Formula Systems (1985) Ltd. — Major Shareholding Notification 2025

Dec 17, 2025

xml version="1.0" encoding="UTF-8"? SCHEDULE 13D/A Field: Pseudo-Tag; ID: Name; Data: FORMULA SYSTEMS (1985) LTD 0001045986 XXXXXXXX LIVE 25 Common Shares, (euro) 0.01 Par Value 12/17/2025 false 0000885740 G7T16G103 Sapiens International Corporation N.V. Azrieli Center 26 Harokmim Street Holon L3 5885800 Guy Bernstein 972-3-5389305 Formula Systems (1985) Ltd. Terminal Center, 1 Yahadut Canada Street Or-Yehuda L3 6037501 0001045986 N Formula Systems (1985) Ltd. WC N L3 0.00 0.00 0.00 0.00 0.00 N 0.00 CO Common Shares, (euro) 0.01 Par Value Sapiens International Corporation N.V. Azrieli Center 26 Harokmim Street Holon L3 5885800 Formula Systems (1985) Ltd., an Israeli company ("Formula" or the "Reporting Person") Formula's principal office is at Terminal Center, 1 Yahadut Canada Street, Or-Yehuda, Israel 6037501. Formula's principal business is engaging, through its subsidiaries and affiliates, in providing software consulting services and computer-based business solutions and developing proprietary software products. During the last five years, the Reporting Person has not been convicted in a criminal proceeding. During the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Not applicable. The Reporting Person utilized working capital in acquiring Common Shares that it had held. The Reporting Person is filing this Amendment No. 25 to Schedule 13D ("Amendment No. 25") in order to report that it no longer holds any Common Shares of the Issuer. The transactions contemplated under that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 12, 2025, by and among the Issuer, SI Swan UK Bidco Limited, a private limited company incorporated under the laws of Guernsey ("Bidco"), 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") were completed on December 17, 2025, pursuant to which Merger Sub has merged with and into the Issuer (the "Merger") and ceased to exist, with the Issuer as the surviving company in the Merger. As contemplated under the Merger Agreement and ancillary agreements related to the Merger, the Common Shares have been delisted from the Nasdaq Global Select Market and the Tel-Aviv Stock Exchange Ltd. and deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Issuer has become a privately held company. Pursuant to a rollover agreement, dated as of August 12, 2025, to which the Reporting Person was party with SI Swan UK Topco Limited, a private limited company incorporated under the laws of Guernsey ("Topco"), Parent, Bidco and Merger Sub (the "Rollover Agreement"), immediately after the consummation of the Merger, the Reporting Person exchanged all of its holdings of Common Shares for holdings in Topco. The responses of the Reporting Person to Rows (11) and (13) of the cover page of this Amendment No. 25 are incorporated herein by reference. The responses of the Reporting Person to Rows (7) through (10) of the cover page of this Amendment No. 25 are incorporated herein by reference. During the 60 days preceding the date of this Amendment No. 25, other than the exchange of its Common Shares for shares in TopCo pursuant to the Rollover Agreement, the Reporting Person has not effected any transactions in the Common Shares. Not applicable. The Reporting Person ceased to be the beneficial owner of more than 5% of the Common Shares on December 17, 2025, upon the closing of the Merger and the transactions under the Rollover Agreement. Please see the description of the Merger Agreement and Rollover Agreement in Item 4 above. The transactions contemplated under those agreements were completed on December 17, 2025. Exhibit 1. Agreement and Plan of Merger, dated as of August 12, 2025, by and among the Issuer, Bidco, Parent, and Merger Sub (incorporated by reference to Annex A to the Proxy Statement, dated October 16, 2025, for the Extraordinary General Meeting of the Issuer held on November 19, 2025, filed by the Issuer with the SEC as Exhibit 99.a(1) to Amendment No. 1 to the Rule 13E-3 Transaction Statement on Schedule 13E-3 on October 16, 2025) Exhibit 2. Rollover Agreement, dated as of August 12, 2025, by and among the Reporting Person, Topco, Parent, Bidco and Merger Sub (incorporated by reference to Exhibit 99.d(2) to Amendment No. 1 to the Rule 13E-3 Transaction Statement on Schedule 13E-3 on October 16, 2025) Formula Systems (1985) Ltd. /s/ Asaf Berenstin Asaf Berenstin, Chief Financial Officer 12/17/2025