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 July 2026
Commission
File Number: 001-40461
monday.com
Ltd.
(Translation
of registrant’s name into English)
6
Yitzhak Sadeh Street,
Tel
Aviv, 6777506 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 ☐
SUPPLEMENTAL
PROXY DISCLOSURE
On
July 17, 2026, monday.com Ltd. (the “Company”) issued supplemental disclosure relating to the Company’s proxy
statement, dated July 2, 2026 (the “Proxy Statement”), furnished to the Securities and Exchange Commission (the “SEC”)
as an exhibit to the Company’s Report on Form 6-K on July 2, 2026, in connection with the Company’s 2026 Annual General Meeting
of Shareholders to be held on August 6, 2026 (the “Meeting”). The supplemental disclosure is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
The
supplemental disclosure does not amend or modify any of the proposals to be voted on at the Meeting nor the date of the Meeting or its
record date, and no action is required by shareholders who have already voted. Proxies already submitted remain valid and will be voted
at the Meeting unless properly revoked or changed in the manner described in the Proxy Statement.
The
Supplement to Proxy Statement is furnished with this report of foreign private issuer on Form 6-K (this “Form 6-K”)
as Exhibit 99.1.
This Form
6-K is incorporated by reference into the Company’s registration statements on Form S-8 (File Nos. 333-256964, 333-263614, 333-270515,
333-277913, 333-285845 and 333-294271) and Form F-3 (File No. 333-277915).
EXHIBIT
INDEX
Exhibit
No. Description
| 99.1 | Supplement to Proxy Statement for the 2026 Annual General Meeting of Shareholders, dated July 17, 2026 |
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.
| |
MONDAY.COM LTD. |
|
| |
|
|
|
| |
By: |
/s/ Shiran
Nawi |
|
| |
|
Name: Shiran Nawi |
|
| |
|
Title: Chief People and Legal Officer |
|
Date: July
17, 2026
Exhibit
99.1
monday.com
Ltd.
SUPPLEMENT
TO PROXY STATEMENT
FOR
THE 2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dated
July 17, 2026
This
supplement (this “Supplement”) supplements the proxy statement of monday.com Ltd. (the “Company,”
“we” or “our”), dated July 2, 2026 (the “Proxy Statement”), furnished in connection
with the solicitation of proxies on behalf of the Company’s Board of Directors (the “Board”) for use at the
Company’s 2026 Annual General Meeting of Shareholders, to be held on August 6, 2026 (the “Meeting”). This Supplement
should be read in conjunction with the Proxy Statement. Except as specifically supplemented by the information contained herein, all
information set forth in the Proxy Statement remains unchanged.
Cancellation
of Shares Reserved Under the 2021 Share Incentive Plan
On
July 1, 2026, following review and approval by the Compensation Committee of the Board and by the Board, the Company cancelled 10,875,000
unissued ordinary shares that had previously been reserved for issuance under the Company’s 2021 Share Incentive Plan (the “2021
Plan”). These cancelled shares consisted solely of shares available in the 2021 Plan’s share reserve that were not subject
to any outstanding equity awards, and the cancellation has no effect on any awards previously granted to employees, officers, directors
or other service providers.
The
cancellation is part of the Company’s practice of periodically reviewing its equity plan needs and cancelling automatic “evergreen”
increases and share pool reserves where appropriate, in light of evolving workforce requirements in a dynamic industry. Following this
review, the Board determined that the reserve under the 2021 Plan exceeded the Company’s anticipated needs, and that a reduction
of the reserve was appropriate. The Board considers this action an element of responsible stewardship of the Company’s equity plan
on behalf of shareholders, and it reflects the Company’s ongoing commitment to managing shareholder dilution while retaining the
flexibility to attract, retain and incentivize talent.
The
cancellation will be reflected as a subsequent event in the Company’s unaudited condensed consolidated financial statements for
the six months ended June 30, 2026, to be furnished to the SEC on Form 6-K.
Accordingly
the Company has the following ordinary shares reserved for furture issuance:
| | |
June 30, | |
| | |
2026 | |
| Ordinary shares | |
| 42,274,119 | |
| Outstanding share options and RSUs | |
| 3,755,167 | |
| Shares available for future grants under the 2021 Plan | |
| 11,797,025 | |
| Shares available for future grants under the 2024 Foundation plan | |
| 12,923 | |
| Shares subject to the employee share purchase plan | |
| 835,694 | |
| | |
| | |
| Total | |
| 58,674,928 | |
* On July 1st , 2026 the Company's Board of Directors approved
the cancelation of 10,875,000 unallocated reserve shares from the 2021 Plan.
** On July 1st, 2026 19,667 units were vested and converted
into ordinary shares
As
of July 1, 2026, total dilution under the 2021 Plan is 9.94% on a fully diluted basis.
No Effect
on the Proposals or Proxies Previously Submitted
This
Supplement does not change the proposals to be acted upon at the Meeting, nor the date of the Meeting or its record date, as described
in the Proxy Statement, and does not affect the validity of any proxy previously submitted. If you have already voted, you do not need
to take any action, and your vote will be counted at the Meeting unless properly revoked or changed. Shareholders who have not yet voted
are encouraged to do so in the manner described in the Proxy Statement.
Forward-Looking
Statements
This
Supplement contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including
statements regarding the Company’s anticipated equity plan needs and future equity utilization. These statements are based on current
expectations and assumptions and are subject to risks and uncertainties, including those described in the Company’s annual report
on Form 20-F for the year ended December 31, 2025 and in the Company’s other filings with and submissions to the SEC. The Company
undertakes no obligation to update any forward-looking statements, except as required by law.
