6-K

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 March 2023

Commission File Number 000-20181

SAPIENS INTERNATIONAL CORPORATION N.V.

(Translation of Registrant’s name into English)

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 ☐

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): ☐

CONTENTS

Declaration of Semi-Annual Dividend

On March 29, 2023, Sapiens International Corporation N.V. (“Sapiens”, the “Company”, “we” or “us”) announced the distribution of a dividend of $0.25 per common share, or approximately $13.8 million in the aggregate, based on our results of operations for the second half of the year ended December 31, 2022, which are included in our full-year results reported in our Annual Report on Form 20-F that we filed today with the Securities and Exchange Commission (the “SEC”). The dividend is in line with our policy of distributing on a semi-annual basis up to 40% of our annual non-GAAP net income, as applied to the second half of 2022. The dividend will be paid on April 24, 2023 to Sapiens’ shareholders of record as of April 10, 2023. The announcement of the dividend is included in a press release annexed as Exhibit 99.1 hereto that is incorporated by reference herein.

Incorporation by Reference

The contents of this Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”), excluding the contents of Exhibit 99.1 hereto, are hereby incorporated by reference in the Company’s registration statements on Form S-8 (SEC file numbers 333-177834, 333-213817 and 333-260325, filed by the Company with the SEC 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2021, respectively) and shall be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibit No.	Title of Exhibit
99.1	Press Release Announcing Declaration of Semi-Annual Dividend

1

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.

	Sapiens International Corporation N.V.
Date: March 29, 2023	By:	/s/ Roni Giladi
		Name:	Roni Giladi
		Title:	Chief Financial Officer

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Exhibit Index

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

Exhibit	Description
99.1	Press Release Announcing Declaration of Semi-Annual Dividend

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EX-99.1

Exhibit 99.1

SAPIENS DECLARES CASH DIVIDEND OF $13.8 MILLION, OR
$0.25 PER SHARE FOR THE SECOND HALF OF 2022

March 29, 2023 -- Sapiens International Corporation N.V. (NASDAQ: SPNS) (TASE: SPNS), a leading global provider of software solutions for the insurance industry, announced today that its board of directors has approved the distribution of a cash dividend, based on 2022 second half results of $0.25 per share or $13.8 million in total. The dividend is in line with the Company’s policy of distributing on a semi-annual basis up to 40% of its annual non-GAAP net income and will be paid on April 24, 2023 to Sapiens’ shareholders of record, as of April 10, 2023. The dividend is subject to withholding of Israeli tax at source at the rate of 25% of the dividend amount payable to each shareholder of record.

“This dividend distribution to Sapiens' shareholders reflects Sapiens’ solid financial performance and reflects our confidence with respect to our ability to execute our strategy,” said Roni Al-Dor, President & CEO of Sapiens. “I would like to thank our shareholders, customers, partners, and employees for their continued loyalty and support.”

About Sapiens

Sapiens International Corporation empowers insurers to succeed in an evolving industry. The company offers digital software platforms, solutions and services for the property and casualty, life, pension and annuity, reinsurance, financial and compliance, workers’ compensation and financial markets. With more 40 years of experience delivering to more than 600 organizations globally, Sapiens has a proven ability to satisfy customers’ core, data and digital requirements. For more information: www.sapiens.com.

Forward Looking Statements

Certain matters discussed in this press release that are incorporated herein and therein by reference are forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that are based on our beliefs, assumptions and expectations, as well as information currently available to us. Such forward-looking statements may be identified by the use of the words “anticipate,” “believe,” “estimate,” “expect,” “may,” “will,” “plan” and similar expressions. Such statements reflect our current views with respect to future events and are subject to certain risks and uncertainties. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: the COVID-19 (coronavirus) pandemic, which may last longer than expected and materially adversely affect our results of operations; the degree of our success in our plans to leverage our global footprint to grow our sales; the degree of our success in integrating the companies that we have acquired through the implementation of our M&A growth strategy; the lengthy development cycles for our solutions, which may frustrate our ability to realize revenues and/or profits from our potential new solutions; our lengthy and complex sales cycles, which do not always result in the realization of revenues; the degree of our success in retaining our existing customers or competing effectively for greater market share; difficulties in successfully planning and managing changes in the size of our operations; the frequency of the long-term, large, complex projects that we perform that involve complex estimates of project costs and profit margins, which sometimes change mid-stream; the challenges and potential liability that heightened privacy laws and regulations pose to our business; occasional disputes with clients, which may adversely impact our results of operations and our reputation; various intellectual property issues related to our business; potential unanticipated product vulnerabilities or cybersecurity breaches of our or our customers’ systems; risks related to the insurance industry in which our clients operate; risks associated with our global sales and operations, such as changes in regulatory requirements, wide-spread viruses and epidemics like the recent novel coronavirus outbreak, or fluctuations in currency exchange rates; and risks related to our principal location in Israel and our status as a Cayman Islands company.

www.sapiens.com

While we believe such forward-looking statements are based on reasonable assumptions, should one or more of the underlying assumptions prove incorrect, or these risks or uncertainties materialize, our actual results may differ materially from those expressed or implied by the forward-looking statements. Please read the risks discussed under the heading “Risk Factors” in our most recent Annual Report on Form 20-F, in order to review conditions that we believe could cause actual results to differ materially from those contemplated by the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, to conform these statements to actual results or to changes in our expectations.

Investors and Media Contact

Sapiens

Yaffa Cohen-Ifrah

Chief of Marketing Officer and Head of Investor Relations, Sapiens

Email: yaffa.cohen-ifrah@sapiens.com

Hayden IR

Kimberly Rogers
Managing Director, Hayden IR
+1 541-904-5075
kim@HaydenIR.com

www.sapiens.com