Similarweb (NASDAQ: SMWB) AGM approvals and Audit Committee reshuffle

Rhea-AI Filing Summary

Similarweb Ltd. reported the results of its annual general shareholders meeting held on May 28, 2026 in Givatayim, Israel. Shareholders approved all proposals presented in the proxy statement, as well as an updated Compensation Policy, in accordance with Israeli Companies Law and the company’s articles.

The company also announced Audit Committee changes effective May 28, 2026. Kipp Bodnar was appointed as a new member of the Audit Committee, and existing member Joe Del Preto was appointed as the new Chair, following the previously announced departure of Harel Beit-On from the committee and its chair role.

Key Terms

annual general shareholders meeting, Compensation Policy, Audit Committee, Israeli Companies Law, 5759-1999, +2 more

6 terms

annual general shareholders meeting financial

"announced the results of its annual general shareholders meeting (the “Meeting”)"

Compensation Policy financial

"as well as the updated Compensation Policy, which was attached as Exhibit 99.1"

Audit Committee financial

"Changes to the Audit Committee Following the announcement"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Israeli Companies Law, 5759-1999 regulatory

"approved, by the respective requisite majority in accordance with the Israeli Companies Law, 5759-1999"

registration statements on Form S-3 regulatory

"incorporated by reference into the Company’s registration statements on Form S-3"

Form S-8 regulatory

"registration statements on Form S-3 ... and Form S-8"

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

FORM 6-K

___________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

REPORT OF FOREIGN 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: 001-40394

___________________________

Similarweb Ltd.

(Translation of registrant’s name into English)

___________________________

33 Yitzhak Rabin Rd.

Givatayim 5348303, Israel

(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 [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

EXPLANATORY NOTE

Results of Annual General Meeting

Similarweb Ltd. (the “Company”) today announced the results of its annual general shareholders meeting (the “Meeting”), which was held at 4:00 p.m. (Israel time) on May 28, 2026, at the Company’s offices at 33 Yitzhak Rabin Rd., Givatayim, 5348303, Israel.

At the Meeting, the Company’s shareholders voted upon and approved, by the respective requisite majority in accordance with the Israeli Companies Law, 5759-1999, and the Company’s articles of association, all proposals that were described in the Company’s proxy statement related to the Meeting, which was attached as Exhibit 99.1 to the Company’s Report of Foreign Private Issuer on Form 6-K furnished to the Securities and Exchange Commission on April 23, 2026, as well as the updated Compensation Policy, which was attached as Exhibit 99.1 to the Company’s Report of Foreign Private Issuer on Form 6-K furnished to the Securities and Exchange Commission on May 14, 2026 (the “May 14th 6-K”).

This Report of Foreign Private Issuer on Form 6-K is incorporated by reference into the Company’s registration statements on Form S-3 (Registration No. 333-279295) and Form S-8 (Registration Nos. 333-256324, 333-264307, 333-270793, 333-277449, 333-285314 and 333-293912).

Changes to the Audit Committee

Following the announcement by the Company in the May 14th 6-K that upon conclusion of the Meeting, Mr. Harel Beit-On would step down from his role as a member and the Chair of the Company’s Audit Committee, the following other changes were made to the Audit Committee as of May 28, 2026, by unanimous consent of the Company’s Board of Directors:

•Mr. Kipp Bodnar was appointed to the Audit Committee; and

•Mr. Joe Del Preto, who is currently a member of the Audit Committee, was appointed as the new Chair of the Audit Committee.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Similarweb Ltd.

Date: May 28, 2026

By:

/s/ Ran Vered

Ran Vered Chief Financial Officer

FAQ

What did Similarweb (SMWB) shareholders approve at the May 2026 annual meeting?

Shareholders approved all proposals presented at the annual general shareholders meeting. These proposals were described in Similarweb’s proxy statement and included an updated Compensation Policy, approved in accordance with Israeli Companies Law and the company’s articles of association.

When and where was Similarweb (SMWB)'s 2026 annual general meeting held?

The annual general shareholders meeting was held on May 28, 2026, at 4:00 p.m. Israel time. It took place at Similarweb’s offices at 33 Yitzhak Rabin Rd., Givatayim, 5348303, Israel, the company’s principal executive location.

What changes were made to Similarweb (SMWB)'s Audit Committee on May 28, 2026?

Effective May 28, 2026, Similarweb appointed Kipp Bodnar to its Audit Committee. Existing Audit Committee member Joe Del Preto was also appointed as the new Chair, replacing Harel Beit-On, who stepped down from the committee and its chair position.

How does this Similarweb (SMWB) 6-K relate to the company’s registration statements?

The report is incorporated by reference into Similarweb’s existing registration statements on Form S-3 and multiple Form S-8 registrations. This means the disclosed meeting outcomes and governance changes are legally part of those registration statement disclosures.

What is the role of the updated Compensation Policy mentioned by Similarweb (SMWB)?

The updated Compensation Policy governs how Similarweb structures pay and incentives for covered officers and directors. It was approved by shareholders at the annual meeting and had been previously furnished as an exhibit in a May 14, 2026 Form 6-K.