NICE : 6K Re Approval of CEO Equity Award

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 July 2024 (Report No. 2)

Commission File Number: 0-27466

NICE LTD.

(Translation of Registrant's Name into English)

13 Zarchin Street, P.O. Box 690, Ra'anana, 4310602 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 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): ____

THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO NICE LTD.`S ("NICE" or the "Company") REGISTRATION STATEMENTS ON FORM S-8 (REGISTRATION STATEMENT NOS. 333-06784,333-08146,333-11842,333-09350,333-11154,333-111112,333-111113,333-134355,333-144589,333-145981,333-153230,333-162110,333-162795,333-166364,333-168100,333-171165,333-179408,333-181375,333-191176,333-199904,333-210341,333-210343,333-210344,333-214584,333-177510,333-226930,333-228911,333-249186 and 333-270969), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

CONTENTS

Re-Approval of CEO Equity Award

The Company is hereby to inform that following the Annual General Meeting of shareholders of the Company, held on July 3, 2024, the Compensation Committee and the Board of Directors of the Company have each convened and discussed the results of the vote on Item 4 (equity award to the Company's CEO, as described in the proxy statement which was attached to a Form 6-K on May 24, 2024), and resolved to approve the equity award with specific changes, made in light of feedback received from shareholders and shareholders proxy advisory firms, all in accordance with the authority of the Board of Directors under the Israeli Companies Law.

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.

NICE LTD.

By: /s/ Tali Mirsky

Name: Tali Mirsky

Title: Corporate VP, General

Counsel and Corporate Secretary

Dated: July 8, 2024