Formula Systems (NASDAQ: FORTY) sets $13.045 special dividend, $200M total
Rhea-AI Filing Summary
Formula Systems (1985) Ltd. is distributing a one-time special cash dividend of $13.045 per share, totaling approximately $200 million, based on its 2025 results and the completion of Advent’s acquisition of Sapiens. The board approved this after reviewing the company’s liquidity and capital needs.
The dividend will be paid on June 4, 2026 to shareholders of record at the close of trading on May 25, 2026 on Nasdaq or the Tel-Aviv Stock Exchange. It will be paid in U.S. dollars for both ordinary shares and American Depositary Receipts. Under Israeli law, the dividend is subject to withholding tax of 30% for holders of 10% or more of the share capital and 25% for other shareholders, subject to exemptions.
Positive
- Large one-time cash return: Board approved a special cash dividend of $13.045 per share, totaling approximately $200.0 million, reflecting confidence in liquidity and cash generation following the 2025 results and the completion of Advent’s acquisition of Sapiens.
Negative
- None.
Insights
$200M special dividend returns substantial cash to shareholders.
Formula Systems has authorized a special cash dividend of $200.0 million, or $13.045 per share, tied to its 2025 results and the completion of Advent’s acquisition of Sapiens. This is a large, clearly defined return of capital to equity holders.
The board states it evaluated current and foreseeable liquidity and capital needs before approving the payout, indicating confidence in the company’s cash generation and balance sheet. The distribution is a one-time event rather than a recurring dividend change, so its implications are mainly about capital structure, not ongoing yield.
Key mechanics are the May 25, 2026 record date, the June 4, 2026 payment date, and Israeli withholding tax of 30% for 10%-plus holders and 25% for others. Investors can use those specifics, together with future disclosures, to assess post-dividend cash levels and any impact on funding flexibility.
Key Figures
Key Terms
special cash dividend financial
American Depositary Receipts financial
withholding tax at source financial
forward-looking statements regulatory
Private Securities Litigation Reform Act of 1995 regulatory
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 May 2026
Commission File Number 0-29442
FORMULA SYSTEMS (1985) LTD.
(Translation of registrant’s name into English)
Terminal Center, 1 Yahadut Canada Street, Or-Yehuda, Israel 6037501
(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 ☐
CONTENTS
Declaration of Special Cash Dividend
On May 14, Formula Systems (1985) Ltd. (“we” or “us”) announced that its board of directors has approved the distribution of a special cash dividend, based on our 2025 results, including, particularly, the completion of the acquisition of Sapiens by Advent, of $13.045 per share, or approximately $200.0 million in total. A copy of our press release announcing our special cash dividend is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) and is incorporated herein by reference.
Exhibits
| Exhibit No. | Title of Exhibit | |
| 99.1 | Press release dated May 14, 2026 titled “Formula Systems Declares a Special Cash Dividend of $200 Million, or $13.045 Per Share, for Year 2025” |
1
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.
| FORMULA SYSTEMS (1985) LTD. | |||
| By: | /s/ Asaf Berenstin | ||
| Name: | Asaf Berenstin | ||
| Title: | Chief Financial Officer | ||
| Date: | May 14, 2026 | ||
2
Exhibit 99.1
PRESS RELEASE
Formula Systems Declares a Special Cash Dividend of $200 Million, or $13.045 Per Share, for Year 2025
Or Yehuda, Israel, May 14, 2026 – Formula Systems (1985) Ltd. (Nasdaq and TASE: FORTY) (“Formula” or the “Company”), a global information technology group engaged, through its subsidiaries and affiliates, in providing software consulting services and computer-based business solutions and developing proprietary software products, today announced that its board of directors has approved the distribution of a special cash dividend, based on Formula’s results for 2025, including, in particular, the completion of the acquisition of Sapiens by Advent, of $13.045 per share, or approximately $200.0 million in total.
The dividend will be paid on June 4, 2026 to all of the Company’s shareholders of record at the close of trading on the Nasdaq Global Select Market (or the Tel-Aviv Stock Exchange, as appropriate) on May 25, 2026. The dividend will be paid in U.S dollars both with respect to the Company’s ordinary shares traded on the Tel Aviv Stock Exchange and its American Depositary Receipts traded on the Nasdaq Global Select Market.
In reaching its decision to declare the special dividend, the Board of Directors evaluated such factors as the current and foreseeable liquidity and capital needs of Formula and felt comfortable declaring the special dividend and rewarding our longstanding shareholders.
“This dividend distribution to Formula’s shareholders underscores our company’s financial performance and our unwavering confidence in our strategic execution,” stated Guy Bernstein, CEO of Formula Systems. “We remain confident that strong performance across our investment portfolio will continue to drive accretive growth and provide significant cash generation. I thank our shareholders for their steadfast loyalty and support and look forward to continuing our growth trajectory in the coming years.”
In accordance with Israeli tax law, the dividend is subject to withholding tax at source at the rate of 30% (if the recipient of the dividend is at the time of distribution or was at any time during the preceding 12-month period the holder of 10% or more of the Company’s share capital) or 25% (for all other dividend recipients) of the dividend amount payable to each shareholder of record, subject to applicable exemptions.
About Formula
Formula Systems, whose ordinary shares are traded on the Tel-Aviv Stock Exchange and ADSs are traded on the Nasdaq Global Select Market, is a global information technology holding company engaged, through its subsidiaries and affiliates, in providing software consulting services and computer-based business solutions and developing proprietary software products.
For more information, visit www.formulasystems.com.
Press Contact:
Formula Systems (1985) Ltd.
+972-3-5389305
ir@formula.co.il
Forward Looking Statements
Certain matters discussed in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that are based on Formula Systems’ (“we,” “us” or “our”) beliefs, assumptions and expectations, as well as information currently available to us. Such forward-looking statements may be identified by the use of the words “anticipate,” “believe,” “estimate,” “expect,” “may,” “will,” “plan” and similar expressions. Such statements reflect our current views with respect to future events and are subject to certain risks and uncertainties. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: adverse macro-economic trends and their duration, including persistent inflation, relatively high interest rates, and supply chain delays, which trends may last for a significant period and materially adversely affect our results of operations; the degree of our success in our plans to leverage our global footprint to grow our sales; the degree of our success in integrating the companies that we have acquired through the implementation of our M&A growth strategy; the degree of our success in developing and deploying new technologies for software solutions that address the updated needs of our customers and serve as the basis for our revenues; the lengthy development cycles for our solutions, which may frustrate our ability to realize revenues and/or profits from our potential new solutions; our lengthy and complex sales cycles, which do not always result in the realization of revenues; the degree of our success in retaining our existing customers and competing effectively for greater market share; difficulties in successfully planning and managing changes in the size of our operations; the frequency of the long-term, large, complex projects that we perform that involve complex estimates of project costs and profit margins, which sometimes change mid-stream; the challenges and potential liability that heightened privacy laws and regulations pose to our business; occasional disputes with clients, which may adversely impact our results of operations and our reputation; various intellectual property issues related to our business; potential unanticipated product vulnerabilities or cybersecurity breaches of our or our customers’ systems, particularly in the current hybrid office/work-from-home environment; risks related to industries, such as healthcare, defense and telecom, in which certain of our clients operate; risks posed by our global sales and operations, such as changes in regulatory requirements, geopolitical conflicts, wide-spread epidemics or fluctuations in currency exchange rates; and risks related to our and our subsidiaries’ principal location in Israel.
While we believe such forward-looking statements are based on reasonable assumptions, should one or more of the underlying assumptions prove incorrect, or these risks or uncertainties materialize, our actual results may differ materially from those expressed or implied by the forward-looking statements. Please read the risks discussed under the heading “Item 3.D Risk Factors” in our most recent Annual Report on Form 20-F for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission on May 13, 2026, in order to review conditions that we believe could cause actual results to differ materially from those contemplated by the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, or to conform those statements to actual results or to changes in our expectations.