Freightos (NASDAQ: CRGO) resets RSU terms for independent board chair

Rhea-AI Filing Summary

Freightos Limited updated the equity compensation for its independent Chairman, Dr. Udo Lange. The Board replaced a variable RSU structure, which depended on the future trading price of the company’s ordinary shares, with a fixed grant of 121,952 restricted share units.

These 121,952 RSUs will vest and settle for 121,952 ordinary shares in four equal annual installments of 30,488 shares on each anniversary of the original July 28, 2025 grant date, increasing the initial July 28, 2026 settlement from 24,390 to 30,488 shares. The previously granted options to purchase 300,000 ordinary shares remain unchanged. This Form 6-K is incorporated by reference into the company’s existing Form S-8 and Form F-3 registration statements.

Key Figures

Chairman stock options: 300,000 options Initial RSU grant value: $300,000 Original first RSU tranche: 24,390 RSUs +5 more

8 metrics

Chairman stock options 300,000 options One-time grant upon appointment as Chairman on July 28, 2025

Initial RSU grant value $300,000 Approximate value of original RSU grant upon appointment

Original first RSU tranche 24,390 RSUs Originally scheduled to settle on July 28, 2026

Quarterly RSU value basis $15,000 Original formula per quarter over four years after initial settlement

Minimum RSU price $2.46 per RSU Floor price in original RSU value-per-unit calculation

Amended total RSUs 121,952 RSUs Fixed RSU amount replacing variable structure

Annual RSU installment 30,488 shares Each of four equal annual vesting installments

Vesting period 4 years Annual vesting on the first four anniversaries of July 28, 2025

Key Terms

restricted share units, Form 6-K, Form S-8, Form F-3, +1 more

5 terms

restricted share units financial

"consisting of options to purchase 300,000 of the Company’s ordinary shares... and restricted share units (“RSUs”) with an approximate value of $300,000"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

Form 6-K regulatory

"As described in the Company’s Report of Foreign Private Issuer on Form 6-K furnished to the SEC on August 4, 2025"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

Form S-8 regulatory

"incorporated by reference into the Company’s registration statements on Form S-8 (File No. 333-270303)"

A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.

Form F-3 regulatory

"and Form F-3 (File No. 333-280302), to be a part thereof from the date on which this report is submitted"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

ordinary shares financial

"options to purchase 300,000 of the Company’s ordinary shares, par value $0.00001 per share"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

Form 6-K: How Foreign Companies Report to the SEC →

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File Number: 001-41604

Freightos Limited

(Translation of registrant's name into English)

Planta 10, Avda. Diagonal, 211

Barcelona, Spain 08018

(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:
	x Form 20-F	¨ Form 40-F

CONTENTS

Amendment to Equity Compensation of Independent Chairman of the Board

On April 28, 2026, the Board of Directors (the “Board”) of Freightos Limited (the “Company”) approved an amendment to the previously disclosed equity compensation of Udo Lange, the Company’s independent Chairman of the Board, who was appointed to serve in that role on July 28, 2025.

As described in the Company’s Report of Foreign Private Issuer on Form 6-K furnished to the SEC on August 4, 2025, upon his assumption of the chairmanship of the Board on July 28, 2025, Dr. Lange received a one-time grant of equity compensation, consisting of options to purchase 300,000 of the Company’s ordinary shares, par value $0.00001 per share (“ordinary shares”), and restricted share units (“RSUs”) with an approximate value of $300,000.

Under the original grant terms for the RSUs, the first tranche of RSUs was to consist of 24,390 RSUs that would settle for 24,390 ordinary shares on the one-year anniversary of Dr. Lange’s appointment— July 28, 2026. Over the course of a subsequent period of four years following that initial settlement date, additional RSUs were to settle for ordinary shares on a quarterly basis, with the number of underlying ordinary shares to be received by Dr. Lange each quarter to be determined based on a value of $15,000, divided by a value per RSU equal to the 30-day average closing price of the ordinary shares prior to the relevant settlement date (but subject to a minimum price of $2.46).

Under the amended terms of the initial, one-time RSU grant approved by the Board, the number of RSUs to be received by Dr. Lange will no longer be determined based on the future trading price of the ordinary shares and will instead be comprised of a finite number of RSUs— 121,952 RSUs. The 121,952 RSUs will vest and settle for 121,952 underlying ordinary shares in equal annual installments, of 30,488 ordinary shares each, on the first four anniversaries of the original July 28, 2025 grant date (such that Dr. Lange will receive 30,488, not 24,390, ordinary shares, on the initial July 28, 2026 settlement date).

Unlike the one-time RSU award, the one-time options award granted to Dr. Lange upon his appointment as Chairman of the Board has not been modified by the Board.

Incorporation by Reference

The information in this Form 6-K is hereby incorporated by reference into the Company’s registration statements on Form S-8 (File No. 333-270303) and Form F-3 (File No. 333-280302), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURE

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.

	FREIGHTOS LIMITED
Date: May 26, 2026
	/s/ Michael Oberlander
	Name:	Michael Oberlander
	Title:	General Counsel

FAQ

What change did Freightos (CRGO) make to its chairman’s equity compensation?

Freightos changed Dr. Udo Lange’s RSU award from a price-based, variable grant to a fixed grant of 121,952 RSUs. These units now vest in equal annual installments over four years from the original July 28, 2025 grant date.

How will Dr. Udo Lange’s RSUs vest under the new terms at Freightos (CRGO)?

Under the new terms, Dr. Lange’s 121,952 RSUs vest and settle in four equal annual installments of 30,488 ordinary shares each. Vesting occurs on the first four anniversaries of the original July 28, 2025 grant date.

How did the initial RSU settlement for Freightos (CRGO) chairman change?

The first settlement on July 28, 2026 increases from 24,390 ordinary shares to 30,488 ordinary shares. This reflects the shift from a variable, price-based RSU formula to a fixed total of 121,952 RSUs granted to Dr. Lange.

Were Dr. Udo Lange’s stock options at Freightos (CRGO) affected by this amendment?

No, the one-time options award granted to Dr. Lange, covering 300,000 ordinary shares, remains unchanged. Only the structure and amount of his restricted share units (RSUs) were amended by the Board’s April 28, 2026 decision.

How were Freightos (CRGO) chairman’s RSUs originally structured before the amendment?

Originally, RSUs included a first tranche of 24,390 units, then additional quarterly settlements over four years. Quarterly amounts equaled $15,000 divided by the 30-day average share price, with a minimum price of $2.46 per RSU.

Into which registration statements is this Freightos (CRGO) Form 6-K incorporated?

This Form 6-K is incorporated by reference into Freightos’ registration statements on Form S-8 (File No. 333-270303) and Form F-3 (File No. 333-280302), making the updated compensation terms part of those filings from the submission date.