FORM 6 K Periodic report of OPC Energy Ltd. for SEPTEMBER 30,2024

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

OF THE SECURITIES EXCHANGE ACT OF 1934

November 13, 2024

Commission File Number 001-36761

Kenon Holdings Ltd.

1 Temasek Avenue #37-02B Millenia Tower

Singapore 039192

(Address of principal executive offices)

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

Periodic Report of OPC Energy Ltd. for the Nine Month and Three Month Periods Ended September 30, 2024

On November 13, 2024, Kenon Holdings Ltd.'s subsidiary OPC Energy Ltd. ("OPC") reported to the Israeli Securities Authority and the Tel Aviv Stock Exchange its periodic report (in Hebrew) for the nine-month and three-month periods ended September 30, 2024 ("OPC's Periodic Report"). English convenience translations of (i) the Report of the Board of Directors for the Nine-Month and Three-Month Periods ended September 30, 2024 and (ii) the Unaudited Condensed Consolidated Interim Financial Statements as at September 30, 2024, each as published in OPC's Periodic 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 with respect to: OPC's business strategy including OPC's plans to expand its activities in the generation and supply of renewable electricity, OPC's and CPV's construction and development projects and tenders, including expected start of construction and completion date of projects, estimated investment in projects, and characteristics of projects (e.g., capacity and technology) and stage of development of such projects, including expected commercial operation date ("COD"), and other information relating to construction and development projects and tenders including the total MW in various stages of development, estimated construction cost, expected competitive advantage, the description of projects in various stages of development, carbon capture projects or projects with carbon capture potential such as the Basin Ranch project, and statements relating to expectations about these projects, expected timing for completion for maintenance work, the agreements with a U.S. private equity fund for an investment in CPV Renewable including the terms and expected timing of completion of the investment and related statements and the expected accounting implications of the transaction for OPC, the agreements by CPV Group to acquire additional holdings in the Shore and Maryland power plants, including the expected investment amount and expected timing of completion of the transactions, and CPV's intention to examine opportunities to increase stakes in projects it owns, the expected impact on CPV Group's results of the availability prices in the PJM published in July 2024 including the expected impact resulting from the agreements to increase stakes in the Shore and Maryland power plants and the proposed postponement of the next PJM availability tender and potential changes in determining the demand curve and expected impact, expectations with respect to interest rates, the war in Israel and potential impact on OPC including statements about insurance policies covering war and terrorist risk, the Electricity Authority decision with respect to smart meters, electricity and natural gas prices including tariffs in Israel, forecasted electricity and natural gas prices for 2024, 2025 and 2026 and electricity margin, capacity payments and revenues, guaranteed capacity payments and the scope of energy hedges including for 2024 and 2025, the NYISO and ISO-NE markets capacity payments and availability prices, plans for hedging electricity margins, the impact of seasonal fluctuations in tariffs, carbon emissions regulation and the expected impact on CPV, provisions of financing agreements including cash sweep mechanisms and OPC's expectations to refinance or extend the Shore project's debt financing, gas supply agreements, and statements with respect to industry and potential regulatory developments in Israel and the U.S., including the Clean Air Act electricity tariffs and guaranteed payments in the U.S., the impact of seasonality and seasonal tariffs, the Electricity Authority tariffs, including statements about proposed changes in tariff structure and calculation methodology in Israel and expected impact on OPC, the expected excise tax on fuel in Israel and the expected impact of such a tax on OPC 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 its projects, the risk that OPC (including CPV) 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 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, risks relating to the war in Israel and its impact on OPC and its business including the ability to obtain insurance 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 SEC 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.

Exhibits

1. OPC Energy Ltd. - Report of the Board of Directors for the Nine-Month and Three-Month Periods ended September 30, 2024, as published on November 13, 2024 with the Israeli Securities Authority and Tel Aviv Stock Exchange*
2. OPC Energy Ltd. - Unaudited Condensed Consolidated Interim Financial Statements as at September 30, 2024, as published on November 13, 2024 with the Israeli Securities Authority and Tel Aviv Stock Exchange*

*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.

Exhibit 99.1

OPC ENERGY LTD.

Report of the Board of Directors regarding the Company's Matters for the nine-month and three-month periods ended September 30, 2024

The Board of Directors of OPC Energy Ltd. (hereinafter - "the Company") is pleased to present herein the Report of the Board of Directors regarding the activities of the Company and its investee companies (hereinafter together - "the Group"), as at September 30, 2024 and for the nine-month and three-month periods then ended (the Period of the Report").

Except for the data reviewed in the Company's interim consolidated financial statements as at September 30, 2024 (hereinafter - "the Interim Statements") that is included in this report below, the data appearing in the Report of the Board of Directors has not been audited or reviewed by the Company's auditing CPAs.

This Report of the Board of Directors is submitted on the assumption that the interim reports and all parts of the Company's Periodic Report for 2023, which was published on March 12, 2024 (Reference No.: 2024-01-021301) ("the Periodic Report for 2023"), are before the reader and references to the Company's reports include the information presented therein by means of reference.

OPC Energy Ltd.

Report of the Board of Directors

1. Executive Summary (Cont.)

Main developments in the third quarter and thereafter

2 Including the expected amount in connection with reduction of the leverage in respect of the holdings being acquired in one of the projects.

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OPC Energy Ltd.

Report of the Board of Directors

1. Executive Summary (Cont.)

Portfolio of about 10.1 GW and about 2.8 GWh of storage (for details - see Section 6 below)

United States (*)

1. The above chart does not include increase in the holdings in the Shore power plant at the rate of 31% and in the Maryland power plant at the rate of 25%, and the investment agreement in the renewable-energy area, which as at the approval date of the report had not yet been completed.

1. Natural gas with carbon capture potential - presented in the above diagram based on the rate of holdings of CPV (70%). In addition, the CPV Group has additional projects in the area of natural gas with carbon capture potential with a scope about 5GW (CPV's share - about 3.9GW) that are in the initial development stages.

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OPC Energy Ltd.

Report of the Board of Directors

Israel (*)

1. The early development does not include the Hadera 2 project, with a capacity of 850 megawatts, in light of the Government's decision to reject the plan, as stated in Section 10A below. As at the approval date of the report, the Company had filed a petition with the High Court of Justice against the Government's decision to reject one of the plans.

That stated with respect to the development stages, capacities and expectations regarding construction of the development projects constitutes "forward-looking" information as it is defined in the Securities Law, which is based on the Company's estimates at the date of the report and regarding which there is no certainty they will be realized. Ultimately, there could be changes in the characteristics of the projects and/or delays due to regulatory and/or operating factors and/or realization of one or more of the risk factors to which the Company is exposed, as stated in Part A of the Periodic Report for 2023. Advancement of the development projects is subject to the discretion of the Company's competent organs and existence (fulfillment) of additional conditions, as stated in Part A of the Periodic Report for 2023.

2. Brief description of the areas of activity

The Company is a public company the securities of which are listed for trade on the Tel Aviv Stock Exchange Ltd. (hereinafter - "the Stock Exchange").

For details regarding the Group's activity segments in the period of the report - see Part 2 of the Report of the Board of Directors that is included in the Periodic Report for 2023 ("Report of the Board of Directors for 2023") and Note 27 to the annual financial statements.

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OPC Energy Ltd.

Report of the Board of Directors

3. Main Developments in the Business Environment

3.1 General

1. Macro-economicenvironment (particularly inflation and interest)- for details regarding the business environment and the macro-economic situation in which the Group companies operate, significant changes that occurred in 2022-2023 and the impact thereof on the Group's activities - see Section 3.1A of the Report of the Board of Directors for 2023.
   In the U.S, in the interest-rate decision made in September 2024, the interest rate was cut by 0.5% to the level of 4.75%-5%, and in the interest-rate decision made in November 2024, the interest rate was cut by 0.25% to the level of 4.5%-4.75%. Pursuant to estimates published by the U.S. Federal Reserve Bank, during 2024 an additional rate reduction of 0.25% is expected to the level of 4.25%-4.5%. In Israel, in the January 2024 interest decision Bank of Israel decided to reduce the interest rate to 4.5% while in the other interest-rate decisions there was no change, where according to the forecasts published by Bank of Israel, against the background of continuation of the war no change is expected in the interest rate in 2025.
   Set forth below is data with reference to the currency exchange rate, Consumer Price Index (CPI) in Israel and in the U.S. the interest rates of Bank of Israel and the interest rates of the Fed in U.S.:

For details regarding credit linked to the CPI or to prime - see Section 9B of the Report of the Board of Directors for 2023, and that stated in Note 7A(2) to the interim statements. For additional details regarding impacts of the changes in the macro-economic environment on the results of the Group's activities - see Section 11 of the Report of the Board of Directors for 2023.

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