[6-K] Riskified Ltd. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Riskified Ltd. disclosed a Board-authorized program to distribute and potentially repurchase up to $75 million of its Class A ordinary shares, subject to required Israeli regulatory procedures. The Distribution is additive to the Company’s existing $225 million aggregate repurchase authorizations, of which about $215 million had been used as of August 15, 2025. Repurchases may occur in the open market, via Rule 10b5-1 plans, or in private transactions and will be funded from existing cash and cash equivalents. The timing, amount and method of any repurchases are at the Company’s discretion and may be suspended, modified or discontinued. Under applicable Israeli rules, creditors may object to the Distribution within 30 days of its publication. This notice is not an offer or solicitation.

Positive

• Up to $75 million additional distribution/repurchase authorization gives the Company flexibility to return capital to shareholders
• Repurchases will be funded from existing cash and cash equivalents, indicating no immediate external financing
• Repurchases can be executed through Rule 10b5-1 trading plans or other methods, allowing structured, compliance-minded buybacks

Negative

• Creditor objection right (30 days) under Israeli rules may delay or limit the Distribution
• Approximately $215 million of the prior $225 million authorization already utilized, leaving limited remaining capacity before this new authorization
• The program is wholly discretionary and may be suspended or modified, so authorization does not guarantee actual repurchases

Insights

Financial Analyst

TL;DR: Board authorized up to $75M additional distribution/repurchase program; funding from cash; discretionary timing and subject to creditor notice rights.

The announced authorization provides the company flexibility to return capital while preserving discretion over timing and amount. Adding up to $75 million on top of an existing $225 million program (with ~ $215 million already utilized) suggests modest incremental capacity to buy shares, but is constrained by regulatory clearance and creditor objection rights under Israeli rules. The use of cash and potential reliance on Rule 10b5-1 plans are typical execution methods; material impact will depend on actual repurchase activity and timing.

Corporate Governance Expert

TL;DR: The Board’s authorization increases buyback capacity but retains full discretion and legal safeguards, including creditor objection period.

This disclosure follows standard governance practices: Board authorization, regulatory condition precedent, and explicit reservation of discretion. The 30-day creditor objection window is a notable procedural requirement under Israeli law and could delay or limit distribution. The Company’s statement that the program may be suspended or modified preserves governance flexibility but reduces certainty for stakeholders about near-term capital returns.

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 August 2025

Commission File Number: 001-40692

Riskified Ltd.

(Translation of the registrant's name into English)

Riskified Ltd.

220 5th Avenue, 2nd Floor

New York, New York 10001

(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 x         Form 40-F ¨

EXPLANATORY NOTE

On August 18, 2025, Riskified Ltd. (the "Company," "we," "us" or "our") announced its financial results for the three and six months ended June 30, 2025. The Company will hold a conference call regarding such results today, August 18, 2025, at 8:30 a.m. Eastern Time. A copy of the press release issued in connection with the announcement is furnished as Exhibit 99.1 herewith.

Other than as indicated below, the information in this Report on Form 6-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

The U.S. GAAP ("GAAP") financial information contained in the (i) consolidated balance sheets, (ii) consolidated statements of operations and (iii) consolidated statements of cash flows included in the press release attached as Exhibit 99.1 to this Report on Form 6-K are hereby incorporated by reference into the Company’s Registration Statements on Form S-8 (File Nos. 333-258461, 333-265150, 333-270006, 333-277711 and 333-285599).

Authorization to Repurchase Ordinary Shares.

On August 15, 2025, the Company's Board of Directors (the “Board”) approved a “distribution”, as defined in the Israeli Companies Law, 1999 (the “Companies Law”), by way of a share repurchase program, pursuant to which the Company may repurchase (buyback) an aggregate amount of up to $75 million of the Company’s Class A ordinary shares (the “Distribution”), subject to the completion of required Israeli regulatory procedures. The Distribution and the repurchases are in addition to the Company’s existing $225 million share repurchase authorizations in the aggregate, of which approximately $215 million had been utilized as of August 15, 2025.

According to Section 7C.(C) of the Companies Regulations (Relief for Companies Whose Securities Are Listed for Trading on Foreign Stock Exchanges) 2000, the Company’s creditors may apply to the Company and object to the Distribution, within 30 days following its publication.

Any share repurchases may be made from time to time in the open market, including through trading plans intended to qualify under Rule 10b5-1 under the Exchange Act, in privately negotiated transactions or by other means in accordance with U.S. federal securities laws. The Company may repurchase all or a portion of the authorized amount. Following, and subject to, completion of the required Israeli regulatory procedures, the timing, as well as the number and value of any shares repurchased under the program, will be determined by the Company at its discretion under the Board authorized program and will depend on a variety of factors, including management’s assessment of the intrinsic value of the Company’s Class A ordinary shares, the market price of the Company’s Class A ordinary shares, general market and economic conditions, available liquidity, alternative investment opportunities, and applicable legal requirements. The Distribution does not obligate the Company to repurchase any specific number of Class A ordinary shares and may be suspended, modified or discontinued at any time without prior notice. The share repurchases will be funded from existing cash and cash equivalents. This notice is neither an offer to purchase nor a solicitation of an offer to buy any securities.

EXHIBIT INDEX

The following exhibit is furnished as part of this Report on Form 6-K:

Exhibit No.						Description
99.1						Press Release of Riskified Ltd., dated August 18, 2025

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.

			Riskified Ltd.
			(Registrant)
			By:			/s/ Eido Gal
Date: August 18, 2025			Name:			Eido Gal
			Title:			Chief Executive Officer

FAQ

What did Riskified (RSKD) authorize regarding share repurchases?

The Company authorized a Distribution and potential repurchases of up to $75 million of Class A ordinary shares, subject to Israeli regulatory procedures.

How does the new $75M authorization relate to prior repurchase programs?

The $75 million is in addition to an existing $225 million aggregate repurchase authorization, of which about $215 million had been utilized as of August 15, 2025.

How will Riskified fund any share repurchases?

The notice states that any share repurchases will be funded from the Company’s existing cash and cash equivalents.

Are there legal or procedural limits on the Distribution?

Yes. The Distribution is subject to required Israeli regulatory procedures and creditors may object within 30 days of publication under applicable rules.

Does the authorization require the Company to repurchase shares?

No. The Distribution does not obligate the Company to repurchase any specific number of shares and may be suspended, modified or discontinued at any time.