SCHEDULE: Sapiens International Goes Private After Merger

Sapiens International Corporation N.V. has completed its merger, resulting in its delisting from public exchanges and becoming a privately held company.

Summary

• Sapiens International Corporation N.V. (the "Issuer") completed a merger on December 17, 2025.
• The merger involved SI Swan UK Bidco Limited, SI Swan Guernsey Holdco Limited ("Parent"), and SI Swan Cayman Merger Sub Ltd. ("Merger Sub").
• Merger Sub merged with and into the Issuer, with the Issuer surviving as a privately held company.
• The Issuer's Common Shares have been delisted from the Nasdaq Global Select Market and the Tel-Aviv Stock Exchange Ltd.
• The Issuer has also been deregistered under the Securities Exchange Act of 1934.
• Formula Systems (1985) Ltd. (the "Reporting Person") exchanged all its Common Shares in Sapiens for holdings in SI Swan UK Topco Limited ("Topco") pursuant to a Rollover Agreement dated August 12, 2025.
• Formula Systems ceased to be a beneficial owner of more than 5% of Sapiens' Common Shares on December 17, 2025.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger, transitioning the issuer to a private entity and the reporting person's equity exchange, indicating a positive resolution of a strategic corporate action.

Positives

• The successful completion of the merger transaction, transitioning Sapiens International Corporation N.V. to a private entity.
• Formula Systems (1985) Ltd. successfully exchanged its equity in Sapiens for holdings in the new private parent company, Topco, aligning its investment with the new corporate structure.

Negatives

• Sapiens International Corporation N.V. Common Shares have been delisted from public exchanges (Nasdaq and Tel-Aviv Stock Exchange), removing public trading access for shareholders.
• The company has been deregistered under the Securities Exchange Act of 1934, reducing public disclosure requirements.

Future Outlook

Sapiens International Corporation N.V. is now a privately held company, having been delisted from public exchanges and deregistered under the Securities Exchange Act of 1934. Formula Systems (1985) Ltd. now holds equity in SI Swan UK Topco Limited, the new private parent entity.

Industry Context

This announcement reflects a specific corporate action for Sapiens International Corporation N.V., transitioning it from a publicly traded entity to a private company. Such privatizations can occur for various strategic reasons, including consolidation, restructuring, or to escape public market pressures and compliance costs, a trend observed across different sectors.

Corporate Governance

Related Party Transactions

• Formula Systems (1985) Ltd. entered into a Rollover Agreement, dated August 12, 2025, with SI Swan UK Topco Limited, Parent, Bidco, and Merger Sub, to exchange its Sapiens Common Shares for holdings in Topco immediately after the merger.

Stakeholder Impact

• Shareholders of Sapiens International Corporation N.V. no longer hold publicly traded shares, as the company has been delisted and privatized.
• Formula Systems (1985) Ltd. has transitioned its investment in Sapiens into an equity holding in the new private parent company, Topco.

Next Steps

• Sapiens International Corporation N.V. will operate as a privately held company, no longer subject to public reporting requirements.
• Formula Systems (1985) Ltd. will manage its investment as a holder of shares in SI Swan UK Topco Limited.

Key Dates

Keywords

Sapiens International, Merger, Delisting, Privatization, Formula Systems, Schedule 13D, SEC Filing, Corporate Action, Equity Exchange