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Formula Systems (NASDAQ: FORTY) boosts 2025 profit, closes Matrix–Magic merger

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Rhea-AI Filing Summary

Formula Systems reported strong 2025 results, with full-year revenues up 18.4% year over year to $2.63 billion. Net income attributable to Formula shareholders reached $606.5 million, driven largely by gains from discontinued operations following the completion of Sapiens’ acquisition by Advent.

Fourth-quarter revenues were $708.4 million, and full-year operating income from continuing operations was $196.4 million. Cash and cash equivalents rose to $1.28 billion as of December 31, 2025, and the company was in compliance with all debenture covenants. Subsidiaries delivered record results: Matrix achieved record quarterly and annual revenues, Michpal and TSG posted double‑digit growth with record revenues and adjusted EBITDA, and Zap Group ramped its new e‑commerce marketplace. Matrix and Magic Software completed a merger, with the combined entity reporting pro forma 2025 revenues of approximately $2.4 billion and EBITDA of approximately $0.3 billion.

Positive

  • Strong 2025 revenue and profit growth: Full-year revenues increased 18.4% year over year to $2.63 billion, while net income attributable to Formula shareholders surged to $606.5 million, supported by the Sapiens transaction.
  • Reinforced balance sheet and subsidiary momentum: Cash and cash equivalents rose to $1.28 billion as of December 31, 2025, all debenture covenants were met, and key subsidiaries (Matrix, Michpal, TSG) posted record revenues and adjusted EBITDA with double-digit growth.

Negative

  • Earnings quality skewed by discontinued operations: A substantial portion of 2025 net income reflects gains from discontinued operations linked to the Sapiens transaction, which are non-recurring, making underlying profitability from continuing operations less pronounced than headline net income suggests.

Insights

Results show strong growth and cash build, but earnings quality is boosted by a major divestiture.

Formula Systems delivered solid top-line growth in 2025, with revenues rising 18.4% to $2.63 billion, while operating income from continuing operations increased to $196.4 million. The standout figure is net income attributable to shareholders of $606.5 million, which is heavily influenced by net income from discontinued operations tied to the Sapiens transaction.

Cash and cash equivalents expanded sharply to $1.28 billion as of December 31, 2025, strengthening the balance sheet while the company remained in compliance with all debenture covenants. Subsidiaries Matrix, Michpal and TSG each reported record revenues and strong adjusted EBITDA growth, suggesting broad-based demand in cloud, cybersecurity, data and AI-related services.

The completed Matrix–Magic Software merger adds another structural growth pillar: on a pro forma basis, the combined entity generated $2.4 billion in 2025 revenues and $0.3 billion in EBITDA. However, a meaningful portion of 2025 profitability stems from the one-time Sapiens-related gain, so future filings will clarify the underlying run-rate earnings from continuing operations.

 

 

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 March 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

 

Quarterly Results of Operations

 

On March 26, 2026, Formula Systems (1985) Ltd. (“we” or “us”) announced our financial results for the fourth quarter and full year ended December 31, 2025.  A copy of our press release announcing our results 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   Formula Systems Reports Fourth Quarter and Full Year 2025 Financial Results

 

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: March 26, 2026  

 

2

 

EXHIBIT INDEX

 

EXHIBIT 
NUMBER
  DESCRIPTION
99.1   Formula Systems Reports Fourth Quarter and Full Year 2025 Financial Results

 

3

Exhibit 99.1

 

 

 

PRESS RELEASE

 

Formula Systems Reports Fourth Quarter and Full Year 2025 Financial Results

 

2025 Full-year revenues increased by 18.4% year over year, reaching $2.63 billion. Net income attributable to Formula shareholders reached $606.5 million following the completion of Sapiens’ acquisition by Advent.

 

OR YEHUDA, Israel, March 26, 2026 (GLOBE NEWSWIRE) -- 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 its fourth quarter and full year 2025 results of operations.

 

Financial Highlights for the Fourth Quarter Ended December 31, 2025

 

On August 13, 2025, Sapiens International Corporation N.V. (hereafter, “Sapiens”), a subsidiary of the Company at that time, announced that it had entered into a definitive agreement to be acquired by Advent, a leading global private equity investor, for $43.50 per common share in an all-cash transaction. Under the terms of the agreement, the Company will retain a significant minority ownership interest in Sapiens, which, under the new structure, represents approximately an 18.68% ownership stake, held through SI Swan UK Topco Limited, (Sapiens’ ultimate parent company). Retaining this meaningful minority position reflects the Company’s continued conviction in Sapiens’ long-term strategy, its talented team, and the opportunities ahead in partnership with Advent to accelerate the transition to AI and SaaS and deliver the next generation of insurance solutions for Sapiens’ customers. On November 19, 2025, Sapiens held an extraordinary general meeting of shareholders, at which all proposals relating to the definitive agreement were approved. The transaction was completed on December 17, 2025. Following the completion of the transaction, the Company ceased to have a controlling interest in Sapiens and, accordingly, presented the results of Sapiens separately as discontinued operations in its consolidated financial statements for the fourth quarter and full year, in accordance with IFRS 5.

 

Based on the Company’s results, and particularly the completion of the acquisition of Sapiens by Advent, the Company’s Board of Directors expects to distribute a dividend in the aggregate amount of up to $200 million, subject to approval of the Company’s audited financial statements for the fiscal year ended December 31, 2025. The Company expects to provide further information, including with respect to the record date and payment date, following the filing of its Annual Report on Form 20-F for the fiscal year ended December 31, 2025 (expected by mid-May 2026).

 

Revenues for the fourth quarter ended December 31, 2025, increased by 26.9% year over year, reaching a fourth quarter record-breaking $708.4 million, compared to $558.2 million in the same period last year.

 

Operating income for the fourth quarter ended December 31, 2025 decreased by 13.5% year over year, to $41.6 million compared to $48.1 million in the same period last year. The decrease in operating income primarily reflected higher amortization expenses relating to intangible assets. During the fourth quarter of 2025, the Company reassessed and revised the estimated useful lives of certain acquired customer relationship intangible assets related to a non-core activity. As a result of this change in accounting estimate, amortization expense increased by approximately $18.7 million for the quarter. The revision reflects, among other factors, changes in the expected pattern of economic benefits from these assets, including the impact of evolving technology conditions and market conditions in Israel over the past two years, which have adversely affected the relevant sector. This activity does not represent a core or strategic focus of the Company’s operations. Excluding the impact of this higher amortization expense, adjusted operating income for the fourth quarter ended December 31, 2025 would have been $60.3 million, representing an increase of 25.5% compared to the same period last year.

 

 

Net income from continued operation attributable to Formula Systems’ shareholders for the fourth quarter ended December 31, 2025, decreased by approximately 62.7% year over year, to approximately $4.3 million, or $0.27 per fully diluted share, compared to $11.7 million, or $0.74 per fully diluted share, in the same period last year. Excluding the impact of the higher amortization expenses resulting from revising the estimated useful lives of certain acquired customer relationship intangible assets ,net income from continued operation attributable to Formula Systems’ shareholders for the fourth quarter ended December 31, 2025, would have increased by approximately 60.9% to $18.7 million compared to the same period last year.

 

Net income attributable to Formula’s shareholders for the fourth quarter ended December 31, 2025, reached a record-braking $554.8 million, or $35.03 per fully diluted share, compared to $20.1 million, or $1.28 per fully diluted share, in the same period last year. The increase in net income attributable to Formula’s shareholders was primarily attributable to capital gain recognized upon completion of the transaction with Advent resulting in the loss of control by the Company and the results of Sapiens’ operations for the quarter. The contribution from Sapiens, including this gain, amounted to approximately $550.4 million.

 

Financial Highlights for the Full Year Ended December 31, 2025

 

Revenues for the full year ended December 31, 2025 increased by 18.4% year over year to approximately $2.63 billion, compared to $2.22 billion in the same period last year.

 

Operating income for the full year ended December 31, 2025 increased by 7.1% year over year, reaching $196.4 million, compared to $183.3 million in the same period last year. Excluding the impact of the higher amortization expenses resulting from revising the estimated useful lives of certain acquired customer relationship intangible assets, operating income for the full year ended December 31, 2025 would have increased by approximately 17.3% to $215.1 million compared to the same period last year.

 

Net income from continued operation attributable to Formula Systems’ shareholders for the full year ended December 31, 2025 decreased by approximately 24.8% year over year, to approximately $36.5 million, or $2.3 per fully diluted share, compared to $48.5 million, or $3.1 per fully diluted share, in the same period last year. Excluding the impact of the higher amortization expenses resulting from revising the estimated useful lives of certain acquired customer relationship intangible assets, net income from continued operation attributable to Formula Systems’ shareholders for the full year ended December 31, 2025 would have increased by approximately 4.9% to $50.9 million compared to the same period last year.

 

Net income attributable to Formula’s shareholders for the full year ended December 31, 2025 reached a record-breaking $606.5 million, or $38.39 per fully diluted share, compared to $79.7 million, or $5.09 per fully diluted share, in the same period last year. The increase in net income attributable to Formula’s shareholders was primarily attributable to capital gain recognized upon completion of the transaction with Advent resulting in the loss of control by the Company and the results of Sapiens’ operations for the full year. The contribution from Sapiens, including this gain, amounted to approximately $570 million.

 

As of December 31, 2025, Formula held 48.12%, 18.68%, 46.71%, 100%, 37.33%, 90.1%, 80%, 100%, 100%, 51% and 100% of the outstanding ordinary shares of Matrix IT Ltd., SI Swan UK Topco Limited., Magic Software Enterprises Ltd., Michpal Technologies Ltd., TSG IT Advanced Systems Ltd., Insync Staffing, Inc., Ofek Aerial Photography Ltd., ZAP Group Ltd., Shamrad Electronic (1997) Ltd., Hashahar Telecom And Electricity Ltd., and Formula Infrastructure Ltd., respectively.

 

Consolidated cash and cash equivalents and short-term bank deposits totaled approximately $1.3 billion as of December 31, 2025, compared to $563.2 million as of December 31, 2024.

 

2

 

Total equity as of December 31, 2025 was $1.8 billion (representing 49.9% of the total consolidated statements of financial position), compared to $1.39 billion (representing 46.1% of the total consolidated statements of financial position) as of December 31, 2024.

 

Debentures Covenants

 

As of December 31, 2025, Formula was in compliance with all of its financial covenants under the debenture series issued by it, based on the following achievements:

 

Covenant 1

 

Target equity attributable to Formula’s shareholders (excluding non-controlling interests): above $325 million.

 

Actual equity attributable to Formula’s shareholders as of December 31, 2025 was $1.4 billion.

 

Covenant 2

 

Target ratio of net financial indebtedness to net capitalization (in each case, as defined under the indenture for Formula’s Series C and D Secured Debentures): below 65%.

 

Actual ratio of net financial indebtedness to net capitalization, as of December 31, 2025 was (87.45%).

 

Covenant 3

 

Target ratio of net financial indebtedness to EBITDA (based on the accumulated calculation for the four most recent quarters): below 5.

 

Actual ratio of net financial indebtedness to EBITDA as of December 31, 2025 was (463.16%).

 

Comments of Management

 

Commenting on the results, Guy Bernstein, CEO of Formula Systems, said: “Formula Systems concludes 2025 with strong operating performance and significant strategic milestones that position the group for continued long-term growth. Our results reflect solid revenue expansion across our core activities, alongside the successful execution of key transactions, most notably the completion of the Sapiens transaction, which contributed significantly to our reported net income. Across the group, we continue to see strong demand for advanced technology solutions, particularly in areas such as cloud, cybersecurity, data, and AI, driving growth across our subsidiaries. At the same time, we remain focused on disciplined execution, operational excellence, and strengthening our global footprint.”

 

“On February 24, 2026, Matrix and Magic Software, both subsidiaries of Formula Systems, announced the completion of their merger agreement. Under the terms of the merger agreement, Magic Software shareholders received shares in the merged entity at an exchange ratio of 68.875% / 31.125% between Matrix and Magic Software shareholders, respectively, on a fully diluted basis. On a pro forma basis, the combined company reported 2025 revenues of approximately NIS 8.4 billion (approximately $2.4 billion), EBITDA of approximately NIS 1.0 billion (approximately $0.3 billion), and net income attributable to shareholders of approximately NIS 444 million (approximately $129 million), positioning it among the ten largest publicly traded IT services companies in the world. This strategic merger is designed to unlock substantial value for shareholders of both companies by creating a more robust, dynamic, and globally competitive organization. This transaction marks a defining moment in the history of both Matrix and Magic Software, representing a transformative step forward. By uniting two highly complementary organizations, this merger will create a stronger, more diversified company with expanded capabilities to serve clients worldwide, accelerate technological innovation, and drive long-term value creation.”

 

3

 

Matrix reported its best fourth quarter in history with fourth quarter record-breaking results recorded across all its key financial indices: revenues, gross profit, operating income, net income and EBITDA. Matrix revenues for the fourth quarter grew by 16.4% year over year reaching an all-time fourth quarter high of NIS 1.60 billion (approximately $492.2 million). Matrix revenues for the year grew by 11.8% year over year reaching an all-time high of NIS 6.2 billion (approximately $1.8 billion). Operating income for the fourth quarter grew by 15.0%, reaching NIS 137.9 million (approximately $42.4 million). Operating income for the full year grew by 16.0%, to NIS 522.1 million (approximately $151.8 million). We are pleased with Matrix’s continued recognition as a market leader in Israel in the implementation of fastest-growing technologies, such as cloud, cyber, digital, data, DevOps and AI, which enable the company to create significant value for its customers in managing, streamlining, accelerating and making its businesses thrive. Matrix continues to see strong demand for services and solutions across cybersecurity, cloud, data, and AI, in both the commercial and defense sectors. Matrix’s defense activities, together with the contribution of Commit following the Magic transaction, are generating annual revenues exceeding NIS 1 billion and continue to deliver strong double-digit growth. At the same time, the rapid evolution of AI is expanding the IT services market, driving increased demand for enterprise projects. Matrix is well positioned at the intersection of technological innovation and enterprise implementation, with significant growth potential across its core areas of activity.”

 

Michpal Technologies’ concluded 2025, a year in which it became a public company, with strong results and continued growth, reflecting its ability to leverage synergies and expand revenues and profits. With a solid cash position, the Company is advancing its acquisition strategy while strengthening its position in payroll, HR, and financial solutions. At the same time, we see AI as a key driver for enhancing its competitive advantage and supporting future growth, alongside ongoing efforts to expand through additional acquisition opportunities. Michpal concluded the full year of 2025 with record-breaking revenues of NIS 198.4 million (approximately $57.7 million), growing 24.2% year over year. Adjusted EBITDA increased by 43.6% year over year to a record-breaking NIS 76.1 million (approximately $22.1 million). Michpal Technologies offers comprehensive proprietary on-premise and web-based payroll software solutions and related services, as well as integrated specialized management systems in the field of financial accounting, taxation, and compliance for accounting professionals (accountants and tax consultants), bookkeepers, controllers, and CFOs.”

 

TSG concluded the fourth quarter and full year of 2025 with record-breaking results, demonstrating significant growth in revenue and profits across all its business segments. Revenues for the fourth quarter increased by approximately 34.1% year over year to a record-breaking NIS 114.8 million (approximately $35.3 million). Revenues for the full year 2025 increased by approximately 34% year over year to a record-breaking NIS 430 million (approximately $124.6 million). Adjusted EBITDA for the fourth quarter of 2025 increased by 33.9% year-over-year to a record-breaking NIS 17.8 million (approximately $5.5 million), compared to NIS 13.3 million (approximately $3.6 million) in the same period last year. Adjusted EBITDA for the full year 2025 increased by 31% year-over-year to record-breaking NIS 63.8 million (approximately $18.5 million), compared to NIS 48.7 million (approximately $13.1 million) in the same period last year. TSG announced several potential strategic business combination transactions that are expected to enhance its capabilities across the entire value chain of counter-UAV solutions - from detection and precise mapping, through autonomous interception platforms, to manufacturing and integration of operational systems. The integration of these capabilities with TSG’s command and control systems, which incorporate artificial intelligence, would enable TSG to offer end-to-end solutions and support real-time decision-making and interception capabilities to address low-altitude threats.”

 

“Over the past year, Zap Group, Israel’s leading consumer websites company, has demonstrated agility in adapting to evolving market dynamics. The launch of its groundbreaking E-Commerce Marketplace platform marks a pivotal transformation in its business model. By integrating cutting-edge technology and service-driven solutions, Zap Group has enhanced its relationships with small and medium-sized businesses, driving higher sales volumes, while deepening connections with end consumers through a 360-degree, holistic experience. In its first year of operation, the Marketplace platform has delivered remarkable results, with tens of thousands of transactions generating tens of millions of NIS. Currently, over 400 stores feature more than 100,000 products, reflecting strong adoption and success. The platform enables businesses to engage directly with consumers, fostering personalized relationships, leveraging data-driven insights, and effectively managing customer journeys. This innovation positions Zap Group at the forefront of Israel’s digital economy. In response to broader economic challenges, including the geopolitical situation in Israel since October 2023, Zap Group has adopted a prudent approach to investments and operations. While prioritizing operational efficiency and cost optimization, Zap Group remains committed to growth. As it continues to expand its digital platforms, enhance customer engagement, and optimize data management, Zap Group is well-positioned to deliver seamless and value-driven e-commerce experiences.”

 

4

 

Stand-Alone Financial Measures

 

This press release presents, further below, certain stand-alone financial measures to reflect Formula Systems’ stand-alone financial position in reference to its assets and liabilities as the parent company of its group of companies. These financial measures are prepared consistently with the accounting principles applied in the consolidated financial statements of the group. Such measures include investments in subsidiaries and a jointly controlled entity measured at cost adjusted by Formula Systems’ share in the investees’ accumulated undistributed earnings and other comprehensive income or loss.

 

Formula Systems believes that these financial measures provide useful information to management and investors regarding Formula Systems’ stand-alone financial position. Formula Systems’ management uses these measures to compare the Company’s performance in the current period to that of prior periods for trend analysis. These measures are also used in financial reports prepared for management and in quarterly financial reports presented to the Company’s board of directors. The Company believes that the use of these stand-alone financial measures provides an additional tool for investors to use in evaluating Formula Systems’ financial position.

 

Management of the Company does not consider these stand-alone measures in isolation or as an alternative to financial measures determined in accordance with GAAP. Formula Systems urges investors to review the consolidated financial statements which it includes in press releases announcing quarterly financial results, including this press release, and not to rely on any single financial measure to evaluate the Company’s business or financial position.

 

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

 

5

 

Forward Looking Statements

 

Certain matters discussed in this press release that are incorporated herein and therein by reference 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 or 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 the insurance, healthcare, defense and the telecom, in which certain of our clients operate; risks posed by our global sales and operations, such as changes in regulatory requirements, supply chain disruptions, geopolitical, wide-spread viruses and 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, 2024, filed with the U.S. Securities and Exchange Commission on May 14, 2025, 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. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance, events and circumstances reflected in the forward-looking statements will be achieved or will occur. 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.

 

6

 

FORMULA SYSTEMS (1985) LTD.

CONSOLIDATED CONDENSED STATEMENTS OF PROFIT OR LOSS

U.S. dollars in thousands (except per share data)

 

   Three months ended   Year ended 
   December 31,   December 31, 
   2025(*)   2024(*)   2025(*)   2024(*) 
   Unaudited   Unaudited 
Revenues   708,376    558,214    2,627,124    2,218,434 
Cost of revenues   568,265    436,932    2,107,962    1,772,678 
Gross profit   140,111    121,282    519,162    445,756 
Research and development costs, net   5,287    6,230    20,023    18,077 
Selling, marketing and general and administrative expenses   102,457    65,157    311,988    249,716 
Other income (expenses), net   9,226    (1,838)   9,226    5,369 
Operating income   41,593    48,057    196,377    183,332 
Financial expenses, net   23,537    7,335    49,988    24,467 
                     
Income before taxes on income   18,056    40,722    146,389    158,865 
Taxes on income   6,709    10,756    40,459    38,773 
                     
Income after taxes   11,347    29,966    105,930    120,092 
Share of profit of companies accounted for at equity, net   1,687    1,784    3,654    2,077 
                     
Net income from continued operations   13,034    31,750    109,584    122,169 
Net income from discontinued operations   522,591    19,303    567,828    71,621 
                     
Net income   535,625    51,053    677,412    193,790 
                     
Net income (loss) attributable to non-controlling interests:                    
From continued operations   8,686    20,094    73,070    73,626 
From discontinued operations   (27,843)   10,905    (2,137)   40,494 
Net income (loss) attributable to non-controlling interest   (19,157)   30,999    70,933    114,120 
                     
Net income attributable to Formula’s shareholders:                    
From continued operations   4,348    11,656    36,514    48,543 
From discontinued operations   550,434    8,398    569,965    31,127 
Net income attributable to Formula’s shareholders   554,782    20,054    606,479    79,670 
                     
Earnings per share from continued operations (basic)   0.29    0.76    2.39    3.18 
Earnings per share from discontinued operations (basic)   35.96    0.55    37.24    2.04 
Earnings per share (basic)   36.25    1.31    39.63    5.22 
                     
Earnings per share from continued operations (diluted)   0.27    0.74    2.30    3.10 
Earnings per share from discontinued operations (diluted)   34.76    0.54    36.09    1.99 
Earnings per share (diluted)   35.03    1.28    38.39    5.09 
                     
Number of shares used in computing:                    
Earnings per share (basic)   15,309,889    15,306,203    15,308,764    15,304,610 
Earnings per share (diluted)   15,836,266    15,697,976    15,786,901    15,636,664 

 

(*)Following the completion of the acquisition of Sapiens International Corporation by Advent, the results of Sapiens and the impact of the disposal transaction are presented as discontinued operations in our statements of income for the fourth quarter and full year 2025. Comparative figures for the fourth quarter and full year 2024 have been reclassified accordingly to conform with this presentation.

 

7

 

FORMULA SYSTEMS (1985) LTD.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

U.S. dollars in thousands

 

   December 31,   December 31, 
   2025   2024 (*) 
   (Unaudited)     
ASSETS        
CURRENT ASSETS:          
Cash and cash equivalents   1,280,121    507,799 
Short-term deposits   372    55,401 
Trade receivables, net   774,471    803,235 
Prepaid expenses and other accounts receivable   80,517    89,882 
Inventories   30,249    30,728 
Total current assets   2,165,730    1,487,045 
           
NON-CURRENT ASSETS:          
Financial assets measured at fair value through profit or loss   304,549    4,690(*)
Long-term investments and receivables   50,377    49,939(*)
Deferred taxes   26,915    33,850 
Investments in companies accounted for at equity   48,908    39,196 
Property, plants and equipment, net   47,614    51,795 
Right-of-use assets   145,462    156,225 
Intangible assets, net and goodwill   814,385    1,192,156 
Total non-current assets   1,438,210    1,527,851 
           
Total assets   3,603,940    3,014,896 
           
LIABILITIES AND EQUITY          
CURRENT LIABILITIES:          
Loans from banks and others   177,837    141,782 
Debentures   76,988    86,782 
Current maturities of lease liabilities   42,899    45,240 
Trade payables   368,319    296,211 
Deferred revenues   157,545    173,959 
Employees and payroll accrual   234,978    234,845 
Other accounts payable   196,459    98,046 
Dividend payable   7,886    - 
Liabilities in respect of business combinations   6,359    9,191 
Put options of non-controlling interests   61,206    52,420 
Total current liabilities   1,330,476    1,138,476 
           
LONG-TERM LIABILITIES:          
Loans from banks and others   68,368    62,733 
Debentures   118,363    188,090 
Lease liabilities   107,805    119,586 
Other long-term liabilities   57    11,708 
Deferred taxes   83,426    42,894 
Deferred revenues   16,457    12,522 
Liabilities in respect of business combinations   13,291    8,751 
Put options of non-controlling interests   61,577    30,553 
Employee benefit liabilities   5,798    10,238 
Total long-term liabilities   475,142    487,075 
           
EQUITY          
Total equity attributable to Formula Systems (1985) Ltd. shareholders   1,363,137    679,338 
Non-controlling interests   435,185    710,007 
Total equity   1,798,322    1,389,345 
           
Total liabilities and equity   3,603,940    3,014,896 

 

(*)Reclassified

 

8

 

FORMULA SYSTEMS (1985) LTD.

STAND-ALONE STATEMENTS OF FINANCIAL POSITION

U.S. dollars in thousands

 

   December 31,   December 31, 
   2025   2024 
   (Unaudited)     
ASSETS        
CURRENT ASSETS:        
Cash and cash equivalents   793,131    25,599 
Dividend receivable   448    12,013 
Other accounts receivable and prepaid expenses   5,527    4,798 
Total current assets   799,106    42,410 
           
NON-CURRENT ASSETS:          
Investment in subsidiaries and a jointly controlled entity (*)          
Matrix IT Ltd.   193,088    162,133 
Sapiens International Corporation N.V.   -    264,349 
Magic Software Enterprises Ltd.   132,183    133,786 
TSG IT Advanced Systems Ltd.   33,882    20,453 
Michpal Technologies Ltd.   108,099    69,127 
ZAP Group Ltd.   48,154    55,392 
Other   50,428    47,722 
Total investment in subsidiaries and a jointly controlled entity   565,834    752,962 
Financial assets measured at fair value through profit or loss   300,000    - 
Other investments and Long term receivables   23,904    24,860 
Property, plants and equipment, net   13    10 
Total non-current assets   889,751    777,832 
           
Total assets   1,688,857    820,242 
           
LIABILITIES AND EQUITY          
CURRENT LIABILITIES:          
Loans from banks and others   15,158    2,294 
Debentures   52,350    45,807 
Trade payables   963    1,146 
Other accounts payable   152,634    2,109 
Put options of non-controlling interests   992    1,005 
Dividends payable   7,883    - 
Total current liabilities   229,980    52,361 
           
LONG-TERM LIABILITIES:          
Loans from banks and others   871    3,047 
Debentures   46,204    85,496 
Deferred taxes Liability   48,665    - 
Total long-term liabilities   95,740    88,543 
           
EQUITY   1,363,137    679,338 
           
TOTAL LIABILITIES AND EQUITY   1,688,857    820,242 

 

(*)The investments’ carrying amounts are measured consistent with the accounting principles applied in the consolidated financial statements of the Group and representing the investments’ cost adjusted by Formula’s share in the investees’ accumulated undistributed earnings and other comprehensive income or loss.

 

9

 

FAQ

How did Formula Systems (FORTY) perform financially in 2025?

Formula Systems delivered strong 2025 results, with revenues rising 18.4% year over year to $2.63 billion. Net income attributable to Formula shareholders reached $606.5 million, significantly boosted by gains from discontinued operations following the completion of the Sapiens acquisition by Advent.

What drove Formula Systems’ net income attributable to shareholders in 2025?

Net income attributable to Formula shareholders reached $606.5 million, mainly influenced by net income from discontinued operations after Sapiens’ acquisition by Advent. Core operations also contributed, but the transaction-related gain made 2025 headline profitability much higher than in the prior year.

How strong is Formula Systems’ balance sheet at year-end 2025?

As of December 31, 2025, Formula Systems held $1.28 billion in cash and cash equivalents, up sharply from the prior year. Total assets were $3.60 billion, and the company confirmed compliance with all financial covenants under its outstanding debenture series.

What were the key 2025 results for Matrix, a Formula Systems subsidiary?

Matrix reported its best fourth quarter in history, with Q4 revenues up 16.4% year over year to NIS 1.60 billion (about $492.2 million). Full-year revenues grew 11.8% to NIS 6.2 billion, while operating income rose 16% to NIS 522.1 million (about $151.8 million).

What is the significance of the Matrix and Magic Software merger for Formula Systems?

Subsidiaries Matrix and Magic Software completed a merger with a 68.875% / 31.125% exchange ratio between their shareholders. The combined company reported pro forma 2025 revenues of about NIS 8.4 billion ($2.4 billion) and EBITDA of NIS 1.0 billion ($0.3 billion), creating a larger global services player.

How did Michpal Technologies and TSG perform within the Formula Systems group in 2025?

Michpal’s full-year 2025 revenues reached a record NIS 198.4 million (about $57.7 million), up 24.2%, with adjusted EBITDA up 43.6% to NIS 76.1 million. TSG’s 2025 revenues grew about 34% to NIS 430 million (about $124.6 million), with adjusted EBITDA up 31% to NIS 63.8 million.

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