Sapiens (SPNS) shareholders approve key merger resolutions

Sapiens International Corporation N.V.

Rhea-AI Filing Summary

Sapiens International Corporation N.V. (SPNS) reported that its shareholders approved all proposals presented at an Extraordinary General Meeting related to a planned merger. The meeting concerned the Agreement and Plan of Merger among Sapiens, SI Swan UK Bidco Limited, SI Swan Guernsey Holdco Limited and SI Swan Cayman Merger Sub Ltd., under which Merger Sub will merge with and into Sapiens and Sapiens will be the surviving company, subject to the agreement’s conditions.

Shareholders approved the key special resolutions described as Proposal No. 1 and Proposal No. 2 in the company’s proxy materials. Because these were approved, the ordinary resolution to adjourn the meeting (Proposal No. 4) was not put to a vote. The report also states that its contents are incorporated by reference into Sapiens’ existing employee equity compensation registration statements on Form S-8.

Insights

M&A and corporate actions analyst

Shareholders approved all merger-related resolutions, clearing a key step.

The company discloses that shareholders approved every proposal tied to the Agreement and Plan of Merger among Sapiens and the acquisition entities. This approval covers the special resolutions labeled Proposal No. 1 and Proposal No. 2 in the proxy materials, which are typically the core legal and structural approvals needed to implement a merger for a foreign private issuer.

With these approvals in place, the merger structure—where SI Swan Cayman Merger Sub Ltd. will merge with and into Sapiens and Sapiens will remain as the surviving entity—can proceed, still subject to the conditions in the merger agreement. The company notes that, because the special resolutions passed, the adjournment proposal was not voted on, signaling a completed shareholder decision at this stage.

The impact for shareholders will ultimately depend on the economic terms and closing conditions described in the proxy statement and the merger agreement, which are referenced but not repeated here. Subsequent disclosures and completion of outstanding conditions in that agreement will determine whether and when the merger is consummated.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Sapiens International (SPNS) announce in this Form 6-K?

Sapiens reported that shareholders at an Extraordinary General Meeting approved all proposals related to the Agreement and Plan of Merger involving Sapiens and several acquisition entities, allowing the merger process to move forward subject to the agreement’s conditions.

What is the merger structure described for Sapiens International (SPNS)?

The company states that, under the Agreement and Plan of Merger, SI Swan Cayman Merger Sub Ltd. will merge with and into Sapiens International Corporation N.V., and Sapiens will be the surviving company in the merger, subject to the conditions in the agreement.

Which shareholder proposals were approved at Sapiens Extraordinary General Meeting?

Shareholders approved all proposals submitted by the Board of Directors that are described in the proxy statement, including the special resolutions referred to as Proposal No. 1 and Proposal No. 2, which are linked to implementing the merger.

Why was the adjournment proposal not voted on at Sapiens meeting?

Because shareholders approved the special resolutions (Proposal No. 1 and Proposal No. 2), the ordinary resolution to adjourn the Extraordinary General Meeting (Proposal No. 4) was not called for a vote.

How does this Form 6-K affect Sapiens employee equity plans?

The contents of this Form 6-K are incorporated by reference into Sapiens existing registration statements on Form S-8, which relate to its equity compensation plans, and will form part of those registration statements from the date this report is furnished, unless later superseded.

Where can investors find more details about the Sapiens (SPNS) merger proposals?

More detailed descriptions of each approved proposal are provided in the proxy statement that was filed as part of the companys Schedule 13E-3, as referenced in this report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/19/2025 - 04:05 PM Learn about SEC filing dates

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 November 2025

Commission File Number 000-20181

SAPIENS INTERNATIONAL CORPORATION N.V.

Azrieli Center

26 Harokmim St.

Holon, 5885800 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 ☐

CONTENTS

Results of Extraordinary General Shareholder Meeting

On November 19, 2025, Sapiens International Corporation N.V. (“Sapiens” or the “Company”) held an Extraordinary General Meeting of shareholders (the “Extraordinary Meeting”) to consider certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 12, 2025, by and among the Company, SI Swan UK Bidco Limited, a private limited company incorporated under the laws of Guernsey, SI Swan Guernsey Holdco Limited, a private limited company incorporated under the laws of Guernsey (“Parent”), and SI Swan Cayman Merger Sub Ltd., a Cayman Islands exempted company incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the conditions therein, Merger Sub will merge with and into the Company (the “Merger”) and cease to exist, with the Company being the surviving company in the Merger.

All proposals submitted by Sapiens’ Board of Directors (the “Board”) to the Company’s shareholders, which were described at greater length in the notice and proxy statement with respect to the Extraordinary Meeting (which was attached as Exhibit (a)-(1) to the Company’s Schedule 13E-3, as amended by Amendment No. 1, filed with the Securities and Exchange Commission on October 16, 2025) (the “Proxy Statement”), were approved at the Extraordinary Meeting, consisting of:

1. Proposal No. 1: IT IS RESOLVED, as a SPECIAL RESOLUTION, that the following be approved and authorized in all respects: (a) the Merger Agreement (such Merger Agreement being in the form approved by the directors of the Company on August 12, 2025 and attached as Annex A to the proxy statement), (b) the plan of merger required to be registered with the Registrar of Companies of the Cayman Islands in connection with the Merger (the “Plan of Merger”) (such Plan of Merger being substantially in the form approved by the directors of the Company on August 12, 2025 and attached as Annex B to the proxy statement) and (c) the consummation of the transactions contemplated by the Merger Agreement and the Plan of Merger (collectively, the “Transactions”), including (i) the Merger, (ii) the entry by the Company into the Plan of Merger, and (iii) the amendment and restatement of the existing memorandum and articles of association of the Company by the deletion in their entirety and the substitution in their place of the new memorandum and articles of association effective at the Effective Time (as defined in the Plan of Merger and herein the “Effective Time”) in the form attached as Annexure 2 to the Plan of Merger (the “Adoption of Amended M&A”) and any variation of the rights attaching to the Common Shares in the Company arising from the Adoption of Amended M&A.

2. Proposal No. 2: IT IS RESOLVED, as a SPECIAL RESOLUTION, that each of the directors and/or officers of the Company be authorized to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger and the Adoption of Amended M&A.

3. Proposal No. 3: IT IS RESOLVED, as an ORDINARY RESOLUTION, that at the Effective Time each of Don Whitt and Sarah Wise (having consented to act) be appointed as a director of the Company (as the surviving company in the Merger) in accordance with the memorandum and articles of association to be adopted at the Effective Time.

Because the Company’s shareholders approved the special resolutions, or Proposal No. 1 and Proposal No. 2, a vote on the ordinary resolution to adjourn the Extraordinary Meeting, or Proposal No. 4, as described in the Proxy Statement, was not called during the Extraordinary Meeting.

The description of each of the above proposals that were approved by the Company’s shareholders, as set forth in the Proxy Statement, is incorporated by reference herein.

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Incorporation by Reference

The contents of this Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) are incorporated by reference into Sapiens’ registration statements on Form S-8, SEC file numbers 333-177834, 333-213817 and 333-260325, filed by the Company with the Securities and Exchange Commission on November 9, 2011, September 27, 2016 and October 18, 2021, respectively, and shall be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

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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.

	SAPIENS INTERNATIONAL CORPORATION N.V.
Dated: November 19, 2025	By:	/s/ Roni Giladi
		Roni Giladi
		Chief Financial Officer

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