Foreign Filer Report • Nov 20, 2025
Foreign Filer Report
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For the month of November 2025
Commission File Number 000-20181
Azrieli Center 26 Harokmim St. Holon, 5885800 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 ☐
On November 19, 2025, Sapiens International Corporation N.V. ("Sapiens" or the "Company") held an Extraordinary General Meeting of shareholders (the "Extraordinary Meeting") to consider certain proposals related to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 12, 2025, by and among the Company, SI Swan UK Bidco Limited, a private limited company incorporated under the laws of Guernsey, SI Swan Guernsey Holdco Limited, a private limited company incorporated under the laws of Guernsey ("Parent"), and SI Swan Cayman Merger Sub Ltd., a Cayman Islands exempted company incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, subject to the conditions therein, Merger Sub will merge with and into the Company (the "Merger") and cease to exist, with the Company being the surviving company in the Merger.
All proposals submitted by Sapiens' Board of Directors (the "Board") to the Company's shareholders, which were described at greater length in the notice and proxy statement with respect to the Extraordinary Meeting (which was attached as Exhibit (a)-(1) to the Company's Schedule 13E-3, as amended by Amendment No. 1, filed with the Securities and Exchange Commission on October 16, 2025) (the "Proxy Statement"), were approved at the Extraordinary Meeting, consisting of:
Because the Company's shareholders approved the special resolutions, or Proposal No. 1 and Proposal No. 2, a vote on the ordinary resolution to adjourn the Extraordinary Meeting, or Proposal No. 4, as described in the Proxy Statement, was not called during the Extraordinary Meeting.
The description of each of the above proposals that were approved by the Company's shareholders, as set forth in the Proxy Statement, is incorporated by reference herein.
1
The contents of this Report of Foreign Private Issuer on Form 6-K (this "Form 6-K") are incorporated by reference into Sapiens' registration statements on Form S-8, SEC file numbers 333-177834, 333-213817 and 333-260325, filed by the Company with the Securities and Exchange Commission on November 9, 2011, September 27, 2016 and October 18, 2021, respectively, and shall be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
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.
SAPIENS INTERNATIONAL CORPORATION N.V.
Dated: November 19, 2025 By: /s/ Roni Giladi
Roni Giladi Chief Financial Officer
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