the heading “Risk Factors” in Kenon’s most recent Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission and other filings. Except as required by law, Kenon undertakes no obligation to update these forward-looking statements, whether as a result of new information, future events, or otherwise. Capitalized terms used but not defined herein shall have the meanings given to them in OPC’s Periodic Report.

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OPC’s Periodic Report has been prepared and published by OPC and Kenon makes no representation or warranty as to such report or the information contained. Statements of intent, goals, plans and similar expressions included in OPC’s Periodic Report are those of OPC and/or CPV Group and not of Kenon.

*English convenience translation from Hebrew original document.

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.