Sapiens International Completes Merger Transaction

TL;DR

Sapiens International closed its merger deal on Dec 17, 2025.

AI Summary

On December 17, 2025, Sapiens International Corporation N.V. completed a merger transaction as contemplated by an Agreement and Plan of Merger. The company, a Cayman Islands exempted company, entered into this agreement with SI Swan UK Bidco Limited and SI Swan Guernsey Holdco Limited.

Why It Matters

This filing indicates the completion of a significant corporate restructuring event for Sapiens International, which could impact its future operations and shareholder value.

Risk Assessment

Risk Level: low — This is a routine 6-K filing reporting the completion of a merger, with no immediate negative indicators.

Key Players & Entities

• Sapiens International Corporation N.V. (company) — The reporting company
• December 17, 2025 (date) — Closing Date of the merger
• SI Swan UK Bidco Limited (company) — Party to the merger agreement
• SI Swan Guernsey Holdco Limited (company) — Party to the merger agreement

FAQ

Key Financial Figures

• $43.50 — n and exchange for the right to receive $43.50 in cash per Common Share without intere
• $0.0001 — herefor. Each ordinary share, par value $0.0001 per share, of Merger Sub issued and out
• $757,692,309 — ) with an aggregate principal amount of $757,692,309 (the “ Loan Note Amount ”)
• $300 million — Topco with an aggregate value equal to $300 million. On December 17, 2025, the Company iss

Filing Documents

• ea0269665-6k_sapiens.htm (6-K) — 25KB
• ea026966501ex99-1_sapiens.htm (EX-99.1) — 17KB
• ex99-1_001.jpg (GRAPHIC) — 3KB
• ex99-1_002.jpg (GRAPHIC) — 7KB
• 0001213900-25-122732.txt ( ) — 56KB

From the Filing

OF FOREIGN PRIVATE ISSUER UNITED STATES 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 For the month of December 2025 Commission File Number 000-20181 SAPIENS INTERNATIONAL CORPORATION N.V. 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 CONTENTS On December 17, 2025 (the “ Closing Date ”), Sapiens International Corporation N.V., a Cayman Islands exempted company registered in the Cayman Islands (the “ Company ”), completed the transactions contemplated by the Agreement and Plan of Merger (the “ Merger Agreement ”) entered into by and among the Company, 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 ”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein and in accordance with Part 16 of the Companies Act (as revised) of the Cayman Islands, Merger Sub was merged with and into the Company (the “ Merger ”), with the Company continuing as the surviving company (the “ Surviving Company ”). Following the completion of the Merger, Parent was liquidated and the Surviving Company became a wholly owned subsidiary of Bidco and a beneficially owned subsidiary privately held by affiliates of Bidco and Formula Systems (1985) Ltd., a corporation incorporated under the laws of Israel (the “ Rollover Shareholder ”). The Merger Agreement, and the transactions contemplated thereby, including the Merger, was described in the proxy statement, dated October 16, 2025, distributed by the Company to its shareholders and attached as Exhibit (a)-(1) to the transaction statement on the Company’s amended Schedule 13E-3 that was filed with the United States Securities and Exchange Commission (the “ SEC ”) on October 16, 2025. Merger Consideration; Effect on Capital Stock At the effective time of the Merger (the “ Effective Time ”), each issued and outstanding common share, par value €0.01 per share, of the Company (each, a “ Common Share ” and collectively, the “ Common Shares ”) was cancelled and ceased to exist, in consideration and exchange for the right to receive $43.50 in cash per Common Share without interest and net of any applicable withholding taxes (the “ Per Share Merger Consideration ”), except for (a) 6,896,552 Common Shares held by the Rollover Shareholder, which continued to be validly issued, fully paid, non-assessable common shares, par value €0.01 per share, of the Surviving Company (the “ Rollover Shares ”), (b) 17,418,214 Common Shares other than the Rollover Shares (the “ Non-Rollover Shares ”) which had previously been transferred by the Rollover Shareholder to Merger Sub in exchange for a non-interest bearing loan note instrument, (c) Common Shares held by Parent, Merger Sub and any of their respective subsidiaries, and (d) all Common Shares held by the Company or any subsidiary of the Company or held in the Company’s treasury, in each case for (b), (c) and (d), issued and outstanding immediately prior to the Effective Time, which were cancelled and ceased to exist at the Effective Time without payment of any consideration or distribution therefor. Each ordinary share, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable common share, par value €0.01 per share, of the Surviving Company. Treatment of Company Equity Awards Additionally, immediately prior to the Effective Time, the Company provided for the treatment of options to purchase Common Shares granted under the terms and conditions set forth in the Sapiens International Corporation N.V. 2011 Share Incentive Plan, the Sapiens International Corporation N.V. 2021 Stock Incentive Plan and any prior similar Company share option plan that expired prior to the date of the Merger Agreement (collectively, the “ Company Share Plans ”) (each, a “ Company Option ”) and restricted share unit awards granted under the terms and conditions set forth in the Company Share Plans (each, a “ Company RSU ”), as described below: Immediately prior to the Effective Time, the Company caused (i

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