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What changed in CAMTEK LTD's 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of CAMTEK LTD's 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+311 added−448 removedSource: 20-F (2026-03-19) vs 20-F (2025-03-19)

Top changes in CAMTEK LTD's 2025 20-F

311 paragraphs added · 448 removed · 229 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

93 edited+37 added−74 removed121 unchanged
Biggest changeThese risks are discussed more fully below and include, but are not limited to, the following, any of which could have a material adverse effect on our financial condition, results of operations and cash flows: Risk Factors Related to Our Business, Markets, and Industry • Disruption to our business by negative effects on the semiconductor industry, including as a result of economic, political, legal, regulatory and other changes, in the global or local markets in which we operate; • The impact of changes in global trade policies beyond our control , including with respect to tariffs ; • The concentration of substantial majority of our sales in the Asia Pacific region, with China being our largest territory; • The effects of global economic trends such as recession, changing inflation, rising interest rates and economic slowdown; • The adverse effects on the terms on which we sell our products due to the high competitiveness of the markets we serve, that have dominant market participants, some with greater resources than us; • Introducing new products may adversely affect our revenue, profitability and competitive position; • The expansion of our business within and/or beyond our current served markets, through acquisition activity; • We are be exposed to fluctuations in currency exchange rates which may result in additional expenses being recorded or in the prices of our products becoming less competitive; • The effects of the continuing sharp increase in demand for electronic components, while production capacity remains limited; • Risks associated with the levels of cash we maintain, which are higher than in the past; • The impact of cybersecurity risks and events, and compliance with the related regulatory framework; and • The effects of climate change or related legal or regulatory measures, and compliance with additional environmental, social, governance, health, export controls, and other laws, regulations, and disclosure rules. 5 Risk Factors Related to Our Ordinary Shares • The risks associated with volatility of our share price, trading volumes, and price depressions; • The effects of the controlling interest of our principal shareholders, Priortech and Chroma, that may exercise their control in ways that may be adverse to the interests of our other shareholders; and • The impact of our ordinary shares being traded on more than one market.
Biggest changeThese risks are discussed more fully below and include, but are not limited to, the following, any of which could have a material adverse effect on our financial condition, results of operations and cash flows: Risk Factors Related to Our Business, Markets, and Industry • A slowdown or contraction in AI-related semiconductor investment that may affect our business, results of operations and financial condition; • Disruption to our business by negative effects on the semiconductor industry, including as a result of economic, geopolitical, legal and other changes, in the global or local markets in which we operate; • The adverse effects of the competition in the markets we serve, that have significant market participants, some with greater resources than us; • The impact of changes in global trade policies beyond our control; • The concentration of substantial majority of our sales in the Asia Pacific region, with China being our largest territory; • The effects of global economic trends such as changing inflation, rising interest rates and economic slowdown; • The impact of regional instabilities and continued hostilities; • Supply chain constrains due to sharp increase in demand for electronic components, or disruptions to supply of components due to geopolitical or other reasons; • Introducing new products may adversely affect our revenue, profitability and competitive position; • The expansion of our business within and/or beyond our current served markets, through acquisition activity; • We are be exposed to fluctuations in currency exchange rates which may result in additional expenses being recorded or in the prices of our products becoming less competitive; • The impact of cybersecurity risks and events, and compliance with the related regulatory framework; 5 • The use or anticipated use of new and evolving technologies, such as AI, by us or third parties; • The effects of the sharp increase in demand for electronic components, while production capacity remains limited; • Risks associated with the levels of cash we maintain, which are higher than in the past; and • The effects of climate change or related legal or regulatory measures, and compliance with additional environmental, social, governance, health, export controls, and other laws, regulations, and disclosure rules.
Developing and introducing new products involves significant technical, operational, regulatory and financial challenges and uncertainties, such as: - the ability to anticipate and respond to customer requirements and preferences; - the ability to obtain and maintain necessary intellectual property rights and licenses; - the ability to obtain and maintain necessary certifications and approvals from relevant authorities and standards bodies; - the ability to source, manufacture and deliver high-quality components and systems in a timely and cost-effective manner; - the ability to achieve and maintain adequate levels of performance, reliability, functionality and compatibility of our products; - the ability to price our products competitively and profitably; - the ability to market and sell our products effectively and efficiently; - the ability to manage inventory levels and avoid obsolescence or excess inventory; - the ability to withstand and mitigate potential product liability claims, warranty claims, recalls, defects, errors, failures, breaches, cyberattacks or other disruptions; - the ability to cope with potential changes in trade policies, tariffs, sanctions, export controls or other regulatory or geopolitical factors that may affect our global operations and supply chain; and - the ability to protect our products and systems from unauthorized use, copying, modification or reverse engineering.
Developing and introducing new products involves significant technical, operational, regulatory and financial challenges and uncertainties, such as: - the ability to anticipate and respond to customer requirements and preferences; - the ability to obtain and maintain necessary intellectual property rights and licenses; - the ability to obtain and maintain necessary certifications and approvals from relevant authorities and standards bodies; 13 - the ability to source, manufacture and deliver high-quality components and systems in a timely and cost-effective manner; - the ability to achieve and maintain adequate levels of performance, reliability, functionality and compatibility of our products; - the ability to price our products competitively and profitably; - the ability to market and sell our products effectively and efficiently; - the ability to manage inventory levels and avoid obsolescence or excess inventory; - the ability to withstand and mitigate potential product liability claims, warranty claims, recalls, defects, errors, failures, breaches, cyberattacks or other disruptions; - the ability to cope with potential changes in trade policies, tariffs, sanctions, export controls or other regulatory or geopolitical factors that may affect our global operations and supply chain; and - the ability to protect our products and systems from unauthorized use, copying, modification or reverse engineering.
Some of the factors that may influence our operating results include: global economic conditions and worldwide demand for electronic equipment; instability in the global markets and in the geopolitical environment that may lead to delays in shipments due to supply chain disruptions caused by geopolitical conflicts such as the changing security situation in the Middle East and the recent hostilities impacting maritime shipment in the Red Sea, and the ongoing conflict between Russia and Ukraine; changes in demand for our systems; changes made by customers to orders for our systems and/or installation schedules; product introductions and the market penetration period of new products; rapid shifts in industry capacity; the size, timing and shipment of substantial orders; timing of evaluation and qualification of our products by new customers; lack of visibility/low levels of backlog from the preceding quarter; product mixes; pricing of our products; timing of new product, upgrades or enhancements; level of operating expenses such as R&D expenses, agent commissions; fluctuations in interest rates; an outbreak of a contagious disease, which may cause us or our suppliers and/or customers to temporarily suspend our operations in the affected city or country; and our profitability may be seriously harmed by currency fluctuations because most of our revenues are generated in U.S.
Some of the factors that may influence our operating results include: global economic conditions and worldwide demand for electronic equipment; instability in the global markets and in the geopolitical environment that may lead to delays in shipments due to supply chain disruptions caused by geopolitical conflicts such as the changing security situation in the Middle East and past hostilities impacting maritime shipment in the Red Sea, and the ongoing conflict between Russia and Ukraine; changes in demand for our systems; changes made by customers to orders for our systems and/or installation schedules; product introductions and the market penetration period of new products; rapid shifts in industry capacity; the size, timing and shipment of substantial orders; timing of evaluation and qualification of our products by new customers; lack of visibility/low levels of backlog from the preceding quarter; product mixes; pricing of our products; timing of new product, upgrades or enhancements; level of operating expenses such as R&D expenses, agent commissions; fluctuations in interest rates; an outbreak of a contagious disease, which may cause us or our suppliers and/or customers to temporarily suspend our operations in the affected city or country; and our profitability may be seriously harmed by currency fluctuations because most of our revenues are generated in U.S.
We continuously evaluate the most effective use of our cash, but there can be no assurance that our strategies will yield the best possible returns for our shareholders or safeguard the value of our cash reserves. 13 We may face significant risks and uncertainties in developing and introducing new products that may adversely affect our revenue, profitability and competitive position.
We continuously evaluate the most effective use of our cash, but there can be no assurance that our strategies will yield the best possible returns for our shareholders or safeguard the value of our cash reserves. We may face significant risks and uncertainties in developing and introducing new products that may adversely affect our revenue, profitability and competitive position.
Further deterioration of Israel’s relationship with the Palestinians or countries in the Middle East could expand the disruption of international trading activities in Israel, may materially and negatively affect our business conditions, could harm our results of operation and adversely affect the Company’s share price. Our business may also be disturbed by the obligation of personnel to perform military service.
Further deterioration of Israel’s relationship with the Palestinians or countries in the Middle East could expand the disruption of international trading activities in Israel, may materially and negatively affect our business conditions, could harm our results of operation and adversely affect the Company’s share price. 19 Our business may also be disturbed by the obligation of personnel to perform military service.
In addition, our adoption of certain standards or mandated compliance to certain requirements could necessitate additional investments that could impact our cash position and expected cash runway. We may fail to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.
In addition, our adoption of certain standards or mandated compliance to certain requirements could necessitate additional investments that could impact our cash position and expected cash runway. 16 We may fail to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.
Trading in our ordinary shares on these markets take place in different currencies (U.S. Dollars on Nasdaq and NIS on TASE) and at different times (resulting from different time zones, trading days and public holidays in the United States and Israel). The trading prices of our ordinary shares on these two markets may differ due to these and other factors.
Trading in our ordinary shares on these markets take place in different currencies (U.S. Dollars on Nasdaq and NIS on TASE) and at different times (resulting from different time zones and public holidays in the United States and Israel). The trading prices of our ordinary shares on these two markets may differ due to these and other factors.
We may also lose market share, customer loyalty, competitive advantage and reputation, and face pricing pressure and litigation risk. Any of these consequences could adversely affect our revenue, profitability and competitive position. 14 We occasionally use Open Source codes during our development process and in our software products.
We may also lose market share, customer loyalty, competitive advantage and reputation, and face pricing pressure and litigation risk. Any of these consequences could adversely affect our revenue, profitability and competitive position. We occasionally use Open Source codes during our development process and in our software products.
Prolonged or increased use of trade barriers may result in a decrease in the growth of the global economy and semiconductor industry and could cause turmoil in global markets, which in turn often results in declines in our customers’ electronic products sales and could decrease demand for our products and services.
Prolonged or increased use of trade barriers may result in a decrease in the growth of the global economy and semiconductor industry and could cause turmoil in global markets, which in turn often results in declines in our customers’ electronic products’ sales and could decrease demand for our products and services.
In addition, our ability to significantly reduce expenses during such downturn may be limited because of our continuing need to invest in research and development; our continuing need to market our new products; and our extensive ongoing customer service and support requirements worldwide.
In addition, our ability to significantly reduce expenses during such downturn may be limited because of our continuing need to invest in research and development; our continuing need to market our products, and our extensive ongoing customer service and support requirements worldwide.
Geopolitical tensions may result in export control restrictions, trade sanctions, tariffs and more generally international trade regulations which may impact our ability to sell and deliver our systems, technology, and services.
Geopolitical tensions may result in export control restrictions, trade sanctions, and more generally international trade regulations which may impact our ability to sell and deliver our systems, technology, and services.
In some cases, the abovementioned export restrictions might also be applicable to the products or services which we export from countries other than the United States, should there be a U.S. nexus to our activities, should the products contain certain U.S. origin items above the applicable de minimis threshold, or should they be produced using certain U.S.-controlled technology, software, or production equipment.
In some cases, the abovementioned export restrictions might also be applicable to the products or services which we export from countries other than the United States, should there be a U.S. nexus to our activities, should the products contain certain U.S. origin items above the applicable threshold, or should they be produced using certain U.S.-controlled technology, software, or production equipment.
For more details regarding our senior management arrangements, see Item 6.B - “ Compensation – Employment Agreements ” below. 19 If we are classified as a passive foreign investment company, our U.S. shareholders may suffer adverse tax consequences. There is a risk that we may be classified as a passive foreign investment company (“ PFIC ”).
For more details regarding our senior management arrangements, see Item 6.B - “ Compensation – Employment Agreements ” below. 18 If we are classified as a passive foreign investment company, our U.S. shareholders may suffer adverse tax consequences. There is a risk that we may be classified as a passive foreign investment company (“ PFIC ”).
The inability to protect our intellectual property may affect our competitive advantage and we may incur significant expenses. 16 We depend on a number of key personnel who would be difficult to replace. Our continued growth and success significantly depend on the managerial and technical skills of the members of our senior management and key employees.
The inability to protect our intellectual property may affect our competitive advantage and we may incur significant expenses. 15 We depend on a number of key personnel who would be difficult to replace. Our continued growth and success significantly depend on the managerial and technical skills of the members of our senior management and key employees.
Based on an analysis of our current income, assets, activities and market capitalization and expectations about our future, income, assets, activities and market capitalization, we do not believe that we were a PFIC for the taxable year ended December 31, 2024, and do not expect to be a PFIC for the current year or in the foreseeable future.
Based on an analysis of our current income, assets, activities and market capitalization and expectations about our future, income, assets, activities and market capitalization, we do not believe that we were a PFIC for the taxable year ended December 31, 2025, and do not expect to be a PFIC for the current year or in the foreseeable future.
Our principal shareholders, Priortech and Chroma, hold a controlling interest in us and have the ability to exercise their control in ways that may be adverse to the interests of our other shareholders. Our relationship with Priortech and Chroma may give rise to a conflict of interests. As of March 5, 2025, Priortech Ltd.
Our principal shareholders, Priortech and Chroma, hold a controlling interest in us and have the ability to exercise their control in ways that may be adverse to the interests of our other shareholders. Our relationship with Priortech and Chroma may give rise to a conflict of interests. As of March 5, 2026, Priortech Ltd.
These competitors may be able to respond more quickly to new or emerging technologies or changes in customer requirements, develop additional or superior products, benefit from greater economies of scale, offer more aggressive pricing or devote greater resources to the promotion of their products.
Such competitors may be able to respond more quickly to new or emerging technologies or changes in customer requirements, develop additional or superior products, benefit from greater economies of scale, offer more aggressive pricing or devote greater resources to the promotion of their products.
As such, we are exempt from certain provisions under the Exchange Act applicable to U.S. public companies, including: the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q and current reports on Form 8-K; the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of securities registered under the Exchange Act, including extensive disclosure of compensation paid or payable to certain of our highly compensated executives as well as disclosure of the compensation determination process; the provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; and the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profit realized from any “short-swing” trading transaction (a purchase and sale, or sale and purchase, of the issuer’s equity securities within less than six months).
As such, we are exempt from certain provisions under the Exchange Act applicable to U.S. public companies, including: the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q and current reports on Form 8-K; the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of securities registered under the Exchange Act, including extensive disclosure of compensation paid or payable to certain of our highly compensated executives as well as disclosure of the compensation determination process; the provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; and the sections of the Exchange Act establishing insider liability for profit realized from any “short-swing” trading transaction (a purchase and sale, or sale and purchase, of the issuer’s equity securities within less than six months).
In addition, while our assessment of our internal control over financial reporting resulted in our conclusion that as of December 31, 2024, our internal control over financial reporting was effective, we cannot predict the outcome of our testing in future periods.
In addition, while our assessment of our internal control over financial reporting resulted in our conclusion that as of December 31, 2025, our internal control over financial reporting was effective, we cannot predict the outcome of our testing in future periods.
Yotam Stern, a member of our Board, hold, as of March 5, 2025, an aggregate of approximately 29.06% of the voting power at Priortech’s general meeting of shareholders, through a voting agreement with David Kishon, Itzhak Krell (deceased) (through Eyal Krell, Israel Shai Krell and Galit Drori Krell)¸ Haim Langmas (deceased), Zehava Wineberg (deceased) and Hanoch Feldstien (including the estates of the foregoing deceased founders, the “ Priortech Founding Members ”), governing inter-alia joint voting at Priortech’s general meetings of shareholders and the right of first refusal among themselves (the “ Priortech Voting Agreement ”), and as such may be deemed to control Priortech.
Yotam Stern, a member of our Board, hold, as of March 5, 2026, an aggregate of approximately 29.26% of the voting power at Priortech’s general meeting of shareholders, through a voting agreement with David Kishon, Itzhak Krell (deceased) (through Eyal Krell, Israel Shai Krell and Galit Drori Krell)¸ Haim Langmas (deceased), Zehava Wineberg (deceased) and Hanoch Feldstien (including the estates of the foregoing deceased founders, the “ Priortech Founding Members ”), governing inter-alia joint voting at Priortech’s general meetings of shareholders and the right of first refusal among themselves (the “ Priortech Voting Agreement ”), and as such may be deemed to control Priortech, together with the Priortech Founding Members.
Downturns, as those we have experienced in the past, may cause material reductions in the demand for the products and services that we offer, and may result in a decline in our sales.
Downturns, as those we have experienced in the past, may cause material reductions in the demand for the products and services that we offer, and may result in a decline in our revenues.
The markets we serve are highly competitive and have dominant market participants, some with greater resources than us. Such competition could adversely affect the terms on which we sell our products and may negatively affect our financial results. The markets that we serve are highly competitive.
Such competition could adversely affect the terms on which we sell our products and may negatively affect our financial results. The markets that we serve are highly competitive and have significant global market participants, some with greater resources than us.
Although we repaid 100% of the amount of the grant (as adjusted for fluctuation in the USD/NIS exchange rate), even following full repayment of any IIA grants (together with the applicable interest), and unless otherwise agreed by the applicable authority of the IIA, we must nevertheless continue to comply with the requirements of the Encouragement of Industrial Research and Development Law, 1984 and the regulations promulgated there under (together, the “ R&D Law ”), with respect to technologies the development of which was financed by approved R&D program using financing from such grants (“ Financed Know-How ”).
Although we repaid 100% of the amount of the grant (as adjusted for fluctuation in the USD/NIS exchange rate) and currently are not utilizing any Financed Know-How (as defined below), even following full repayment of any IIA grants (together with the applicable interest), and unless otherwise agreed by the applicable authority of the IIA, we must nevertheless continue to comply with the requirements of the Encouragement of Industrial Research and Development Law, 1984 and the regulations promulgated there under (together, the “ R&D Law ”), with respect to technologies the development of which was financed by approved R&D program using financing from such grants (“ Financed Know-How ”).
The foregoing efforts by countries, activists and organizations, particularly if they become more widespread, as well as rulings by the ICJ, ICC and other international tribunals, may adversely impact our ability to cooperate with research institutions and collaborate with other third parties.
The foregoing efforts, particularly if they become more widespread, as well as rulings by the ICJ, ICC and other international tribunals, may adversely impact our ability to cooperate with research institutions and collaborate with other third parties.
(“ Priortech ”) and Chroma ATE Inc. (“ Chroma ”), beneficially hold in the aggregate 38.24% of our issued and outstanding ordinary shares.
(“ Priortech ”) and Chroma ATE Inc. (“ Chroma ”), beneficially hold in the aggregate 38.04% of our issued and outstanding ordinary shares.
We are subject to various regulations and standards relating to data privacy and security. Failure to comply with any applicable privacy, security or data protection laws, regulations, standards or other requirements could have an adverse effect on our business prospects, results of operations, and financial condition. The regulatory framework for data and privacy protection issues is rapidly evolving worldwide.
Failure to comply with any applicable privacy, security or data protection laws, regulations, standards or other requirements could have an adverse effect on our business prospects, results of operations, and financial condition. The regulatory framework for data and privacy protection issues is rapidly evolving worldwide.
We may, from time to time, take various measures designed to reduce our exposure to these effects, but any such steps may be inadequate to protect us from currency rate fluctuations. In addition, although our products’ prices in most countries are denominated in U.S.
We may, from time to time, take various measures designed to reduce our exposure to these effects, but any such steps may be inadequate to protect us from currency rate fluctuations. In addition, although our sales are denominated in U.S.
In addition, failure to comply with the Israeli Privacy Protection Law 1981 (the “ PPL ”) and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and, in certain cases, criminal liability.
In addition, failure to comply with the Israeli Privacy Protection Law 1981 (the “ PPL ”) and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and, in certain cases, criminal liability. In August 2025, a comprehensive amendment to the PPL became effective.
Risk Factors Related to Our Operations in Israel • Conditions in the Middle East and Israel may adversely affect our operations, including the impact of the latest Israel-Hamas war and continued hostilities along Israel’s borders; • The effects of Israeli governmental programs and tax benefits, as well as of governmental grants; and • Shareholders rights and responsibilities and the general corporate law framework in Israel, applicable to our shares and shareholders.
Risk Factors Related to Our Operations in Israel • Conditions in the Middle East and Israel, including the impact of the Israel-Iran conflict and continued hostilities along Israel’s borders; • The effects of Israeli governmental programs and tax benefits, as well as of governmental grants; and • Shareholders rights and responsibilities and the general corporate law framework in Israel, applicable to our shares and shareholders.
Additionally, recent policies adopted by China with respect to trade, may present obstacles, such as regulatory restraints or significant increases in tariffs on goods imported into these markets.
Additionally, Chinese policies with respect to trade, may present obstacles, such as regulatory restraints or significant increases in tariffs on goods imported into these markets.
In some cases, such proceedings, if initiated, may conclude in a requirement to divest portions of the acquired business; (xiii) the failure to successfully complete the integration associated with the transaction (including integrating any acquired technology into our products), which may cause new markets we were aiming for not to materialize or in which competitors may have a stronger market position; or (xiv) we may fail to effectively obtain the desired technological improvement. 10 Furthermore, we compete for acquisition and investment opportunities with other well-established and well-capitalized entities.
In some cases, such proceedings, if initiated, may conclude in a requirement to divest portions of the acquired business; (xiii) the failure to successfully complete the integration associated with the transaction (including integrating any acquired technology into our products), which may cause new markets we were aiming for not to materialize or in which competitors may have a stronger market position; or (xiv) we may fail to effectively obtain the desired technological improvement.
Political, geopolitical, economic and financial crises and instabilities have in the past negatively affected the semiconductor industry and its end markets and could do so again in the future.
The semiconductor industry, including the semiconductor equipment industry, relies on global end markets. Political, geopolitical, economic and financial crises and instabilities have in the past negatively affected the semiconductor industry and its end markets and could do so again in the future.
Developments in the AI market, including related forecasts and investor expectations, could impact the semiconductor industry. 6 In addition, the semiconductor industry has been subject to significant downturns from time to time as a result of global economic conditions, as well as industry-specific factors such as over-ordering in recent years which in turn results in excess inventory within our customers, built-in excess capacity, fluctuations in product supply, product obsolescence and changes in end-customer preferences.
In addition, the semiconductor industry has been subject to significant downturns from time to time as a result of global economic conditions, as well as industry-specific factors such as over-ordering in recent years which in turn results in excess inventory within our customers, built-in excess capacity, fluctuations in product supply, product obsolescence and changes in end-customer preferences.
Although the related market disruptions are impossible to predict, they could be substantial, particularly if the current situation continues for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. See also “Risk Factors Related to Our Operations in Israel” below for more information.
Although the related market disruptions are impossible to predict, they could be substantial, particularly if the current situation continues for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale.
To date, we have successfully managed our supply chain, but if these factors continue or become more severe, they may have an adverse effect on our supply chain and on our ability to fulfill customer orders in a timely manner, which could in turn have an adverse effect on our position in the market and on our business and operations.
To date, we have successfully managed our supply chain, but if these factors continue or become more severe, they may have an adverse effect on our supply chain and on our ability to fulfill customer orders in a timely manner, which could in turn have an adverse effect on our position in the market and on our business and operations. 12 We maintain high levels of cash, which subjects us to additional material risks.
In addition, we could face increased competition as a result of China's programs to promote a domestic semiconductor industry and supply chains (including the Made in China 2025 campaign). We may be affected by global economic trends such as recession, inflation, interest rates, and economic slowdown.
In addition, we could face increased competition as a result of China’s policies to promote a domestic semiconductor industry and supply chains. 8 We may be affected by global economic trends such as inflation, interest rates, and economic slowdown.
These provisions of Israeli law could have the effect of delaying or preventing a change in control and may make it more difficult for a third-party to acquire us, even if doing so would be beneficial to our shareholders and may limit the price that investors may be willing to pay in the future for our ordinary shares. 23 Shareholder rights and responsibilities are governed by Israeli law which differs in some respects from the rights and responsibilities of shareholders of U.S. companies.
These provisions of Israeli law could have the effect of delaying or preventing a change in control and may make it more difficult for a third-party to acquire us, even if doing so would be beneficial to our shareholders and may limit the price that investors may be willing to pay in the future for our ordinary shares.
Service of process upon our directors and officers, all of whom reside outside the United States, may be difficult to obtain within the United States.
We are incorporated under the laws of the State of Israel. Service of process upon our directors and officers, all of whom reside outside the United States, may be difficult to obtain within the United States.
Such circumstances could have a negative effect on our ability to sell to, ship products to, collect payments from, and support customers in certain regions based on trade restrictions, embargoes, logistics restrictions and export control law restrictions.
Such circumstances could have a negative effect on our ability to sell to, ship products to, collect payments from, and support customers in certain regions.
We have expanded, and may further attempt to expand our activity within and/or beyond our current served markets, through acquisition activity. Such activity and the integration of acquired businesses may adversely affect our results of operations, financial condition and trading price of our shares.
See also “Risk Factors Related to Our Operations in Israel” below for more information. 9 We have expanded, and may further attempt to expand our activity within and/or beyond our current served markets, through acquisition activity. Such activity and the integration of acquired businesses may adversely affect our results of operations, financial condition and trading price of our shares.
In addition, the application and interpretation of these laws and regulations are often uncertain. New privacy laws add additional complexity, requirements, restrictions and potential legal risk, require additional investment in resources to compliance programs, and could result in increased compliance costs and/or changes in business practices and policies.
New privacy laws add additional complexity, requirements, restrictions and potential legal risk, require additional investment in resources to compliance programs, and could result in increased compliance costs and/or changes in business practices and policies.
Threats to network and data security are constantly evolving and becoming increasingly diverse and sophisticated. Cyber-attacks, malicious internet-based activity, online and offline fraud, and other similar activities threaten the confidentiality, integrity, and availability of our sensitive information and information technology systems, and those of the third parties upon which we rely.
Cyber-attacks, malicious internet-based activity, online and offline fraud, and other similar activities threaten the confidentiality, integrity, and availability of our sensitive information and information technology systems, and those of the third parties upon which we rely.
Certain additional export administration regulations issued by the U.S. Department of Commerce since October 2022, and which have increased in 2024, may have an adverse effect on the entire semiconductor manufacturing sector in China and reduce the demand for semiconductors equipment from this sector and therefore indirectly affect our sales in China.
Department of Commerce since October 2022, and which have increased in 2025, may have an adverse effect on the entire semiconductor manufacturing sector in China and reduce the demand for semiconductors equipment and therefore indirectly affect our sales in China.
Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere could present risks to our operations.
Climate change, or legal or regulatory measures to address climate change, may negatively affect us. Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere could present risks to our operations.
Cyber-attacks aimed at our digital assets could accumulate increased costs to prevent, respond to or mitigate these incidents. It is also possible that our digital assets and business processes could be jeopardized, compromised or halted via cyber-attacks, without being noticed for some time.
It is also possible that our digital assets and business processes could be jeopardized, compromised or halted via cyber-attacks, without being noticed for some time.
Such assets are managed in accordance with the provisions our investment policy, which was adopted by our management and our Board’s Investment Committee (the “ Investment Committee ”) and approved by our Board.
Our company maintains a significant amount of our assets in cash or cash equivalent instruments. Such assets are managed in accordance with the provisions our investment policy, which was adopted by our management and our Board’s Investment Committee (the “ Investment Committee ”) and approved by our Board.
While we continue to monitor new sanctions and trade restrictions that could arise, any alleged or actual violations of such laws whether U.S. or other jurisdictions, whether or not directly applicable to us, could have an adverse impact on our reputation, business, results of operations and financials. 8 A substantial majority of our sales have been to manufacturers in the Asia Pacific region.
While we continue to carefully monitor new sanctions and trade restrictions that could arise and conduct ongoing detailed assessments of applicable law, any alleged or actual violations of such laws whether U.S. or other jurisdictions, whether or not directly applicable to us, could have an adverse impact on our reputation, business, results of operations and financials.
Since we are incorporated under Israeli law, the rights and responsibilities of our shareholders are governed by our articles of association, as amended from time to time (our “ Articles ”) and Israeli law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in United States-based corporations.
Shareholder rights and responsibilities are governed by Israeli law which differs in some respects from the rights and responsibilities of shareholders of U.S. companies. Since we are incorporated under Israeli law, the rights and responsibilities of our shareholders are governed by our articles of association, as amended from time to time (our “ Articles ”) and Israeli law.
If we are unable to comply or are unable to cause our suppliers or contract manufacturers to comply, with such policies or provisions or meet the requirements of our customers and our investors, a customer may stop purchasing products from us or an investor may sell their shares, and may take legal action against us, which could harm our reputation, revenue, and results of operations. 17 Climate change, or legal or regulatory measures to address climate change, may negatively affect us.
If we are unable to comply or are unable to cause our suppliers or contract manufacturers to comply, with such policies or provisions or meet the requirements of our customers and our investors, a customer may stop purchasing products from us, which could harm our reputation, revenue, and results of operations.
“ Corporate Governance ” below. Following our home country corporate governance practices, as opposed to the requirements that would otherwise apply to a U.S. company listed on Nasdaq, may provide less protection to investors than is afforded under the Nasdaq Rules applicable to domestic issuers.
Following our home country corporate governance practices, as opposed to the requirements that would otherwise apply to a U.S. company listed on Nasdaq, may provide less protection to investors than is afforded under the Nasdaq Rules applicable to domestic issuers. 21 Provisions of Israeli law may delay, prevent or make undesirable an acquisition of all or a significant portion of our shares or assets.
Securities class action litigations are being brought from time to time against companies following periods of volatility in the market price of their securities, and in the past, one was brought against us. Although this claim was dismissed, we cannot guarantee that similar litigation would not be brought against us in the future.
Securities class action litigations are being brought from time to time against companies following periods of volatility in the market price of their securities, and in the past, one was brought against us.
In addition, even if an Israeli court agrees to hear such a claim, it is not certain whether Israeli law or U.S. law will be applicable to the claim.
In addition, even if an Israeli court agrees to hear such a claim, it is not certain whether Israeli law or U.S. law will be applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process.
A number of our customers have adopted, or may adopt, procurement policies that include ESG provisions or requirements that their suppliers should comply with, or they may seek to include such provisions or requirements in their procurement terms and conditions. An increasing number of investors are also requiring companies to disclose corporate ESG policies, practices and metrics.
A number of our customers have adopted, or may adopt, procurement policies that include environmental, social and governance responsibility provisions or requirements that their suppliers should comply with, or they may seek to include such provisions or requirements in their procurement terms and conditions.
Below are some of the main risks factors and challenges that we have been facing and may further face, which could have an adverse effect on our business, results of operations and financial condition: Risk Factors Related to Our Business, Markets, and Industry Our business could be materially disrupted by negative effects on the semiconductor industry, including as a result of economic, political, legal, regulatory and other changes, in the global or local markets in which we operate.
Below are some of the main risks factors and challenges that we have been facing and may further face, which could have an adverse effect on our business, results of operations and financial condition: Risk Factors Related to Our Business, Markets, and Industry A slowdown or contraction in AI-related semiconductor investment could materially and adversely affect our business, results of operations and financial condition.
Our employees who are Israeli citizens are generally subject to a periodic obligation to perform reserve military service, generally until they reach the age of 45 (or older, for reservists with certain occupations), but during military conflicts, these employees may be called to active duty for longer periods of time, as occurred, and may continue to occur, during the “Swords of Iron” war.
Our employees who are Israeli citizens are generally subject to a periodic obligation to perform reserve military service, generally until they reach the age of 45 (or older, for reservists with certain occupations), but during military conflicts, these employees may be called to active duty for longer periods of time, In case of further regional instability such employees, who may include one or more of our key employees, may be absent for extended periods of time which may materially adversely affect our business.
For more information regarding the above-mentioned and other restrictions imposed by the R&D Law and regarding grants received by us from the IIA (and the repayment thereof), see Item 4.B - “ Business Overview – The Israel Innovation Authority ” below.
For more information regarding the above-mentioned and other restrictions imposed by the R&D Law and regarding grants received by us from the IIA (and the repayment thereof), see Item 4.B - “ Business Overview – The Israel Innovation Authority ” below. 20 It may be difficult to enforce a U.S. judgment against us or our officers and directors, or to assert U.S. securities law claims in Israel .
The international environment in which we operate is affected by inter-country trade agreements and tariffs. As a result of recent revisions in the U.S. administrative policy there are, and may be additional, changes to existing trade agreements, greater restrictions on free trade and significant increases in tariffs on goods imported into the United States.
As a result of recent revisions in the U.S. administrative policy there are, and may be additional, changes to existing trade agreements, greater restrictions on free trade and significant increases in tariffs on goods imported into the United States. Over the course of 2025, the U.S. has continued to impose tariffs on imports from foreign countries, including China.
During the period from January 1, 2024 through March 5, 2025, the closing price of our ordinary shares ranged from $67.02 to $137.24 per share.
During the period from January 1, 2025 through March 4, 2026, the closing price of our ordinary shares ranged from $47.41 to $174.61 per share.
While the Israeli government generally covers the reinstatement value of direct damages caused by acts of war or terror attacks, we cannot be certain that such coverage will be maintained.
Furthermore, our Company’s insurance does not cover loss arising out of events related to the security situation in the Middle East. While the Israeli government generally covers the reinstatement value of direct damages caused by acts of war or terror attacks, we cannot be certain that such coverage will be maintained.
Compliance with environmental, social, governance, health, export controls, and other laws, regulations, and disclosure rules and potential liabilities could materially impact our business, results of operations and financial condition. Due to our global operations, we must comply with certain international and domestic laws, disclosure requirements, export control regulations and restrictions which may expose our business to risks.
Due to our global operations, we must comply with certain international and domestic laws, disclosure requirements, export control regulations and restrictions which may expose our business to risks.
Additionally, the Asia-Pacific region is susceptible to the occurrence of natural disasters, such as earthquakes, cyclones, tsunamis and flooding.
For instance, Taiwan and China encountered a number of continuous disputes, as have North and South Korea. Additionally, the Asia-Pacific region is susceptible to the occurrence of natural disasters, such as earthquakes, cyclones, tsunamis and flooding.
We are a global company that operates in a multi-currency environment. As a major portion of the costs of our Israeli operations, such as personnel, subcontractors, materials and facility‑related costs, are incurred in NIS, an increase in the NIS value relative to the U.S. Dollar will increase our costs expressed in U.S. Dollars.
We are a global company operating in a multi-currency environment. A substantial portion of our revenues is denominated in U.S. dollars, while a significant portion of our expenses, particularly the costs of our Israeli operations, such as personnel, subcontractors, materials and facility‑related costs, are incurred in NIS.
Further, it may be difficult for an investor to assert U.S. securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not the most appropriate forum to bring such a claim.
Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws against us or our officers and directors reasoning that Israel is not the most appropriate forum to bring such a claim.
Any inability to adequately address privacy and security concerns or comply with applicable privacy and data security laws, rules and regulations could have an adverse effect on our business prospects, results of operations and/or financial position. 12 Fluctuations in currency exchange rates may result in additional expenses being recorded or in the prices of our products becoming less competitive and thus may have negative impact on our profitability.
Any inability to adequately address privacy and security concerns or comply with applicable privacy and data security laws, rules and regulations could have an adverse effect on our business prospects, results of operations and/or financial position.
This has had, and may continue to have, an adverse effect on the lead-time for our components and increase in their prices. The global demand for electronic components has experienced a sharp increase, with a growing number of industries dramatically increasing their demand and consumption.
The global demand for electronic components has experienced a sharp increase, with a growing number of industries dramatically increasing their demand and consumption.
The process of locating, training and successfully integrating qualified personnel into our operations can be lengthy and expensive. During periods of economic growth, competition for qualified engineering and technical personnel is intense.
The process of locating, training and successfully integrating qualified personnel into our operations can be lengthy and expensive. During periods of economic growth, competition for qualified engineering and technical personnel is intense. Compliance with environmental, social, governance, health, and other laws, regulations, and disclosure rules and potential liabilities could materially impact our business, results of operations and financial condition.
Our operating results have varied and will likely continue to vary significantly from quarter to quarter and from our expectations for any specific period, making it difficult to predict future results.
Such claims may harm our development efforts and competitive advantage and expose us to copyright infringement claims that could be expensive and could disrupt our business. Our operating results have varied and will likely continue to vary significantly from quarter to quarter and from our expectations for any specific period, making it difficult to predict future results.
As a result, these companies may experience volatility in their share prices and/or difficulties in raising additional funds required to effectively operate and grow their businesses. Thus, market and industry-wide fluctuations and political, economic and military conditions in the Middle East may adversely affect the trading price of our ordinary shares, regardless of our actual operating performance.
Thus, market and industry-wide fluctuations and political, economic and military conditions in the Middle East may adversely affect the trading price of our ordinary shares, regardless of our actual operating performance.
The above listed risk factors could adversely affect our global sales, and as a result our inventory and supply chain, which could have a material adverse impact on our results of operations and financial condition. Changes in global trade policies beyond our control may adversely impact our business, financial condition and results of operations.
The above listed factors could adversely affect our global sales, and as a result our inventory and supply chain, which could have a material adverse impact on our results of operations and financial condition. The markets we serve are highly competitive and have significant global market participants, some with greater resources than us.
These could mean lower prices for our products and a corresponding reduction in our gross margin, as well as more favorable payment terms to our customers and a corresponding decline in our cash flow.
Other competitors are local smaller competitors in the markets we operate, which target the low-end market and may offer products at lower prices. Competition could result in lower prices for our products and a corresponding reduction in our gross margin, as well as more favorable payment terms to our customers and a corresponding decline in our cash flow.
Adopting new technologies may also result in material inventory write-offs which would adversely affect our results of operations. We cannot assure you that we will successfully forecast technology trends or that we will anticipate innovations made by other companies and respond with our own innovation in a timely manner, which could affect our competitiveness in the market.
We cannot assure you that we will successfully forecast technology trends or that we will anticipate innovations made by other companies and respond with our own innovation in a timely manner, which could affect our competitiveness in the market. 10 Fluctuations in currency exchange rates may result in additional expenses being recorded or in the prices of our products becoming less competitive and thus may have negative impact on our profitability.
It has been and may continue to be increasingly difficult to keep up with the pace, complexity and scope of these changes.
Furthermore, the above regulatory requirements are subject to rapid change and governments around the world are adopting a growing number of compliance and enforcement initiatives. It has been and may continue to be increasingly difficult to keep up with the pace, complexity and scope of these changes.
Dollars, but a significant portion of our expenses is incurred in currencies other than U.S. Dollars (mainly New Israeli Shekels). In light of these factors and the cyclical nature of the markets we target, we expect to continue to experience significant fluctuations in our quarterly operating results.
Dollars, but a significant portion of our expenses is incurred in currencies other than U.S. Dollars (mainly New Israeli Shekels).
There are concerns that companies and businesses will terminate, and may have already terminated, certain commercial relationships with Israeli companies following the ICJ and the ICC decisions.
In addition, there are concerns that companies and businesses will terminate, and may have already terminated, certain commercial relationships with Israeli companies following ongoing efforts by countries, activists and organizations to boycott the State of Israel and related entities and companies.
If we are unsuccessful in effectively responding to our competition, our financial results will be adversely affected by reduced revenues as well as lower margins, which may lead to financial losses. 9 The impact of the latest regional instabilities and continued hostilities along Israel’s borders could impede our ability to operate and develop, manufacture and deliver products and components and harm our business and financial results.
If we are unsuccessful in effectively responding to our competition, our financial results will be adversely affected by reduced revenues as well as lower margins, which may lead to financial losses. Changes in global trade policies beyond our control may adversely impact our business, financial condition and results of operations.
The concentration of our sales and other resources within a particular geographical region, subjects us to additional material risks. In 2024, our sales in the Asia Pacific region (mainly China, Taiwan and South Korea) accounted for approximately 89% of our total revenues with sales to China being 31% of our total revenues.
A substantial majority of our sales have been to manufacturers in the Asia Pacific region. The concentration of our sales and other resources within a particular geographical region, subjects us to additional material risks.
Acquisitions involve numerous risks, any of which could harm our business, results of operations cash flow and financial condition as well as the price of our ordinary shares. Increased cyber-attacks, data breaches, risks and threats, along with changes in privacy and data protection laws could have an adverse effect on our business.
Any of these events could adversely affect our business, results of operations and financial condition. Increased cyber-attacks, data breaches, risks and threats, along with changes in privacy and data protection laws could have an adverse effect on our business. Threats to network and data security are constantly evolving and becoming increasingly diverse and sophisticated.
An increasing number of organizations have disclosed breaches of their information security systems, some of which have involved sophisticated and highly targeted attacks. Given the substantial increase of cyber-attacks in recent years, we have implemented network security technological, operational and organizational measures and drafted an internal global information technology security policy.
Given the substantial increase of cyber-attacks in recent years, we have implemented network security technological, operational and organizational measures and drafted an internal global information technology security policy. This policy, which follows industry best practices and focuses on Camtek’s network and information security, was reviewed by our audit committee and board of directors.
Many of these factors are out of our control, and we believe that period-to-period comparisons of our financial results will not necessarily be indicative of our future performance. 18 Moreover, the market prices of equity securities of companies that have a significant presence in Israel may also be affected by the changing security situation in the Middle East and particularly in Israel.
Many of these factors are out of our control, and we believe that period-to-period comparisons of our financial results will not necessarily be indicative of our future performance.
Such proposed changes may also adversely affect the labor market in Israel or lead to political instability or civil unrest.
In response to such developments, individuals, organizations and financial institutions, both within and outside of Israel, have voiced concerns that the proposed changes may negatively impact the business environment in Israel. Such proposed changes may also adversely affect the labor market in Israel or lead to political instability or civil unrest.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeDollars in thousands) Machinery and equipment* 8,719 8,155 6,162 Right of use (ROU) assets 7,035 2,573 2,079 Computer equipment and software 1,651 1,061 1,438 Building and leasehold improvements 4,149 2,974 3,600 Vehicles 37 34 3 Office furniture and equipment 247 111 117 Total 21,838 14,908 13,399 * including transfer of inventory to fixed assets in the aggregate of $4,533, $4,541, and $2,893 in 2024, 2023 and 2022, respectively.
Biggest changeDollars in thousands) Machinery and equipment* 8,511 8,719 8,155 Right of use (ROU) assets 3,042 7,035 2,573 Computer equipment and software 1,462 1,651 1,061 Building and leasehold improvements 9,326 4,149 2,974 Vehicles - 37 34 Office furniture and equipment 111 247 111 Total 22,452 21,838 14,908 * including transfer of inventory to fixed assets in the aggregate of $4,783, $4,533, and $4,541 in 2025, 2024 and 2023, respectively. 28 Material Effects of Governmental Regulations The following EU directives, which represent the European standards required for placing products on the EU market, apply to our systems: Machinery Directive 2006/42/EC, Low Voltage Directive (LVD) 2014/35/EU, EMC Directive (EMC) 2014/30/EU, and RoHS2 Directive (RoHS2) 2011/65/EU.
In November 2021, we closed an offering of $200 million aggregate principal amount of 0% Convertible Senior Notes due 2026 (“ Convertible Notes ”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act, which included the full exercise of underwriters’ option to purchase an additional $25 million of Convertible Notes, raising $194.5 million net of underwriting discounts and commissions and other offering expenses.
In November 2021, we closed an offering of $200 million aggregate principal amount of 0% Convertible Senior Notes due 2026 (“ 2026 Convertible Notes ”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act, which included the full exercise of underwriters’ option to purchase an additional $25 million of the 2026 Convertible Notes, raising $194.5 million net of underwriting discounts and commissions and other offering expenses.
The Chroma Transaction was closed in June, 19, 2019 (the “ Chroma Closing Date ”), following the occurrence of closing conditions defined therein, including the approval of the Chroma Transaction by the Company’s shareholders in our 2019 annual general meeting of shareholders, dated June 3, 2019 (the “ 2019 AGM ”) as well as the grant of approvals by certain regulatory bodies, including the Committee on Foreign Investment in the United States (CFIUS) and the Taiwan Overseas Foreign Investment Commission (MOEAIC).
The Chroma Transaction was closed in June, 19, 2019 (the “ Chroma Closing Date ”), following the occurrence of closing conditions defined therein, including the approval of the Chroma Transaction by our shareholders in our 2019 annual general meeting of shareholders, dated June 3, 2019 (the “ 2019 AGM ”) as well as the grant of approvals by certain regulatory bodies, including the Committee on Foreign Investment in the United States (CFIUS) and the Taiwan Overseas Foreign Investment Commission (MOEAIC).
We believe that a significant part of our competitive advantage derives from our R&D innovative capabilities which enable us to adapt our technologies to evolving market needs and customers’ requirements. Over the years, our Inspection and Metrology products for the semiconductor industry included the Falcon, Condor, Gannet and Eagle products lines.
We believe that a significant part of our competitive advantage derives from our R&D innovative capabilities which enable us to adapt our technologies to evolving market needs and customers’ requirements. 25 Over the years, our Inspection and Metrology products for the semiconductor industry included the Falcon, Condor, Gannet and Eagle products lines.
In the fast-growing advanced packaging market segment, which includes a wide variety of devices and technologies, new inspection and measurements steps become crucial to ensure a known-good-package. The bumps and hybrid bonding are becoming the main interface instead of the conventional wire bonding. There is a wide variety of bump types and sizes which are used for different packaging technologies.
In the fast-growing advanced packaging market segment, which includes a wide variety of devices and technologies, new inspection and measurement steps become crucial to ensure a known-good-package. The bumps and hybrid bonding are becoming the main interface instead of the conventional wire bonding. There is a wide variety of bump types and sizes which are used for different packaging technologies.
Ltd. Hong Kong Camtek USA Inc. New Jersey, USA Camtek (Europe) NV Belgium Camtek Germany GmbH Germany Camtek Inspection Technology (Suzhou) Ltd. China Camtek Japan Ltd. Japan Camtek Inspection Technology Limited Taiwan Camtek South East Asia Pte Ltd. Singapore Camtek Korea Ltd. South Korea Camtek Germany Holding GmbH Germany FRT GmbH Germany 31 D.
Ltd. Hong Kong Camtek USA Inc. New Jersey, USA Camtek (Europe) NV Belgium Camtek Germany GmbH Germany Camtek Inspection Technology (Suzhou) Ltd. China Camtek Japan Ltd. Japan Camtek Inspection Technology Limited Taiwan Camtek South East Asia Pte Ltd. Singapore Camtek Korea Ltd. South Korea Camtek Germany Holding GmbH Germany FRT GmbH Germany 29 D.
As of December 31, 2024, we have repaid (including interest accrued by Camtek) all outstanding grant amounts to the IIA. As of the date of this Annual Report, no Financed Know-How is utilized in our current or currently anticipated activities.
As noted above, as of December 31, 2025, we have repaid (including interest accrued by Camtek) all outstanding grant amounts to the IIA. As of the date of this Annual Report, no Financed Know-How is utilized in our current or currently anticipated activities.
We have a distribution rights agreement with a Japanese company, under which this company sells, installs and supports our products in Japan. As of December 31, 2024, 284 of our employees were engaged in our worldwide marketing and support efforts, including support and marketing administration staff.
We have a distribution rights agreement with a Japanese company, under which this company sells, installs and supports our products in Japan. As of December 31, 2025, 315 of our employees were engaged in our worldwide marketing and support efforts, including support and marketing administration staff.
Our experienced local teams have been able to install and support our customers throughout the pandemic with virtual support, as needed, from our experts in the headquarters. We take various measures to secure customers’ payment on a case-by-case basis by means of letters of credit.
Our experienced local teams have been able to install and support our customers throughout the pandemic with virtual support, as needed, from our experts in the headquarters. We take various measures to secure customers’ payment on a case-by-case basis by means of letters of credit. Also, we receive advanced payments before shipment from most customers.
Property, Plants and Equipment Our main office, manufacturing and research and development facilities are located in the Ramat Gavriel Industrial Zone of Migdal Ha’Emek in northern Israel. These facilities occupy 124,000 square feet of which 45,500 square feet are devoted to the manufacturing of our products.
Property, Plants and Equipment Our main office, manufacturing and research and development facilities are located in the Ramat Gavriel Industrial Zone of Migdal Ha’Emek in northern Israel. These facilities occupy 164,000 square feet of which 90,800 square feet are devoted to the manufacturing of our products.
Product Lines Inspection and Metrology Systems Our systems consist of: • an electro-optical assembly unit which captures the image of the inspected product and which consists of a video camera, precision optics and illumination sources; • a precise, movable table, that holds the inspected product; and • an electronic hardware unit, which operates the entire system and includes embedded components that process and analyze the captured image by using our proprietary algorithms. 26 The inspected and measured product is placed on a designated platform and is scanned under the optical assembly unit.
Product Lines Inspection and Metrology Systems Our systems consist of: • an electro-optical assembly unit which captures the image of the inspected product and which consists of a video camera, precision optics and illumination sources; • a precise, movable table, that holds the inspected product; and • an electronic hardware unit, which operates the entire system and includes embedded components that process and analyze the captured image by using our proprietary algorithms.
Under the terms of certain IIA plans, a company may be required to pay royalties ranging between 3% to 6% (depending on the terms and conditions of the specific plan and the classification of the company), of the revenues generated from its products or services incorporating know-how developed with, or are a derivative of, funds received from the IIA (“IIA Products”), until 100% of the dollar value of the grant is repaid (plus LIBOR interest applicable to grants received on or after January 1, 1999 and until July 1, 2017; the interest applicable to grants received on or after July 1, 2017, and until January 1, 2024 is: (i) LIBOR interest until December 31, 2023, and (ii) thereafter, 12 months Term SOFR as published in the first trading day of each year by CME Group, or by any other party authorized by the Federal Reserve, or in alternative publication by the Bank of Israel, with the addition of 0.71513%; the interest applicable to grants received on or after January 1, 2024 is 12 months Term SOFR as published in the first trading day of each year by CME Group, or by any other party authorized by the Federal Reserve, or in alternative publication by the Bank of Israel).
Under the terms of certain IIA plans, to the abovementioned royalties range between 3% to 6% (depending on the terms and conditions of the specific plan and the classification of the company), of the revenues generated from Financed Know-How (“IIA Products”), until 100% of the dollar value of the grant is repaid (plus LIBOR interest applicable to grants received on or after January 1, 1999 and until July 1, 2017; the interest applicable to grants received on or after July 1, 2017, and until January 1, 2024 is: (i) LIBOR interest until December 31, 2023, and (ii) thereafter, 12 months Term SOFR as published in the first trading day of each year by CME Group, or by any other party authorized by the Federal Reserve, or in alternative publication by the Bank of Israel, with the addition of 0.71513%; the interest applicable to grants received on or after January 1, 2024 is 12 months Term SOFR as published in the first trading day of each year by CME Group, or by any other party authorized by the Federal Reserve, or in alternative publication by the Bank of Israel).
Inspection and Metrology are implemented at various stages along the semiconductor manufacturing process. Camtek’s systems serve various manufacturing stages starting from the Back-end-of-line (BEOL) of the front-end, through Inspection and Metrology of bumps in the mid-end, inspection of wafers and the inspection of post-diced wafers in the back end (Assembly).
Camtek’s systems serve various manufacturing stages starting from the Back-end-of-line (BEOL) of the front-end, through Inspection and Metrology of bumps in the mid-end, inspection of wafers and the inspection of post-diced wafers in the back end (Assembly).
Hence, the total end product quality is enhanced by ensuring that only known good dice will be shipped to end-users. The systems are easy to operate and offer high accuracy and productivity in high volume manufacturing environments.
Hence, the total end product quality is enhanced by ensuring that that quality of the products to be shipped to end-users. The systems are easy to operate and offer high accuracy and productivity in high volume manufacturing environments.
Our customers are semiconductor manufacturers, among them outsourced semiconductor assembly and test (OSAT), integrated device manufacturers (IDMs) and wafer level packaging subcontractors. Our customers, many of whom have multiple facilities, are located throughout Asia, Europe and North America. In 2024, three individual customers accounted for 15%, 10% and 10% of our total revenues.
Our customers are semiconductor manufacturers, among them outsourced semiconductor assembly and test (OSAT), integrated device manufacturers (IDMs) and wafer level packaging subcontractors. Our customers, many of whom have multiple facilities, are located throughout Asia, Europe and North America. In 2025, one customer accounted for 11% of total revenues.
In 2023, one customer accounted for 15% of our total revenues. As of December 31, 2024, our installed base was over 3,000 systems. The following table shows our revenues classified by geographical region for each of the last three years: Year Ended December 31, 2024 2023 2022 U.S.
As of December 31, 2025, our installed base was over 3,000 systems. 26 The following table shows our revenues classified by geographical region for each of the last three years: Year Ended December 31, 2025 2024 2023 U.S.
These products are divided into three categories: Fully Automated Wafer Metrology, Semi-automated with MHU and Manual Metrology. 27 Product Function MicroProf® AP The FRT MicroProf® AP is a fully automated wafer metrology tool for a wide range of applications at different 3D packaging process steps, e.g. for the measurement of photoresist (PR) coatings and structuring, through silicon vias (TSVs) or trenches after etching, μ-bumps and Cu pillars, as well as for the measurement in thinning, bonding and stacking processes.
MicroProf® AP The FRT MicroProf® AP is a fully automated wafer metrology tool for a wide range of applications at different 3D packaging process steps, e.g. for the measurement of photoresist (PR) coatings and structuring, through silicon vias (TSVs) or trenches after etching, μ-bumps and Cu pillars, as well as for the measurement in thinning, bonding and stacking processes.
The remaining seats are held by two external directors. The Company also entered into a Second Amended and Restated Registration Rights Agreement with Priortech and Chroma, according to which Chroma is entitled to the same rights Priortech has with respect to registration of our shares (see Item 7.B. – “ Related Party Transactions ”).
We also entered into a Second Amended and Restated Registration Rights Agreement with Priortech and Chroma, according to which Chroma is entitled to the same rights Priortech has with respect to registration of our shares (see Item 7.B. - “ Related Party Transactions ”).
Camtek’s systems are equipped with state-of-the-art metrology and inspection capabilities designed to address many of those inspection and metrology steps, including bump height, die stack planarity, RDL dimensions and surface defects.
Camtek’s systems are equipped with state-of-the-art metrology and inspection capabilities designed to address many of those inspection and metrology steps, including bump height, die stack planarity, RDL dimensions and surface defects. These are examples of typical process steps where inspection and metrology are critical to ensure high quality products.
Camtek’s offering includes the inspection of epitaxial layers, inner cracks within the epitaxial layer, surface topography, bow measurement, data analysis and more. During the last couple of years, Camtek has penetrated the Back-end-of-Line (BEOL) of the Front End manufacturing process addressing the challenges of defect-free and high-yield wafer manufacturing.
Camtek’s offering includes the inspection of epitaxial layers, inner cracks within the epitaxial layer, surface topography, bow measurement, data analysis and more. During the last couple of years, Camtek has widened its presence in the Back-end-of-Line (BEOL) of the Front End manufacturing process.
Dollars (In thousands) Asia Pacific 133,772 67,773 63,455 China 132,556 149,510 141,959 Korea 117,135 47,425 43,256 United States 29,282 41,118 54,741 Europe 16,489 9,549 17,498 Total 429,234 315,375 320,909 Marketing and Customer Support We have established a global distribution and support network throughout the territories in which we sell, install and support our products, including the Asia Pacific region, North America and Europe.
Dollars (In thousands) China 243,935 132,556 149,510 Asia Pacific 168,965 133,772 67,773 Korea 36,888 117,135 47,425 United States 28,836 29,282 41,118 Europe 17,448 16,489 9,549 Total 496,072 429,234 315,375 Marketing and Customer Support We have established a global distribution and support network throughout the territories in which we sell, install and support our products, including the Asia Pacific region, North America and Europe.
Our facilities in Germany occupy 15,200 square feet of which 7,000 square feet are devoted to the manufacturing of our products. Our sales offices and demonstration centers, which we lease in various locations around the world, occupy an aggregate of approximately 58,500 square feet. Item4A. Unresolved Staff Comments. None. Item5. Operating and Financial Review and Prospects. A.
Our facilities in Germany occupy 15,200 square feet of which 7,000 square feet are devoted to the manufacturing of our products. Our sales offices and demonstration centers, which we lease in various locations around the world, occupy an aggregate of approximately 68,500 square feet.
Our Business Camtek is a developer and manufacturer of high-end inspection and metrology equipment for the semiconductor industry. Camtek’s systems inspect IC and measure IC features on wafers throughout the production process of semiconductor devices, covering the back-end-of-line (BEOL) of the front-end and mid-end and up to the beginning of assembly (Post Dicing).
Camtek’s systems inspect IC and measure IC features on wafers throughout the production process of semiconductor devices, covering the back-end-of-line (BEOL) of the front-end and mid-end and up to the beginning of assembly (Post Dicing).
In February 2019, the Company signed a series of definitive agreements, referred to as the “ Chroma Transaction ”, in the framework of which Chroma acquired a total of 6,117,440 ordinary shares from Priortech at a price of $9.50 per share, and an additional 1,700,000 new shares were issued to Chroma by the Company, at the same price of $9.50 per share; as of March 10,2024, Chroma holds 17.32% of our ordinary shares, while Priortech holds 21.31% of our ordinary shares.
Our ordinary shares are listed on the Nasdaq Global Market and on the TASE. 22 In February 2019, we signed a series of definitive agreements, referred to as the “ Chroma Transaction ”, in the framework of which Chroma acquired a total of 6,117,440 ordinary shares from Priortech at a price of $9.50 per share, and an additional 1,700,000 new shares were issued to Chroma by us, at the same price of $9.50 per share; as of March 5,2026, Chroma holds 16.79% of our ordinary shares, while Priortech holds 20.66% of our ordinary shares.
The optical assembly unit then captures images of the product, while the electronic hardware unit processes the image using the analysis algorithms. Detected discrepancies are logged and reported as defects per the user definitions. The image of the defect is immediately available for verification by the system operator.
The inspected and measured product is placed on a designated platform and is scanned under the optical assembly unit. The optical assembly unit then captures images of the product, while the electronic hardware unit processes the image using the analysis algorithms. Detected discrepancies are logged and reported as defects per the user definitions.
We rely on single source and limited source suppliers and subcontractors for a number of essential components and subsystems of our products. We have increased our inventories and production capacity to meet our needs taking in account the global shortage.
We rely on single source and limited source suppliers and subcontractors for a number of essential components and subsystems of our products. We have increased our inventories and production capacity to meet our needs. During times of rapid increase in demand in the semiconductor fabrication industry, the delivery time of suppliers in this industry is extended.
Under the Chroma Voting Agreement, Priortech is entitled to nominate three Board members. We have no revenues from sales to affiliates and subsidiaries of Priortech.
As of March 5, 2026, Priortech holds 9,617,787 of our outstanding ordinary shares and is a party to the Chroma Voting Agreement. Under the Chroma Voting Agreement, Priortech is entitled to nominate three Board members. We have no revenues from sales to affiliates and subsidiaries of Priortech.
The shift of memory devices to advanced packaging is growing to support high-end systems. A good example is High Bandwidth Memory (HBM) of DRAM dice stacked on top of each other enabling higher bandwidth at less power consumption. Camtek provides 100% inspection and metrology of all the components in the stack ensuring known-good-package.
Camtek’s flexible inspection and metrology systems utilize a wide variety of technologies to address the complex requirements of these growing segments. 24 The shift of memory devices to advanced packaging is growing to support high-end systems. A good example is High Bandwidth Memory (HBM) of DRAM dice stacked on top of each other enabling higher bandwidth at less power consumption.
We expect that the two fastest growing segments in advanced packaging will be the Chiplets, which are becoming the standard for high performance computing, and Fan Out Wafer Level Packaging (FOWLP). Camtek’s flexible inspection and metrology systems utilize a wide variety of technologies to address the complex requirements of these growing segments.
Camtek’s systems are designed to deliver 100% Inspection and Metrology in high volume manufacturing environment, without compromising on throughput and performance. We expect that the two fastest growing segments in advanced packaging will be the Chiplets, which are becoming the standard for high performance computing, and Fan Out Wafer Level Packaging (FOWLP).
Camtek offers dedicated inspection solutions to support the growing RF manufacturing market, enabling high-volume manufacturing at high throughput. Compound semiconductors are undergoing a major expansion addressing many new applications and using various materials such SiC, GaN, GaAs and others, to improve the performance of new devices such as Power and Face Recognition applications.
Compound semiconductors are undergoing a major expansion addressing many new applications and using various materials such SiC, GaN, GaAs and others, to improve the performance of new devices such as Power and Face Recognition applications. Compound semiconductors are also considered a key component in the manufacturing of Silicon Photonics.
This acquisition is intended to leverage Camtek’s and FRT’s advanced technologies of Advanced Packaging and Silicon Carbide that require new inspection and metrology steps in the semiconductor manufacturing processes. 24 For a discussion of material cash requirements, including capital expenditures, see Item 5.B - “ Liquidity and Capital Resources ” below.
This acquisition is intended to leverage Camtek’s and FRT’s advanced technologies of Advanced Packaging and Silicon Carbide that require new inspection and metrology steps in the semiconductor manufacturing processes.
The SEC maintains an Internet web site at http://www.sec.gov that contains reports and other material that are filed through the SEC’s Electronic Data Gathering, Analysis and Retrieval, or EDGAR, system. Our website is located at www.camtek.com. The information on our website is not incorporated by reference into this Annual Report. B. Business Overview.
For a discussion of material cash requirements, including capital expenditures, see Item 5.B - “ Liquidity and Capital Resources ” below. The SEC maintains an Internet web site at http://www.sec.gov that contains reports and other material that are filed through the SEC’s Electronic Data Gathering, Analysis and Retrieval, or EDGAR, system. Our website is located at www.camtek.com.
With its modular multi-sensor concept, the flexible MicroProf AP measuring tool is designed to perform a variety of measuring tasks in advanced packaging. We also offer a variety of semi-automated metrology equipment. Customers We target wafer manufacturers and companies involved in the testing, assembly and packaging of semiconductor devices.
With its modular multi-sensor concept, the flexible MicroProf AP measuring tool is designed to perform a variety of measuring tasks in advanced packaging. We also offer a variety of semi-automated metrology equipment. Golden Eagle Designed mainly for Fanout Panel-Level-Package (FO-PLP) applications, Camtek’s Golden Eagle is used for the inspection and metrology of standard panel sizes.
These approvals are not required for the sale or export of any products resulting from such R&D activity or based on such Financed Know-How. Further, the R&D Law imposes reporting requirements on certain companies with respect to changes in the ownership of a grant recipient.
Further, the R&D Law imposes reporting requirements on certain companies with respect to changes in the ownership of a grant recipient.
Another fast-growing segment is the CMOS image sensors (“ CIS ”) used for cameras. With the growing number of cameras in each mobile phone and the increase in the number of pixels per each sensor and reduction in the size of each pixel, a high-resolution inspection is mandatory.
With the growing number of cameras in each mobile phone and the increase in the number of pixels per each sensor and reduction in the size of each pixel, a high-resolution inspection is mandatory. Camtek has developed unique capabilities to address these requirements, and its systems are being used by the largest CIS manufacturers.
Our systems can also compile and communicate statistical reports of inspection findings via the customer’s factory information system. We offer a broad range of systems for automated optical Inspection and Metrology of semiconductor wafers. We invest significant resources in R&D to provide our customers with advantageous performance, low cost of ownership, high reliability and ease of operation.
The image of the defect is immediately available for verification by the system operator. Our systems can also compile and communicate statistical reports of inspection findings via the customer’s factory information system. We offer a broad range of systems for automated optical Inspection and Metrology of semiconductor wafers.
The following SEMI Standards, which define uniform standards for manufacturers in the semiconductor fabrication industry and production equipment producers, apply to us: SEMI S-2 (safety requirements for sale of equipment in the semiconductor fabrication) and SEMI S-8 (ergonomic requirements for sale of equipment in the semiconductor fabrication industry).
In addition, the following SEMI Standards, which define uniform safety and ergonomic requirements for semiconductor fabrication equipment manufacturers, apply to our systems: SEMI S2 (Environmental, Health and Safety Guidelines for Semiconductor Manufacturing Equipment) and SEMI S8 (Ergonomic Guidelines for Semiconductor Manufacturing Equipment).
In addition, the Company entered into a Technological Cooperation Agreement with Chroma under which the Company granted Chroma a license for an application under Company’s triangulation technology platform.
In addition, we entered into a Technological Cooperation Agreement with Chroma under which we granted Chroma a license for an application under our triangulation technology platform. In addition, Priortech and Chroma entered into a voting agreement according to which they vote together in our shareholders meetings and have joint control over us (the “ Chroma Voting Agreement ”).
These are examples of typical process steps where inspection and metrology are critical to ensure high quality products. 25 Wafers with hundreds of millions of bumps in very dense architecture are becoming more common and require 100% inspection and metrology due to the packaging reliability requirements.
Wafers with hundreds of millions of bumps in very dense architecture are becoming more common and require 100% inspection and metrology due to the packaging reliability requirements. The high cost of packages which combine multiple dice requires Known Good Dice in order to ensure that each die in the package is fully functional.
The Eagle-AP system family includes the Eagle T -AP and Eagle T -AP Plus models, equipped with higher throughput and improved metrology capabilities. Golden Eagle Designed mainly for Fanout Panel-Level-Package (FO-PLP) applications, Camtek’s Golden Eagle is used for the inspection and metrology of standard panel sizes.
The Eagle-AP system family includes the Eagle T -AP and Eagle T -AP Plus models, equipped with higher throughput and improved metrology capabilities.
The Golden Eagle addresses the challenges of Fanout Wafer Level Packaging (FOWLP), while providing a robust system that addresses high-volume manufacturing requirements.
The Golden Eagle addresses the challenges of Fanout Wafer Level Packaging (FOWLP), while providing a robust system that addresses high-volume manufacturing requirements. During 2026 we will offer our AI technology that includes inspection and automatic defects classification. Customers We target wafer manufacturers and companies involved in the testing, assembly and packaging of semiconductor devices.
Organizational Structure Through its affiliated companies, one of our principal shareholders, Priortech, engages in various aspects of the electronic production, including, advance packaging designs for the semiconductor industry and advanced organic coreless substrate technology. As of March 5, 2025, Priortech holds 21.09% of our outstanding ordinary shares and is a party to the Chroma Voting Agreement.
Furthermore, all system modules undergo testing by accredited independent laboratories that verify and certify compliance with the applicable regulatory and safety requirements. C. Organizational Structure Through its affiliated companies, one of our principal shareholders, Priortech, engages in various aspects of the electronic production, including, advance packaging designs for the semiconductor industry and advanced organic coreless substrate technology.
During times of rapid increase in demand in the semiconductor fabrication industry, the delivery time of suppliers in this industry is extended. However, to date, we have been able to obtain sufficient units of these components to meet our needs in a timely fashion. Our manufacturing facilities are located in Migdal Ha’Emek, Israel, and in Bergisch Gladbach, Germany.
However, to date, we have been able to obtain sufficient components to meet our needs in a timely manner. Our manufacturing facilities are located in Migdal Ha’Emek, Israel, and in Bergisch Gladbach, Germany. 27 The Israel Innovation Authority We received grants from the IIA for several projects and may receive additional grants in the future.
The R&D Law also provides that Financed Know-How and any right derived therefrom may not be transferred to third parties, unless such transfer was approved in accordance with the R&D Law.
In addition to the obligation to pay royalties to the IIA, the R&D Law requires that products which incorporate Financed Know-How be manufactured in Israel and prohibits the transfer of the Financed Know-How and any right derived therefrom to third parties, unless otherwise approved in advance by the IIA.
We have been a public company since July 2000. Our ordinary shares are listed on the Nasdaq Global Market and on the TASE.
We have been a public company since July 2000.
In addition, Priortech and Chroma entered into a voting agreement according to which they vote together in the Company’s shareholders meetings and have joint control over the Company (the “ Chroma Voting Agreement ”). Under the Chroma Voting Agreement, Chroma is entitled to nominate individuals for two seats on the Company’s Board and Priortech is entitled to nominate three members.
Under the Chroma Voting Agreement, Chroma is entitled to nominate individuals for two seats on our Board and Priortech is entitled to nominate three members. The remaining seats are held by two external directors.
Removed
The high cost of packages which combine multiple dice requires Known Good Dice in order to ensure that each die in the package is fully functional. Camtek’s systems are designed to deliver 100% Inspection and Metrology in high volume manufacturing environment, without compromising on throughput and performance.
Added
Following the repurchase of a certain portion of the 2026 Convertible Notes, as described below, and the conversion of an additional portion of outstanding 2026 Convertible Notes, an aggregate amount of $63,000 of the 2026 Convertible Notes is outstanding as of March 4, 2026.
Removed
Camtek has developed unique capabilities to address these requirements and its systems are being used by the largest CIS manufacturers.
Added
On September 11, 2025, we closed an offering of $500 million aggregate principal amount of 0.00% Convertible Senior Notes due 2030 (the “ 2030 Convertible Notes ”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act, which included the full exercise of underwriters’ option to purchase an additional $75 million of the 2030 Convertible Notes, raising $486.5 million net of underwriting discounts and commissions and other offering expenses, of which we used about $267.0 million to repurchase approximately $167.1 million principal amount of our existing 2026 Convertible Notes, with the remainder intended for general corporate purposes.
Removed
As 5G continues to expand its reach, it may open new possibilities for Camtek. 5G smartphones benefit from enhanced performance and broader bandwidth, as a result of the use of more RF filters (up to triple the previous number) with much finer dimensions. These challenges require more accurate and, in many cases, 100% inspection and metrology.
Added
The information on our website is not incorporated by reference into this Annual Report. 23 B. Business Overview. Our Business Camtek is a developer and manufacturer of high-end inspection and metrology equipment for the semiconductor industry.
Removed
The variety of defects calls for detection optimization, fast screening and categorization of the high-volume manufacturing environment, while maintaining high throughput. Camtek’s platforms can handle these challenges and detect all defects of interest at high volume manufacturing rate.
Added
On November 2023, Camtek completed the acquisition of FRT. FRT, headquartered in Bergisch Gladbach, Germany, is a leading supplier of high-precision metrology solutions for the Advanced Packaging and Silicon Carbide markets. Inspection and Metrology are implemented at various stages along the semiconductor manufacturing process.
Removed
In addition, we intend to offer certain software solutions we develop, such as the Automatic Defect Classification (ADC), which provides automatic defect classification of color images, utilizing deep learning techniques, and will enable our customers to reduce and even eliminate manual verification.
Added
Camtek provides 100% inspection and metrology of all the components in the stack ensuring known-good-package. Another segment is the CMOS image sensors (“ CIS ”) used for cameras.
Removed
With the acquisition of FRT in November 2023, Camtek added the following products and metrology capabilities to its portfolio.
Added
Camtek’s tools and specifically the Hawk, provide a competitive product that can address the challenges of this market. This includes high-end inspection capabilities with defect size down to 150nm. Camtek has developed capabilities and technologies that are required in this market, such as, high resolution backside inspection, 360Scan and many others.
Removed
Also, we receive advanced payments before shipment from most customers. 28 Manufacturing Our manufacturing activities consist primarily of the assembly and final integration of parts, components and subassemblies, which are acquired from third‑party vendors and subcontractors. The manufacturing process for our products generally lasts six to twelve weeks.
Added
We invest significant resources in R&D to provide our customers with advantageous performance, low cost of ownership, high reliability and ease of operation.
Removed
We utilize subcontractors for the production of subsystems, and our current main product, the Eagle system, is manufactured by two Israeli contractors who perform most of the material planning, procurement, manufacturing, testing and assembly work with respect to such systems.
Added
In 2024, three customers accounted for 15%, 10% and 10% of total revenues, respectively. In 2023, one customer accounted for 15% of total revenues.
Removed
Competition The markets in which we operate are highly competitive. Our main competitors are Onto Innovations, Skyverse, ATI Electronics Pty Ltd., Cheng Mei Instrument Technology Co., ASTI Holding Limited, Toray Industries Inc., Nova, Bruker, Unity and, for some limited applications, KLA-Tencor Corporation.
Added
Manufacturing Our manufacturing activities at our facilities (Israel and Germany) consist primarily of final integration of our products and testing of customer applications. The tools assembly and power-up is done by our sub-contractors. The final integration process at our facilities generally lasts six to twelve weeks.
Removed
We believe that the principal elements of a sustainable competitive advantage are: • ongoing research, development and commercial implementation of new image acquisition, processing and analysis technologies; • product architecture based on proprietary core technologies and commercially available hardware.
Added
Although we repaid 100% of the amount of the grants (as adjusted for fluctuation in the USD/NIS exchange rate) and currently are not utilizing any Financed Know-How, even following full repayment of any IIA grants (together with the applicable interest), and unless otherwise agreed by the applicable authority of the IIA, we must nevertheless continue to comply with the requirements of the R&D Law with respect to Financed Know-How.
Removed
Such architecture supports shorter time-to-market, flexible cost structure, longer service life and higher margins; • fast response to evolving customer needs; • ability to maintain competitive pricing; • product compatibility with customer automation environment; and • strong pre- and post-sale support (applications, service and training) deployed in immediate proximity to customer sites.
Added
Such prior consent may be given by the IIA subject to payment of increased royalties.
Removed
We believe that we compete effectively on all of these factors. The Israel Innovation Authority The Government of Israel encourages research and development projects in Israel through the IIA (the Israel Innovation Authority), pursuant to and subject to the provisions of the R&D Law.
Added
Capital Expenditures The following table shows our capital expenditures in fixed assets for the last three years: December 31, 2025 2024 2023 (U.S.
Removed
Under the R&D Law, research and development projects which are approved by the Research Committee of the IIA are eligible for grants, in exchange for repayment by way of royalty payment of royalties from revenues generated by the products and/or services developed within the framework of such approved project and subject to compliance with certain requirements and restrictions under the R&D Law as detailed below, which must generally continue to be complied with even following full repayment of all IIA grants (as adjusted for fluctuation in the USD/NIS exchange rate), with applicable interest. 29 We received grants from the IIA for several projects and may receive additional grants in the future.
Added
We ensure compliance with the above-mentioned regulatory requirements during the system design and development process, which is carried out in accordance with the Company’s certified management systems: ISO 9001:2015 (Quality Management), ISO 45001 (Occupational Health and Safety Management), and ISO 14001 (Environmental Management).
Removed
The R&D Law generally requires that a product incorporating Financed Know-how be manufactured in Israel. However, subject to receipt of an approval from the IIA, some of the manufacturing volume may be performed outside of Israel.
Removed
Such approval is subject to the repayment of increased royalties, in an amount of up to 300% of the total grant amount, plus applicable interest, and an increase of 1% in the royalty rate, depending on the extent of the manufacturing that is to be conducted outside of Israel.
Removed
The research committee operating under the IIA may approve the transfer of Financed Know-How between Israeli entities, provided that the transferee undertakes all the obligations in connection with the R&D grant as prescribed under the R&D Law.
Removed
In certain cases, the research committee may also approve a transfer of Financed Know-How outside of Israel, in both cases subject to the receipt of certain payments, calculated according to a formula set forth in the R&D Law.
Removed
In the case of transfer outside of Israel, a payment of up to six times the total amount of the grants plus applicable interest, and in the case the R&D activity related to the know-how remains in Israel, a payment of three times of such total amount.
Removed
At the end of 2021, the publication of the LIBOR ceased, and alternative interests were applied throughout the worldwide economy, including the SOFR interest.
Removed
The interest applicable to grants received on or after January 1, 2024 is 12 months Term SOFR as published in the first trading day of each year by CME Group, or by any other party authorized by the Federal Reserve, or in alternative publication by the Bank of Israel. 30 Capital Expenditures The following table shows our capital expenditures in fixed assets for the last three years: December 31, 2024 2023 2022 (U.S.
Removed
Material Effects of Governmental Regulations The following EU directives, which represent the European standard required in order to sell in Europe, apply to our business: Machinery Directive 2006/42/EC, Low Voltage Directive (LVD) 2014/35/EU, EMC Directive (EMC) 2014/30/EU, and RoHS2 Directive (RoHS2) 2011/65/EU.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeItem 5. Operating and Financial Review and Prospects. 32 Item 6. Directors, Senior Management and Employees 40 Item 7. Major Shareholders and Related Party Transactions. 62 Item 8. Financial Information. 63 Item 9. The Offer and Listing. 63 Item 10. Additional Information. 64 Item 11. Quantitative and Qualitative Disclosures about Market Risk 75
Biggest changeItem 5. Operating and Financial Review and Prospects. 30 Item 6. Directors, Senior Management and Employees 37 Item 7. Major Shareholders and Related Party Transactions. 60 Item 8. Financial Information. 62 Item 9. The Offer and Listing. 62 Item 10. Additional Information. 63 Item 11. Quantitative and Qualitative Disclosures about Market Risk 75

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeDirectors Compensation The Compensation Policy provides for general guidelines with respect to the Company’s non-executive and non-controlling directors’ remuneration, pursuant to which, in line with the current compensation policy, directors’ remuneration shall be comprised of cash compensation which includes annual fee and meeting participation fee as shall be determined in accordance with the provisions of the Companies Law, as well as equity based compensation, the annual value of which shall be capped at $100,000 for all directors, and at $150,000 with respect to the Company’s non-executive Chairman of the Board of Directors. 53 Insurance Framework The Compensation Policy provides for caps on the premium which may be paid and coverage which may be purchased under the Company’s Directors & Officers (D&O) insurance policies, pursuant to which the coverage which may be purchased shall be limited to the higher of: (i) $30,000,000; or (ii) 10% of the Company’s market cap (based on the average closing price of the Company’s share on the Nasdaq Global Market during the preceding 30 days), plus 20% additional coverage for claims-related costs, and the cap on the premium which may be paid for each policy shall be increased to one million $1,000,000.
Biggest changeInsurance Framework The Compensation Policy provides for caps on the premium which may be paid and coverage which may be purchased under the Company’s Directors & Officers (D&O) insurance policies, pursuant to which the coverage which may be purchased shall be limited to the higher of: (i) $30,000,000; or (ii) 10% of the Company’s market cap (based on the average closing price of the Company’s share on the Nasdaq Global Market during the preceding 30 days), plus 20% additional coverage for claims-related costs, and the cap on the premium which may be paid for each policy shall be increased to one million $1,000,000.
Stern served as our Executive Vice President, Business & Strategy. From 1998 until 2001, Mr. Stern served as our Chief Financial Officer. Mr. Stern served in the past as the Chief Financial Officer of Priortech and has been serving as a director of Priortech since 1985 and as its Chief Executive Officer since 2004.
Stern served as our Executive Vice President, Business & Strategy. From 1998 until 2001, Mr. Stern served as our Chief Financial Officer. Mr. Stern served in the past as the Chief Financial Officer of Priortech and has been serving as a director of Priortech since 1985 and as its Chief Executive Officer since 2004. Mr.
Compensation . An external director is entitled to compensation as provided in the Remuneration Regulations and is otherwise prohibited from receiving any other compensation, directly or indirectly, from the Company. For more information, please see “Remuneration of Directors ” below. Our External Directors . Ms. Yael Andorn and Prof.
An external director is entitled to compensation as provided in the Remuneration Regulations and is otherwise prohibited from receiving any other compensation, directly or indirectly, from the Company. For more information, please see “Remuneration of Directors ” below. Our External Directors . Ms. Yael Andorn and Prof.
The quorum for discussions and decisions shall be the majority of the members, provided that the majority of the members present meet the independence criteria set forth in the Companies Law and at least one of them is an external director. Our Audit Committee. The members of our Audit Committee are Mses. Yael Andorn and Orit Stav, and Mr.
The quorum for discussions and decisions shall be the majority of the members, provided that the majority of the members present meet the independence criteria set forth in the Companies Law and at least one of them is an external director. Our Audit Committee. The members of our Audit Committee are Mses. Yael Andorn, Orit Stav, Mr.
The purpose and intent of the 2018 Plan is to advance, pursuant to the Compensation Plan, the interests of the Company by affording to selected employees, officers, directors, consultants and other services providers of the Company and its affiliates an opportunity to acquire or increase its proprietary interest in the Company by the grant in their favor of options, restricted shares and RSUs (the “ Awards ”) thus providing them with an additional incentive to become, and to remain, employed and/or engaged by the Company, encouraging their sense of proprietorship and stimulating their active interest in the success of the Company. 2018 Plan General.
The purpose and intent of the 2018 Plan is to advance, pursuant to the Compensation Plan, the interests of the Company by affording to selected employees, officers, directors, consultants and other services providers of the Company and its affiliates an opportunity to acquire or increase its proprietary interest in the Company by the grant in their favor of options, restricted shares and RSUs (the “ Awards ”) thus providing them with an additional incentive to become, and to remain, employed and/or engaged by the Company, encouraging their sense of proprietorship and stimulating their active interest in the success of the Company. 59 2018 Plan General.
I-Shih Tseng were appointed for service as our directors (see Item 4.A. – “ History and Development of the Company ” ). Except for the Chroma Voting Agreement, there are no arrangements or understandings of which we are aware relating to the election of our directors or the appointment of executive officers in our Company.
I-Shih Tseng were first appointed for service as our directors (see Item 4.A. – “ History and Development of the Company ” ). Except for the Chroma Voting Agreement, there are no arrangements or understandings of which we are aware relating to the election of our directors or the appointment of executive officers in our Company.
We compensate our independent directors for serving on our board of directors by payment of cash fees in accordance with regulations promulgated under the Companies Law concerning the remuneration of external directors (the “ Remuneration Regulations ”), reimbursement for expenses and the award of share options or RSUs. Messrs.
We compensate our independent directors for serving on our Board of Directors by payment of cash fees in accordance with regulations promulgated under the Companies Law concerning the remuneration of external directors (the “ Remuneration Regulations ”), reimbursement for expenses and the award of share options or RSUs.
Future Awards to be granted by us to our employees, officers, directors and consultants, or those of our affiliates, will only be made pursuant to the 2018 Plan. 61 E. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation . Not applicable.
Future Awards to be granted by us to our employees, officers, directors and consultants, or those of our affiliates, will only be made pursuant to the 2018 Plan. E. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation . Not applicable.
Pursuant to the Companies Law, allowing an audit committee that satisfies the requirements of the Companies Law regarding the composition of a compensation committee, to carry out all duties and responsibilities of the compensation committee, our Board of Directors has authorized our Audit Committee to carry out the duties and responsibilities of the compensation committee. Nomination Committee Nasdaq Requirements .
Pursuant to the Companies Law, allowing an audit committee that satisfies the requirements of the Companies Law regarding the composition of a compensation committee, to carry out all duties and responsibilities of the compensation committee, our Board of Directors has authorized our Audit Committee to carry out the duties and responsibilities of the compensation committee. 48 Nomination Committee Nasdaq Requirements .
A director with “professional qualifications” is a person who meets any of the following criteria: (i) has an academic degree in economics, business management, accounting, law, public administration; (ii) has a different academic degree or has completed higher education in an area relevant to the company’s business or which is relevant to his or her position; or (iii) has at least five years’ experience in any of the following, or has a total of five years’ experience in at least two of the following: (A) a senior position in the business management of a corporation with substantial business activities, (B) a senior public position or a senior position in the public service, or (C) a senior position in the company’s main fields of business.
A director with “professional qualifications” is a person who meets any of the following criteria: (i) has an academic degree in economics, business management, accounting, law, public administration; (ii) has a different academic degree or has completed higher education in an area relevant to the company’s business or which is relevant to his or her position; or (iii) has at least five years’ experience in any of the following, or has a total of five years’ experience in at least two of the following: (A) a senior position in the business management of a corporation with substantial business activities, (B) a senior public position or a senior position in the public service, or (C) a senior position in the company’s main fields of business. 45 Compensation .
Andorn held several positions at Israel’s Ministry of Finance Budget Department, Bank of Israel and IDF 8200 Intelligence Unit. Ms. Andorn holds a Bachelor of Economics and a Master in Business Administration from the Hebrew University of Jerusalem. 41 Yosi Shacham-Diamand has served on our Board of Directors since October 3, 2018. Since 2001, Prof.
Andorn held several positions at Israel’s Ministry of Finance Budget Department, Bank of Israel and IDF 8200 Intelligence Unit. Ms. Andorn holds a Bachelor of Economics and a Master in Business Administration from the Hebrew University of Jerusalem. 38 Yosi Shacham-Diamand has served on our Board of Directors since October 3, 2018. Since 2001, Prof.
Individual Compensation of Covered Office Holders The table below presents the compensation granted to our five most highly compensated Office Holders (as such term is defined in the Companies Law; see Item 6.C - “Board Practices – External Directors – Qualification ” below) during or with respect to the year ended December 31, 2024.
Individual Compensation of Covered Office Holders The table below presents the compensation granted to our five most highly compensated Office Holders (as such term is defined in the Companies Law; see Item 6.C - “Board Practices – External Directors – Qualification ” below) during or with respect to the year ended December 31, 2025.
A. Major Shareholders – Beneficial Ownership” below. (4) Mr. Huang does not directly own any of our ordinary shares. Based on information we received from Chroma, Mr. Huang is considered a controlling person with regard to Chroma, accordingly Mr. Huang may be deemed to beneficially own the 7,817,440 shares of the Company held by Chroma. Mr.
Major Shareholders – Beneficial Ownership” below. ( 5 ) Mr. Huang does not directly own any of our ordinary shares. Based on information we received from Chroma, Mr. Huang is considered a controlling person with regard to Chroma, accordingly Mr. Huang may be deemed to beneficially own the 7,817,440 shares of the Company held by Chroma. Mr.
All directors were appointed following the recommendation by the Company’s Nomination Committee, and each of our directors (other than the external directors) is serving an approximately one-year term, which is due to expire at our 2025 annual general meeting of shareholders (the “ 2025 AGM ”).
All directors were appointed following the recommendation by the Company’s Nomination Committee, and each of our directors (other than the external directors) is serving an approximately one-year term, which is due to expire at our 2026 annual general meeting of shareholders (the “ 2026 AGM ”).
Ben-Arie holds an MBA from Tel Aviv University, and a B.Sc. in Electrical Engineering from the Technion - Israel Institute of Technology. 40 Orit Stav has served on our Board of Directors since September 24, 2020. Ms.
Ben-Arie holds an MBA from Tel Aviv University, and a B.Sc. in Electrical Engineering from the Technion - Israel Institute of Technology. 37 Orit Stav has served on our Board of Directors since September 24, 2020. Ms.
(4) Represents the equity-based compensation expenses recorded in the Company’s consolidated financial statements for the year ended December 31, 2024, for each Covered Office Holder, based on the options’ fair value on the grant date, calculated in accordance with accounting guidance for equity-based compensation.
(4) Represents the equity-based compensation expenses recorded in the Company’s consolidated financial statements for the year ended December 31, 2025, for each Covered Office Holder, based on the options’ fair value on the grant date, calculated in accordance with accounting guidance for equity-based compensation.
Currently, the relief provided in the Alleviation Regulations does not apply to us. 46 Qualification.
Currently, the relief provided in the Alleviation Regulations does not apply to us. Qualification.
Office Holder’s Indemnification Our Articles provide that, subject to the provisions of the Companies Law and the Israeli Securities Law, we may indemnify any of our Office Holders in respect of an obligation or expense specified below, imposed on or incurred by the Office Holder in respect of an act performed in his capacity as an Office Holder, as follows: • a financial liability imposed on him or her in favor of another person by any judgment, including a settlement or an arbitration award approved by a court; • reasonable litigation expenses, including attorney’s fees, incurred by the Office Holder as a result of an investigation or proceeding instituted against him by a competent authority which concluded without the filing of an indictment against him and without the imposition of any financial liability in lieu of criminal proceedings, or which concluded without the filing of an indictment against him but with the imposition of a financial liability in lieu of criminal proceedings concerning a criminal offense that does not require proof of criminal intent or in connection with a financial sanction (the phrases “proceeding concluded without the filing of an indictment” and “financial liability in lieu of criminal proceeding” shall have the meaning ascribed to such phrases in section 260(a)(1a) of the Companies Law); 57 • reasonable litigation expenses, including attorneys’ fees, expended by an Office Holder or charged to the Office Holder by a court, in a proceeding instituted against the Office Holder by the Company or on its behalf or by another person, or in a criminal charge from which the Office Holder was acquitted, or in a criminal proceeding in which the Office Holder was convicted of an offense that does not require proof of criminal intent; and • expenses, including reasonable litigation expenses and legal fees, incurred by an Office Holder in relation to an administrative proceeding instituted against such Office Holder, or payment required to be made to an injured party, pursuant to certain provisions of the Israeli Securities Law.
Without derogating from the aforementioned, subject to the provisions of the Companies Law and the Israeli Securities Law, we may also enter into a contract to insure an Office Holder for expenses, including reasonable litigation expenses and legal fees, incurred by him or her in relation to an administrative proceeding instituted against such Office Holder or payment required to be made to an injured party pursuant to certain provisions of the Israeli Securities Law. 54 Office Holder’s Indemnification Our Articles provide that, subject to the provisions of the Companies Law and the Israeli Securities Law, we may indemnify any of our Office Holders in respect of an obligation or expense specified below, imposed on or incurred by the Office Holder in respect of an act performed in his capacity as an Office Holder, as follows: • a financial liability imposed on him or her in favor of another person by any judgment, including a settlement or an arbitration award approved by a court; • reasonable litigation expenses, including attorney’s fees, incurred by the Office Holder as a result of an investigation or proceeding instituted against him by a competent authority which concluded without the filing of an indictment against him and without the imposition of any financial liability in lieu of criminal proceedings, or which concluded without the filing of an indictment against him but with the imposition of a financial liability in lieu of criminal proceedings concerning a criminal offense that does not require proof of criminal intent or in connection with a financial sanction (the phrases “proceeding concluded without the filing of an indictment” and “financial liability in lieu of criminal proceeding” shall have the meaning ascribed to such phrases in section 260(a)(1a) of the Companies Law); • reasonable litigation expenses, including attorneys’ fees, expended by an Office Holder or charged to the Office Holder by a court, in a proceeding instituted against the Office Holder by the Company or on its behalf or by another person, or in a criminal charge from which the Office Holder was acquitted, or in a criminal proceeding in which the Office Holder was convicted of an offense that does not require proof of criminal intent; and • expenses, including reasonable litigation expenses and legal fees, incurred by an Office Holder in relation to an administrative proceeding instituted against such Office Holder, or payment required to be made to an injured party, pursuant to certain provisions of the Israeli Securities Law.
General Board Practices Our Articles provide that our Board of Directors shall consist of not less than five and not more than ten directors, including the external directors. Currently, our board consists of eight members.
General Board Practices Our Articles provide that our Board of Directors shall consist of not less than five and not more than ten directors, including the external directors. Currently, our Board consists of nine members.
In addition, the Alleviation Regulations provide that “independent directors” may be elected for additional terms that do not exceed three years each, beyond the nine consecutive years permitted under the Companies Law, provided that, if the director is being re-elected for an additional term or terms beyond the nine consecutive years, the company’s audit committee, followed by the board of directors, have approved that considering the expertise and special contribution of the director to the work of the board of directors and its committees, the appointment for an additional term of service is beneficial to the company.
In addition, the Alleviation Regulations provide that “independent directors” may be elected for additional terms that do not exceed three years each, beyond the nine consecutive years permitted under the Companies Law, provided that, if the director is being re-elected for an additional term or terms beyond the nine consecutive years, the company’s audit committee, followed by the board of directors, have approved that considering the expertise and special contribution of the director to the work of the board of directors and its committees, the appointment for an additional term of service is beneficial to the company. 43 Seven of our nine members of the Board - Mses.
Annual Cash Bonus On Target Cash Plan : Under the Compensation Policy, Executives’ On Target Cash Plan shall be calculated based on each Executive’s annual Base Salary, so that the On Target Cash Plan of Executives other than the CEO shall be capped at 75% of such Executives’ annual Base Salary, and the CEO’s On Target Cash Plan shall be capped at 100% of his or her annual Base Salary.
Annual Cash Bonus On Target Cash Plan : Under the Compensation Policy, Executives’ On Target Cash Plan shall be calculated based on each Executive’s annual Base Salary, so that the On Target Cash Plan of Executives other than the CEO and the Executive Chairman of the Board shall be capped at 75% of such Executives’ annual Base Salary, and the CEO’s and the Executive Chairman of the Board On Target Cash Plan shall be capped at 100% of his or her annual Base Salary.
Rafi Amit has served as our Chief Executive Officer since January 2014, and previously as our Chairman of the Board of Directors from the 2019 AGM until December 31, 2022. Between 2010 and March 2017, Mr. Amit also served as our Active Chairman of the Board of Directors. Previously, Mr.
Rafi Amit , a founder of Camtek, has served as our Chief Executive Officer since January 2014, and previously as our Chairman of the Board of Directors from the 2019 AGM until December 31, 2022. Between 2010 and March 2017, Mr. Amit also served as our Active Chairman of the Board of Directors. Previously, Mr.
Seven of our eight members of the Board - Mses. Yael Andorn and Orit Stav and Messrs. Yotam Stern, I -Shih Tseng, Leo Huang, Yosi Shacham-Diamand and Moty Ben Arie - qualify as independent directors under the Nasdaq Rules. Four of our eight members of the Board - Mses. Yael Andorn and Orit Stav and Messrs.
Yael Andorn and Orit Stav and Messrs. Yotam Stern, I -Shih Tseng, Leo Huang, Yosi Shacham-Diamand and Moty Ben Arie - qualify as independent directors under the Nasdaq Rules. Four of our nine members of the Board - Mses. Yael Andorn and Orit Stav and Messrs.
From 2006 until 2011, Mr. Ben-Arie also served as a managing partner of Vertex Ventures, where he focused on investments in Israeli-related hi-tech companies and evaluation of companies in the field of telecommunication, IT, test equipment, medical equipment and multidisciplinary systems. During these years, Mr.
Ben-Arie also served as a managing partner of Vertex Ventures, where he focused on investments in Israeli-related hi-tech companies and evaluation of companies in the field of telecommunication, IT, test equipment, medical equipment and multidisciplinary systems. During these years, Mr.
Yosi Shacham-Diamand, all of whom are independent directors in accordance with Nasdaq Rules and meet the independence criteria set forth in the Companies Law. Ms. Andorn is the Chairperson of our Audit Committee and qualifies as its audit committee financial expert. 50 Compensation Committee Nasdaq Requirements.
Yosi Shacham-Diamand and Moty Ben-Arie, all of whom are independent directors in accordance with Nasdaq Rules and meet the independence criteria set forth in the Companies Law. Ms. Andorn is the Chairperson of our Audit Committee and qualifies as its audit committee financial expert. Compensation Committee Nasdaq Requirements.
At the 2023 AGM, following the approvals of the Compensation Committee and the Board of Directors held on October 12, 2023, we have approved the grant of the indemnification and exemption letter to each of Messrs. Amit, Stern and Huang for an additional period of three (3) years, commencing as of, with respect to Messrs.
At the 2023 AGM, following the approvals of the Compensation Committee and the Board of Directors held on October 12, 2023, we have approved the grant of the indemnification and exemption letter to each of Messrs. Amit, Stern and Huang for an additional period of three (3) years.
The duties and responsibilities of our audit committee under the Companies Law include (1) identification of irregularities and deficiencies in the management of our business, in consultation with the internal auditor and our independent auditors, and suggesting appropriate courses of action to amend such irregularities; (2) reviewing and approval of certain transactions and actions of the Company, including the approval of related party transactions, that require approval by the audit committee under the Companies Law; defining whether certain acts and transactions that involve conflicts of interest are material or not and whether transactions that involve conflict of interests are material or not and whether transactions that involve interested parties are extraordinary or not, and to approve such transactions; (3) determining with respect to transactions with controlling shareholders, even if such are not extraordinary transactions, a duty to conduct a competitive process, under the supervision of the committee or under the supervision of whomever designated by the committee and according to standards determined by the committee, or determining other proceedings, prior to entering into such transactions, all in accordance with the type of transaction; (4) determining the method of approval of transactions which are not insignificant, including the types of transactions which shall require approval of the committee; (5) recommending the appointment of the internal auditor and its compensation to the board of directors; (6) examining the performance of our internal auditor and whether he is provided with the required resources and tools necessary for him to fulfill his role, considering, among others, the Company’s size and special needs; and (7) setting procedures for handling complaints made by Company’s employees in connection with management deficiencies and the protection to be provided to such employees.
The duties and responsibilities of our audit committee under the Companies Law include (1) identification of irregularities and deficiencies in the management of our business, in consultation with the internal auditor and our independent auditors, and suggesting appropriate courses of action to amend such irregularities; (2) reviewing and approval of certain transactions and actions of the Company, including the approval of related party transactions, that require approval by the audit committee under the Companies Law; defining whether certain acts and transactions that involve conflicts of interest are material or not and whether transactions that involve conflict of interests are material or not and whether transactions that involve interested parties are extraordinary or not, and to approve such transactions; (3) determining with respect to transactions with controlling shareholders, even if such are not extraordinary transactions, a duty to conduct a competitive process, under the supervision of the committee or under the supervision of whomever designated by the committee and according to standards determined by the committee, or determining other proceedings, prior to entering into such transactions, all in accordance with the type of transaction; (4) determining the method of approval of transactions which are not insignificant, including the types of transactions which shall require approval of the committee; (5) recommending the appointment of the internal auditor and its compensation to the board of directors; (6) examining the performance of our internal auditor and whether he is provided with the required resources and tools necessary for him to fulfill his role, considering, among others, the Company’s size and special needs; and (7) setting procedures for handling complaints made by Company’s employees in connection with management deficiencies and the protection to be provided to such employees. 47 Non-Permitted Members shall not attend audit committee’s meetings or take part in its decisions, unless the chairman of the audit committee has determined that such person is required for the presentation of a certain matter.
In addition, there are no family relationships among any of the individuals listed in this Section A (Directors and Senior Management). B. Compensation Aggregate Executive Compensation The aggregate remuneration paid by us for the year ended December 31, 2024, to all persons listed in Section A (Directors and Senior Management) above, was approximately $4.9 million.
In addition, there are no family relationships among any of the individuals listed in this Section A (Directors and Senior Management). 39 B. Compensation Aggregate Executive Compensation The aggregate remuneration paid by us for the year ended December 31, 2025, to all persons listed in Section A (Directors and Senior Management) above, was approximately 6.4 million.
Ben-Arie also served as our Chairman of the Board of Directors. Mr. Ben-Arie is the co-founder and serves as the Chairman of the board of directors of Invisicare Ltd. Mr. Ben-Arie has served as a consultant to entrepreneurs and investors since 2014. Previously, Mr. Ben-Arie served as the CEO of Sital Technology from 2012 until 2014.
Ben-Arie is the co-founder and served as the Chairman of the board of directors of Invisicare Ltd. Mr. Ben-Arie has served as a consultant to entrepreneurs and investors since 2014. Previously, Mr. Ben-Arie served as the CEO of Sital Technology from 2012 until 2014. From 2006 until 2011, Mr.
On Target Bonus Cap: Under the Compensation Policy, the actual Cash Plan payment to all Executives (including the CEO) shall be capped at 200% of the Executive’s On Target Cash Plan.
On Target Bonus Cap: Under the Compensation Policy, the actual Cash Plan payment to all Executives (including the CEO and the Executive Chairman of the Board) shall be capped at 200% of the Executive’s On Target Cash Plan.
Duties of Shareholders Under the Companies Law, a shareholder has a duty to act in good faith toward the company and other shareholders and to refrain from abusing his or her power in the company, including, among other things, by voting in a general meeting of shareholders with respect to the following matters: (a) any amendment to the articles of association; (b) an increase of the company’s authorized share capital; (c) a merger; or (d) approval of interested party transactions which require shareholders’ approval.
If a majority of the board of directors has a personal interest, then shareholders’ approval is also required. 53 Duties of Shareholders Under the Companies Law, a shareholder has a duty to act in good faith toward the company and other shareholders and to refrain from abusing his or her power in the company, including, among other things, by voting in a general meeting of shareholders with respect to the following matters: (a) any amendment to the articles of association; (b) an increase of the company’s authorized share capital; (c) a merger; or (d) approval of interested party transactions which require shareholders’ approval.
Currently no alternate directors serve on our board. 45 Election, Terms and Skills of Directors Directors, other than external directors, are elected by a resolution of the shareholders at the annual general meeting and serve until the conclusion of the next annual general meeting of the shareholders, unless earlier terminated in the event of such director’s death, resignation, bankruptcy, incapacity or removal by a resolution of the shareholders.
Election, Terms and Skills of Directors Directors, other than external directors, are elected by a resolution of the shareholders at the annual general meeting and serve until the conclusion of the next annual general meeting of the shareholders, unless earlier terminated in the event of such director’s death, resignation, bankruptcy, incapacity or removal by a resolution of the shareholders.
This sum includes $0.1 million paid to provide pension, retirement or similar benefits, amounts expended by us for automobiles made available to all our executive officers, and other fringe benefits commonly reimbursed or paid by companies in Israel. 42 We have a performance-based bonus plan which includes our executive officers.
This sum includes 0.2 million paid to provide pension, retirement or similar benefits, amounts expended by us for automobiles made available to all our executive officers, and other fringe benefits commonly reimbursed or paid by companies in Israel. We have a performance-based bonus plan which includes our executive officers. The plan is based on our overall performance, and individual performance.
External directors are elected by a majority vote at a shareholders’ general meeting, provided that either: • a majority of the shares voted at the meeting, which are not held by controlling shareholders or shareholders with personal interest in approving the appointment (excluding personal interest not resulting from contacts with the controlling shareholder), not taking into account any abstentions, vote in favor of the election; or • a vote in which the total number of shares voting against the election of the external director, does not exceed two percent of the aggregate voting rights in the company.
External directors are elected by a majority vote at a shareholders’ general meeting, provided that either: • a majority of the shares voted at the meeting, which are not held by controlling shareholders or shareholders with personal interest in approving the appointment (excluding personal interest not resulting from contacts with the controlling shareholder), not taking into account any abstentions, vote in favor of the election; or • a vote in which the total number of shares voting against the election of the external director, does not exceed two percent of the aggregate voting rights in the company. 44 In a company in which, at the date of appointment of an external director, all the directors are of the same gender, the external director to be appointed shall be of the other gender.
As of December 31, 2024, 799,905 Awards were outstanding under the 2018 Plan. Administration of the 2018 Plan. Our 2018 Plan is administered by our Board. Under the 2018 Plan, Awards may be granted to our officers, directors, employees or consultants and those of our subsidiaries.
As of December 31, 2025, 671,306 Awards were outstanding under the 2018 Plan. Administration of the 2018 Plan. Our 2018 Plan is administered by our Board. Under the 2018 Plan, Awards may be granted to our officers, directors, employees or consultants and those of our subsidiaries.
Directors and Senior Management The following table lists the name, age and position of each of our current directors and senior management: Name Age Title Rafi Amit 76 Director and Chief Executive Officer Moty Ben-Arie 70 Director, Chairman of the Board of Directors Orit Stav 54 Director Yotam Stern 72 Director Leo Huang 71 Director I-Shih Tseng 63 Director Yael Andorn 54 Director* Yosi Shacham-Diamand 71 Director* Moshe Eisenberg 58 Chief Financial Officer Ramy Langer 71 Chief Operating Officer Orit Geva Dvash 53 Vice President - Human Resources * Ms.
Directors and Senior Management The following table lists the name, age and position of each of our current directors and senior management: Name Age Title Rafi Amit 77 Director and Chief Executive Officer Lior Aviram 63 Director, Executive Chairman of the Board of Directors Moty Ben-Arie 71 Director, Lead Independent Director Orit Stav 55 Director Yotam Stern 73 Director Leo Huang 72 Director I-Shih Tseng 64 Director Yael Andorn 55 Director* Yosi Shacham-Diamand 72 Director* Moshe Eisenberg 59 Chief Financial Officer Ramy Langer 72 Chief Operating Officer Orit Geva Dvash 54 Vice President - Human Resources * Ms.
The plan is based on our overall performance, and individual performance. Up to 50% of the performance objectives of our executive officers may be qualitative, provided that with respect to our Chief Executive Officer such portion shall not exceed three monthly base salaries.
Up to 50% of the performance objectives of our executive officers may be qualitative, provided that with respect to our Chief Executive Officer and the Executive Chairman such portion shall not exceed three monthly base salaries.
Rafi Amit and Yotam Stern, as well as Chroma’s representatives on our Board, do not receive compensation for their service as our directors. See Item 6.C “ Board Practices - Remuneration of Directors ” below.
Priortech’s and Chroma’s representatives on our Board do not receive compensation for their service as our directors. See Item 6.C “ Board Practices - Remuneration of Directors ” below.
Compensation committee approval is required and thereafter, in most cases, the approval of the board of directors and in certain cases – the additional approval of the shareholders, in order to approve the grant of an exemption from the responsibility for a breach of the duty of care towards the company, for the provision of insurance and for an undertaking to indemnify any Office Holder of the company; see below under “Insurance, Indemnification and Exemption ”. 55 Duties of Office Holders and Shareholders Duties of Office Holders Fiduciary Duties The Companies Law imposes a duty of care and a duty of loyalty on all Office Holders of a company, including directors and officers.
Compensation committee approval is required and thereafter, in most cases, the approval of the board of directors and in certain cases – the additional approval of the shareholders, in order to approve the grant of an exemption from the responsibility for a breach of the duty of care towards the company, for the provision of insurance and for an undertaking to indemnify any Office Holder of the company; see below under “Insurance, Indemnification and Exemption ”.
Consistent with the requirements of the Nasdaq Rules, our Nomination Committee is responsible for: (i) identifying potential new candidates for service on the Company’s Board of Directors, taking into account, inter alia , the candidate’s applicable experience, expertise and/or familiarity with the Company’s field of business, as well as the candidate’s ethical character, independent judgment and industry reputation; (ii) conducting appropriate inquiries into the backgrounds and qualifications of potential candidates for service as directors; (iii) reviewing and resolving whether or not to approve arrangements with respect to such candidates; and (iv) recommending to the Board nominees for election (including re-election) to the Company’s Board of Directors. 51 Approval of Office Holders Terms of Employment The terms of office and employment of Office Holders (other than directors and the chief executive officer) require the approval of the compensation committee and the board of directors, provided such terms are in accordance with the company’s compensation policy.
Consistent with the requirements of the Nasdaq Rules, our Nomination Committee is responsible for: (i) identifying potential new candidates for service on the Company’s Board of Directors, taking into account, inter alia , the candidate’s applicable experience, expertise and/or familiarity with the Company’s field of business, as well as the candidate’s ethical character, independent judgment and industry reputation; (ii) conducting appropriate inquiries into the backgrounds and qualifications of potential candidates for service as directors; (iii) reviewing and resolving whether or not to approve arrangements with respect to such candidates; and (iv) recommending to the Board nominees for election (including re-election) to the Company’s Board of Directors.
Limitations on Insurance and Indemnification The Companies Law provides that a company may not insure, exempt or indemnify an Office Holder for any breach of his or her liability arising from any of the following: • a breach by the Office Holder of his or her duty of loyalty, except that the company may enter into an insurance contract or indemnify an Office Holder if the Office Holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; • a breach by the Office Holder of his or her duty of care if such breach was intentional or reckless, but unless such breach was solely negligent; • any act or omission done with the intent to derive an illegal personal benefit; or • any fine, civil fine, financial sanction or monetary settlement in lieu of criminal proceedings imposed on such Office Holder.
Limitations on Insurance and Indemnification The Companies Law provides that a company may not insure, exempt or indemnify an Office Holder for any breach of his or her liability arising from any of the following: • a breach by the Office Holder of his or her duty of loyalty, except that the company may enter into an insurance contract or indemnify an Office Holder if the Office Holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; • a breach by the Office Holder of his or her duty of care if such breach was intentional or reckless, but unless such breach was solely negligent; • any act or omission done with the intent to derive an illegal personal benefit; or • any fine, civil fine, financial sanction or monetary settlement in lieu of criminal proceedings imposed on such Office Holder. 55 Under the Companies Law, exemption and indemnification of, and procurement of insurance coverage for, our Office Holders, must be approved by our compensation committee and our board of directors and, with respect to the CEO and to an Office Holder who is a director also by our shareholders.
At the 2023 AGM, following the approvals of the Compensation Committee and Board of Directors, we amended Part II (Executive Compensation, Section 12 (Clawback Policy)) of the Compensation Policy, to provide that the Company has adopted a clawback policy as contemplated pursuant to the Clawback Listing Rules (the “ Clawback Policy ”), to recover any excess incentive-based compensation from current and former officers after an accounting restatement, effective as of October 2, 2023.
Clawback Policy At our 2023 annual general meeting of shareholders (the “ 2023 AGM ”), following the approvals of the Compensation Committee and Board of Directors, we amended Part II (Executive Compensation, Section 12 (Clawback Policy)) of the Compensation Policy, to provide that the Company has adopted a clawback policy as contemplated pursuant to Rule 10D-1 under the Exchange Act (the “ Clawback Policy ”), to recover any excess incentive-based compensation from current and former officers after an accounting restatement, effective as of October 2, 2023.
He holds a B.A. in Economics from Hebrew University of Jerusalem. Leo Huang has served on our Board of Directors as a representative of Chroma since June 3, 2019. Mr. Huang co-founded Chroma in 1984 and has been serving as chairman of the board of directors of Chroma since October 23, 1984. Mr.
Leo Huang has served on our Board of Directors as a representative of Chroma since June 3, 2019. Mr. Huang co-founded Chroma in 1984 and has been serving as chairman of the board of directors of Chroma since October 23, 1984. Mr.
Approval of Certain Transactions with Related Parties The Companies Law requires the approval of the audit committee or the compensation committee, thereafter the approval of the board of directors and in certain cases — the approval of the shareholders, in order to effect specified actions and extraordinary transactions, such as the following: • transactions with Office Holders and third parties - where an Office Holder has a personal interest in the transaction; • employment terms of Office Holders; and • extraordinary transactions with controlling parties or with a third party where a controlling party has a personal interest in the transaction; or any transaction with the controlling shareholder or his relative regarding terms of service (provided directly or indirectly, including through a company controlled by the controlling shareholder) and terms of employment (for a controlling shareholder who is not an Office Holder).
Additional Provisions The Compensation Policy includes additional provisions, including with respect to the following: separation package; relocation compensation; special circumstances cash incentive; indemnification and exemption; and deviation from policy caps. 51 Approval of Certain Transactions with Related Parties The Companies Law requires the approval of the audit committee or the compensation committee, thereafter the approval of the board of directors and in certain cases — the approval of the shareholders, in order to effect specified actions and extraordinary transactions, such as the following: • transactions with Office Holders and third parties - where an Office Holder has a personal interest in the transaction; • employment terms of Office Holders; and • extraordinary transactions with controlling parties or with a third party where a controlling party has a personal interest in the transaction; or any transaction with the controlling shareholder or his relative regarding terms of service (provided directly or indirectly, including through a company controlled by the controlling shareholder) and terms of employment (for a controlling shareholder who is not an Office Holder).
At the 2024 AGM, each of Messrs. Rafi Amit, Yotam Stern, Moty Ben-Arie, Leo Huang, I-Shih Tseng and Orit Stav were re-appointed for service as our directors.
Rafi Amit, Yotam Stern, Moty Ben-Arie, Leo Huang, I-Shih Tseng and Orit Stav were re-appointed for service as our directors.
Amit, Stern, Huang and Tseng) a fixed annual fee, a fixed participation fee and reimbursement of expenses in the following amounts: NIS 145,770 (approximately $40,379)) (based on the NIS/USD exchange ratio as published by the Bank of Israel on March 5, 2025 (the “ Exchange Ratio ”) as annual fee, NIS 4,380 (approximately $1,213 based on the Exchange Ratio) as in-person participation fee, NIS 2,628 (approximately $728 based on the Exchange Ratio) for conference call participation and NIS 2,190(approximately $607 based on the Exchange Ratio ) for each written resolutions.
Amit, Aviram, Stern, Huang and Tseng) a fixed annual fee, a fixed participation fee and reimbursement of expenses in the following amounts: NIS 145,770 (approximately $47,426)) (based on the NIS/USD exchange ratio as published by the Bank of Israel on March 2, 2026 (the “ Exchange Ratio ”) as annual fee, NIS 4,380 (approximately $1,425 based on the Exchange Ratio) as in-person participation fee, NIS 2,628 (approximately $855 based on the Exchange Ratio) for conference call participation and NIS 2,190 (approximately $712 based on the Exchange Ratio ) for each written resolutions.
Employees Employees The following table sets forth the number of our employees engaged in the specified activities at the end of each of the years 2024, 2023 and 2022: As of December 31, 2024 2023 2022 Executive management 4 4 4 Research and development 174 151 119 Sales support 191 156 121 Sales and marketing 92 91 54 Administration 67 57 50 Operations 128 106 98 Total 656 565 446 59 The following table sets forth the number of our employees located in the following geographic regions at the end of each of the years 2024, 2023 and 2022: As of December 31, 2024 2023 2022 Israel 331 287 280 Abroad 325 278 166 Total 656 565 446 With respect to our Israeli employees, no collective bargaining agreements apply to our employees.
Employees Employees The following table sets forth the number of our employees engaged in the specified activities at the end of each of the years 2025, 2024 and 2023: As of December 31, 2025 2024 2023 Executive management 5 4 4 Research and development 193 174 151 Sales support 216 191 156 Sales and marketing 99 92 91 Administration 69 67 57 Operations 127 128 106 Total 709 656 565 The following table sets forth the number of our employees located in the following geographic regions at the end of each of the years 2025, 2024 and 2023: As of December 31, 2025 2024 2023 Israel 348 331 287 Abroad 361 325 278 Total 709 656 565 With respect to our Israeli employees, no collective bargaining agreements apply to our employees.
A “relative” is defined in the Companies Law as spouse, sibling, parent, grandparent, descendant, spouse’s descendant, sibling or parent and the spouse of any of the foregoing. 54 Such extraordinary transactions with controlling shareholders require the approval of the audit committee, or the compensation committee, the board of directors and the majority of the voting power of the shareholders present and voting at the general meeting of the company (not including abstentions), provided that either: • the majority of the shares of shareholders who have no personal interest in the transaction and who are present and voting, vote in favor; or • shareholders who have no personal interest in the transaction who vote against the transaction do not represent more than two percent of the aggregate voting rights in the company.
Such extraordinary transactions with controlling shareholders require the approval of the audit committee, or the compensation committee, the board of directors and the majority of the voting power of the shareholders present and voting at the general meeting of the company (not including abstentions), provided that either: • the majority of the shares of shareholders who have no personal interest in the transaction and who are present and voting, vote in favor; or • shareholders who have no personal interest in the transaction who vote against the transaction do not represent more than two percent of the aggregate voting rights in the company.
Huang disclaims beneficial ownership of such shares. See Item 7. Major Shareholders and Related Party Transactions. A. Major Shareholders – Beneficial Ownership” below. (5) Includes (i) 1,476 ordinary shares; and (ii) fully vested options to purchase 4,056 ordinary shares, at an exercise price of $22.63-63.51 per share, which expire by December 2030.
Huang disclaims beneficial ownership of such shares. See Item 7. Major Shareholders and Related Party Transactions. A. Major Shareholders – Beneficial Ownership” below. ( 6 ) Includes (i) 1,437 ordinary shares; and (ii) fully vested options to purchase 5,188 ordinary shares, at an exercise price of $22.63-81.28 per share, which expire by September 2031.
They are not, however, deemed to be outstanding and beneficially owned for the purpose of computing the percentage ownership of any other shareholder. The percentage of beneficial ownership is based upon 45,594,474 ordinary shares outstanding as of March 4, 2025.
They are not, however, deemed to be outstanding and beneficially owned for the purpose of computing the percentage ownership of any other shareholder. The percentage of beneficial ownership is based upon 46,548,607ordinary shares outstanding as of March 5, 2026.
This policy was approved by our Compensation Committee on May 7, 2024, and is effective until October 31, 2025. 58 Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
An alternate director has all of the rights and obligations of a director, excluding the right to appoint an alternate for himself.
An alternate director has all of the rights and obligations of a director, excluding the right to appoint an alternate for himself. Currently no alternate directors serve on our Board.
Does not include (i) options to purchase 1,132 ordinary shares which fully vest at the 2025 AGM, at an exercise price of $81.28 per share, which expire in September , 2031; and (ii) 461 RSUs that do not vest within 60 days of the date of the table.
Does not include (i) options to purchase 1,095 ordinary shares which fully vest at the 2026 AGM, at an exercise price of $59.76 per share, which expire in April, 2032; and (ii) 628 RSUs that do not vest within 60 days of the date of the table.
Does not include (i) options to purchase 1,132 ordinary shares which fully vest at the 2025 AGM, at an exercise price of $81.28 per share, which expire in September, 2031; and (ii) 461 RSUs that do not vest within 60 days of the date of the table.
Does not include (i) options to purchase 1,095 ordinary shares which fully vest at the 2026 AGM, at an exercise price of $59.76 per share, which expire in April, 2032; and (ii) 628 RSUs that do not vest within 60 days of the date of the table.
A “controlling shareholder” is defined in the Israeli Securities Law and in the provisions governing related party transactions under the Companies Law as a person with the ability to direct the actions of a company but excluding a person whose power derives solely from his or her position as a director of the company or any other position with the company, and with respect to approval of transactions with related parties also as a person who holds 25% or more of the voting power in a public company, if no other shareholder owns more than 50% of the voting power in the company, and provided that two or more persons holding voting rights in the company, who each have a personal interest in the approval of the same transaction, shall be deemed to be one holder for the evaluation of their holdings with respect to approval of transactions with related parties.
Pursuant to the 10th Amendment to the Alleviation Regulations, which became effective in March 2024, we are permitted to adhere to the pertinent U.S. securities laws and Nasdaq Regulations that apply to U.S. domestic issuers in relation to such private offerings, insofar as they encompass rules and guidelines pertaining to private offerings. 52 A “controlling shareholder” is defined in the Israeli Securities Law and in the provisions governing related party transactions under the Companies Law as a person with the ability to direct the actions of a company but excluding a person whose power derives solely from his or her position as a director of the company or any other position with the company, and with respect to approval of transactions with related parties also as a person who holds 25% or more of the voting power in a public company, if no other shareholder owns more than 50% of the voting power in the company, and provided that two or more persons holding voting rights in the company, who each have a personal interest in the approval of the same transaction, shall be deemed to be one holder for the evaluation of their holdings with respect to approval of transactions with related parties.
Name Total Beneficial Ownership Percentage Rafi Amit (1) 37,560 * Moty Ben- Arie (2) 5,532 * Orit Stav (5) 5,532 * Yotam Stern (3) - * Leo Huang (4) - * I-Shih Tseng - * Yael Andorn (5) 5,532 * Yosi Shacham-Diamand (6) 10,873 * Moshe Eisenberg (7) 15,026 * Ramy Langer (8) 18,898 * Orit Geva Dvash (9) 7,815 * *Beneficially owns less than 1% 60 (1) Includes (i) 26,961 ordinary shares; and (ii) 10,599 RSUs that vest within 60 days of the date of the table.
Name Total Beneficial Ownership Percentage Rafi Amit (1) 34,128 * Lior Aviram (2) - * Moty Ben- Arie ( 3 ) 3,398 * Orit Stav ( 6 ) 7,125 * Yotam Stern ( 4 ) - * Leo Huang ( 5 ) - * I-Shih Tseng - * Yael Andorn ( 6 ) 7,125 * Yosi Shacham-Diamand ( 7 ) 12,466 * Moshe Eisenberg ( 8 ) 7,932 * Ramy Langer ( 9 ) 7,921 * Orit Geva Dvash ( 10 ) 4,565 * *Beneficially owns less than 1% *Beneficially owns less than 1% (1) Includes (i) 25,282 ordinary shares; and (ii) 8,546 RSUs that vest within 60 days of the date of the table.
Thereafter, in accordance with regulations promulgated under the Companies Law, an external director may be appointed for additional terms of service of not more than three years each provided that: (a) a company’s audit committee, followed by the board of directors, have approved that considering the expertise and special contribution of the external director to the work of the board of directors and its committees, the appointment for an additional term of service is beneficial to the company; (b) the appointment for an additional term of service is approved in accordance with the requirements of the Companies Law; and (c) the prior periods of service of such external director, as well as the reasoning of the audit committee and board of directors for the approval of the extension of the term of service, were presented to the shareholders prior to their approval. 47 Re-election of an external director may be effected through one of the following mechanisms: 1. a shareholder holding one percent or more of a company’s voting rights proposed the re-election of the nominee; 2. the board of directors proposed the re-election of the nominee and the election was approved by the shareholders by the majority required to appoint external directors for their initial term; or 3. the external director who is up for renewal has proposed himself or herself for re-election.
Thereafter, in accordance with regulations promulgated under the Companies Law, an external director may be appointed for additional terms of service of not more than three years each provided that: (a) a company’s audit committee, followed by the board of directors, have approved that considering the expertise and special contribution of the external director to the work of the board of directors and its committees, the appointment for an additional term of service is beneficial to the company; (b) the appointment for an additional term of service is approved in accordance with the requirements of the Companies Law; and (c) the prior periods of service of such external director, as well as the reasoning of the audit committee and board of directors for the approval of the extension of the term of service, were presented to the shareholders prior to their approval.
Notwithstanding the above, in certain circumstances shareholder approval may be waived (see below) and, under different circumstances, the compensation committee and the board of directors may approve an arrangement that deviates from the compensation policy, provided that such arrangement is approved by a special majority of the company’s shareholders, including (i) at least a majority of the shareholders, present and voting (abstentions are disregarded), who are not controlling shareholders and who do not have a personal interest in the matter, or (ii) the non-controlling shareholders and shareholders who do not have a personal interest in the matter who were present and voted against the matter hold two percent or less of the voting power of the Company. 48 According to the Remuneration Regulations, external directors are generally entitled to an annual fee, a participation fee for each meeting of the board of directors or any committee of the board on which he or she serves as a member, and reimbursement of travel expenses for participation in a meeting which is held outside of the external director’s place of residence.
Notwithstanding the above, in certain circumstances shareholder approval may be waived (see below) and, under different circumstances, the compensation committee and the board of directors may approve an arrangement that deviates from the compensation policy, provided that such arrangement is approved by a special majority of the company’s shareholders, including (i) at least a majority of the shareholders, present and voting (abstentions are disregarded), who are not controlling shareholders and who do not have a personal interest in the matter, or (ii) the non-controlling shareholders and shareholders who do not have a personal interest in the matter who were present and voted against the matter hold two percent or less of the voting power of the Company.
Change of Control Bonus The Compensation Policy provides for a “change of control” cash payment of up to six monthly Base Salaries, and further provides that in the event of a change of control that creates a significant value to the Company’s shareholders, by presenting a premium of at least 40% over the average of the closing prices per share of the Company’s ordinary shares as quoted on the Nasdaq Global Market for the 20 trading days ending one day prior to the execution of the term sheet (or similar instrument) for such change of control event, the Compensation Committee and Board may approve an increased “change in control” cash payment, of up to 12 monthly Base Salaries.
Change of Control Bonus The Compensation Policy provides for a “change of control” cash payment of up to six monthly Base Salaries, and further provides that in the event of a change of control that creates a significant value to the Company’s shareholders, by presenting a premium of at least 40% over the average of the closing prices per share of the Company’s ordinary shares as quoted on the Nasdaq Global Market for the 20 trading days ending one day prior to the execution of the term sheet (or similar instrument) for such change of control event, the Compensation Committee and Board may approve an increased “change in control” cash payment, of up to 12 monthly Base Salaries. 50 Equity Based Compensation Under the Compensation Policy, the total yearly Equity Value granted to an Executive shall not exceed (i) with respect to the CEO and the Executive Chairman of the Board - 400% of his annual Base Salary; and (ii) with respect to all other Executives, 300% of such Executive’s annual Base Salary, provided that at least 50% of the equity based components granted to each Executive (including the CEO) shall be subject to performance-based vesting.
(6) Includes (i) 5,391 ordinary shares; and (ii) fully vested options to purchase 5,482 ordinary shares, at an exercise price of $22.63-63.51 per share, which expire by December 2030 .
( 7 ) Includes (i) 5,852 ordinary shares; and (ii) fully vested options to purchase 6,614 ordinary shares, at an exercise price of $22.63-81.28 per share, which expire by September, 2031 .
Does not include 24,036 RSUs that do not vest within 60 days of the date of the table. (9) Includes (i) 4,925 ordinary shares; and (ii) 2,890 RSUs that vest within 60 days of the date of the table. Does not include 7,838 RSUs that do not vest within 60 days of the date of the table.
( 9 ) Includes (i) 3,085 ordinary shares; and (ii) 4,836 RSUs that vest within 60 days of the date of the table. Does not include 17,674 RSUs that do not vest within 60 days of the date of the table.
Tseng, who himself is not a controlling shareholder, but serves as our director pursuant to the Voting Agreement and therefore does not receive any compensation for such service), either currently serving or as shall be appointed from time to time (“ Non-Controlling Directors ”), will be entitled to a fixed annual equity award, comprised of an equal mix between options to purchase Shares at an exercise price equal to the average closing price per Share as quoted on the Nasdaq Stock Market during the 30 consecutive calendar days preceding the date of grant, and RSUs, bearing an annual value of $75,000 for our Non-Controlling Directors, and $100,000 for our Chairman (the “ Annual Equity Award ”). 49 Audit Committee SEC and Nasdaq Requirements .
Amit, Stern, Huang and Tseng do not receive any payment with respect to their service as our directors. 46 At the 2024 AGM, our shareholders approved an annual equity award mechanism for our directors, pursuant to which, each of our directors who are not classified as controlling shareholders, either currently serving or as shall be appointed from time to time (“ Eligible Directors ”), will be entitled to a fixed annual equity award, comprised of an equal mix between options to purchase Shares at an exercise price equal to the average closing price per Share as quoted on the Nasdaq Stock Market during the 30 consecutive calendar days preceding the date of grant, and RSUs, bearing an annual value of $75,000 for our Eligible Directors (the “ Annual Equity Award ”).
We have adopted and implemented an internal enforcement plan to reduce our exposure to potential breaches of the Companies Law and sections in the Israeli Securities Law, which are applicable to us. Our Articles and letters of indemnification permit, among others, insurance and/or indemnification as contemplated under the Israeli Securities Law (see “ Insurance, Indemnification and Exemption ” above). D.
We have adopted and implemented an internal enforcement plan to reduce our exposure to potential breaches of the Companies Law and sections in the Israeli Securities Law, which are applicable to us.
If the Compensation Policy is not approved by the shareholders, the compensation committee and the board of directors may nonetheless approve the policy, following further discussion of the matter and for detailed reasons. 52 We maintain a compensation policy for our office holders, which was most recently approved by our shareholders at the 2024 AGM (the “ Compensation Policy ”).
If the Compensation Policy is not approved by the shareholders, the compensation committee and the board of directors may nonetheless approve the policy, following further discussion of the matter and for detailed reasons.
Does not include (i) options to purchase 1,509 ordinary shares which fully vest at the 2025 AGM, at an exercise price of $81.28 per share, which expire in September 2031 and (ii) 615 RSUs that do not vest within 60 days of the date of the table. (3) Mr. Stern does not directly own any of our ordinary shares.
Does not include (i) options to purchase 1,095 ordinary shares which fully vest at the 2026 AGM, at an exercise price of $59.76 per share, which expire in April 2032 and (ii) 628 RSUs that do not vest within 60 days of the date of the table. 58 ( 4 ) Mr.
Beneficial ownership is determined in accordance with the rules of the SEC and generally means sole or shared power to vote or direct the voting or to dispose or direct the disposition of any ordinary shares.
To be updated by Camtek finance The following table sets forth certain information with respect to the beneficial ownership of our outstanding ordinary shares by our directors and senior management. 57 Beneficial ownership is determined in accordance with the rules of the SEC and generally means sole or shared power to vote or direct the voting or to dispose or direct the disposition of any ordinary shares.
Ben-Arie is expected to remain a non-executive member of our Board, subject to re-election at the 2025 AGM. In accordance with the Companies Law, our Board of Directors retains all the powers in managing our Company that are not specifically granted to the shareholders.
In accordance with the Companies Law, our Board of Directors retains all the powers in managing our Company that are not specifically granted to the shareholders.
(7) Includes (i) 10,300 ordinary shares; and (ii) 4,726 RSUs that vest within 60 days of the date of the table. Does not include 18,565 RSUs that do not vest within 60 days of the date of the table. (8) Includes (i) 12,739 ordinary shares; and (ii) 6,159 RSUs that vest within 60 days of the date of the table.
( 8 ) Includes (i) 4,038 ordinary shares; and (ii) 3,894 RSUs that vest within 60 days of the date of the table. Does not include 14,108 RSUs that do not vest within 60 days of the date of the table.
Such compensation policy should take into account, among other things, providing proper incentives to directors and officers, management of risks by the company, the officer’s contribution to achieving corporate objectives and increasing profits, and the function of the officer or director.
Such compensation policy should take into account, among other things, providing proper incentives to directors and officers, management of risks by the company, the officer’s contribution to achieving corporate objectives and increasing profits, and the function of the officer or director. 49 Our Compensation Policy is designed to balance between the importance of incentivizing Office Holders to reach personal targets and the need to assure that the overall compensation meets our Company’s long-term strategic performance and financial objectives.
Amit who dedicates 90% of his time to his role as our Chief Executive Officer and except for Ms. Yael Andorn who serves as an external director in the Company’s Board of Directors. (2) Salary cost includes the Covered Office Holder’s gross salary plus payment of social benefits made by the Company on behalf of such Covered Office Holder.
Aviram who dedicates the majority of his business time to his role as Executive Chairman of the Board of Directors. 40 (2) Salary cost includes the Covered Office Holder’s gross salary plus payment of social benefits made by the Company on behalf of such Covered Office Holder.
We consider our relationship with our employees to be good, and we have never experienced a labor dispute, strike or work stoppage. E. Share Ownership. The following table sets forth certain information with respect to the beneficial ownership of our outstanding ordinary shares by our directors and senior management.
We consider our relationship with our employees to be good, and we have never experienced a labor dispute, strike or work stoppage. E. Share Ownership.
The Board of Directors may pass a resolution when a quorum is present (in person or via telecommunication), and by a vote of at least a majority of the directors present when the resolution is put to vote.
For example, the Board may make decisions to borrow money for the Company, and may set aside reserves out of our profits, for whatever purposes it sees fit. 42 The Board of Directors may pass a resolution when a quorum is present (in person or via telecommunication), and by a vote of at least a majority of the directors present when the resolution is put to vote.
The Companies Law does not describe the substance of this duty but states that the remedies generally available upon a breach of contract will also apply in the event of a breach of the duty of fairness, taking into account such shareholder’s position. 56 Insurance, Indemnification and Exemption Pursuant to the Companies Law and the Israeli Securities Law, the Israeli Securities Authority is authorized to impose administrative sanctions, including monetary fines, against companies like ours and their officers and directors, for certain violations of the Israeli Securities Law (see in “ Administrative Enforcement ” below) or the Companies Law.
Insurance, Indemnification and Exemption Pursuant to the Companies Law and the Israeli Securities Law, the Israeli Securities Authority is authorized to impose administrative sanctions, including monetary fines, against companies like ours and their officers and directors, for certain violations of the Israeli Securities Law (see in “ Administrative Enforcement ” below) or the Companies Law.
From 1981 until 2004, Mr. Amit served as Priortech’s Chief Executive Officer. Mr. Amit holds a B.Sc. in Industrial Engineering and Management from Technion - Israel Institute of Technology. Moty Ben-Arie serves as our Chairman of the Board since January 1, 2023. From March 2017 until the 2019 AGM, Mr.
From 1981 until 2004, Mr. Amit served as Priortech’s Chief Executive Officer. Mr. Amit also served as a director in P.C.B. Technologies Ltd. between 2004 and 2019. Mr. Amit holds a B.Sc. in Industrial Engineering and Management from Technion - Israel Institute of Technology.
We currently hold directors’ and officers’ liability insurance policy for the benefit of our Office Holders, including our directors.
We currently hold directors’ and officers’ liability insurance policy for the benefit of our Office Holders, including our directors. This policy was approved by our Compensation Committee on November 9, 2025, and is effective until April 30, 2027.
(2) Includes (i) 1,476 ordinary shares; and (ii) fully vested options to purchase 4,056 ordinary shares, at an exercise price of $22.63– 63.51 per share, which expire by December 2030.
Major Shareholders – Beneficial Ownership” below. (2) Does not include 26,774 RSUs that do not vest within 60 days of the date of the table. ( 3 ) Includes (i) 1,009 ordinary shares; and (ii) fully vested options to purchase 4,056 ordinary shares, at an exercise price of $63.51– 81.28 per share, which expire by September 2031.
Amit may be deemed to beneficially own the 9,617,787 shares of the Company held by Priortech. Mr. Amit disclaims beneficial ownership of such shares. See Item 7. Major Shareholders and Related Party Transactions. A. Major Shareholders – Beneficial Ownership” below.
Rafi Amit, Yotam Stern, David Kishon, and Hanoch Feldstien and the estates of Itzhak Krell (deceased) (through Eyal Krell, Israel Shai Krell and Galit Drori Krell), Zehava Wineberg (deceased) and Haim Langmas (deceased), may be deemed to control Priortech. Mr. Amit disclaims beneficial ownership of the shares held by Priortech. See Item 7. Major Shareholders and Related Party Transactions. A.
Does not include 38,645 RSUs that do not vest within 60 days of the date of the table. In addition, as a result of a voting agreement relating to a majority of Priortech’s voting equity, Mr. Amit may be deemed to control Priortech. As a result, Mr.
Does not include 30,640 RSUs that do not vest within 60 days of the date of the table. As a result of this agreement, and due to the fact that there are no other shareholders holding more than 50% of the voting equity in Priortech Ltd., Messrs.
As a result of a voting agreement relating to a majority of Priortech’s voting equity, Mr. Stern may be deemed to control Priortech. As a result, Mr. Stern may be deemed to beneficially own the 9,617,787 shares of the Company held by Priortech. Mr. Stern disclaims beneficial ownership of such shares. See Item 7. Major Shareholders and Related Party Transactions.
Rafi Amit, Yotam Stern, David Kishon, and Hanoch Feldstien and the estates of Itzhak Krell (deceased) (through Eyal Krell, Israel Shai Krell and Galit Drori Krell), Zehava Wineberg (deceased) and Haim Langmas (deceased), may be deemed to control Priortech. Mr. Stern disclaims beneficial ownership of the shares held by Priortech. See Item 7. Major Shareholders and Related Party Transactions. A.
Amit does not receive any compensation in consideration for his service as a member of our Board of Directors. 44 C.
Amit does not receive any compensation in consideration for his service as a member of our Board of Directors. 41 With respect to our Executive Chairman of the Board of Directors, who was appointed effective June 1, 2025, Mr. Aviram devotes the majority of his business time to the Company and its ongoing strategic initiatives.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

7 edited+8 added−0 removed6 unchanged
Biggest change(1) 9,617,787 21.1 % Chroma ATE Inc. (2) 7,817,440 17.1 % (1) 29.26% of the voting equity in Priortech Ltd. is subject to a voting agreement. As a result of this agreement, and due to the fact that there are no other shareholders holding more than 50% of the voting equity in Priortech Ltd., Messrs.
Biggest changeAs a result of this agreement, and due to the fact that there are no other shareholders holding more than 50% of the voting equity in Priortech Ltd., Messrs.
None of these shareholders has different voting rights than any of the Company’s other shareholders. Beneficial Ownership Beneficial ownership is determined in accordance with the rules of the SEC and generally means sole or shared power to vote or direct the voting or to dispose or direct the disposition of any ordinary shares.
None of these shareholders has different voting rights than any of the Company’s other shareholders. Beneficial ownership is determined in accordance with the rules of the SEC and generally means sole or shared power to vote or direct the voting or to dispose or direct the disposition of any ordinary shares.
This registration rights agreement may be used in connection with future offerings of our ordinary shares, and includes, among others, the following terms: (a) Priortech is entitled to make up to three demands that we register our ordinary shares held by Priortech, subject to delay due to market conditions; (b) Priortech will be entitled to participate and sell our ordinary shares in any future registration statements initiated by us, subject to delay due to market conditions; (c) we will indemnify Priortech in connection with any liabilities incurred in connection with such registration statements due to any misstatements or omissions other than information provided by Priortech, and Priortech will indemnify us in connection with any liabilities incurred in connection with such registration statements due to any misstatements or omissions in written statements by Priortech made for the purpose of their inclusion in such registration statements; and (d) we will pay all expenses related to registrations which we have initiated, except for certain underwriting discounts or commissions or legal fees, and Priortech will pay all expenses related to a registration initiated at its demand in which we are not participating. 62 On December 30, 2004, the Registration Rights Agreement with Priortech was amended.
This registration rights agreement may be used in connection with future offerings of our ordinary shares, and includes, among others, the following terms: (a) Priortech is entitled to make up to three demands that we register our ordinary shares held by Priortech, subject to delay due to market conditions; (b) Priortech will be entitled to participate and sell our ordinary shares in any future registration statements initiated by us, subject to delay due to market conditions; (c) we will indemnify Priortech in connection with any liabilities incurred in connection with such registration statements due to any misstatements or omissions other than information provided by Priortech, and Priortech will indemnify us in connection with any liabilities incurred in connection with such registration statements due to any misstatements or omissions in written statements by Priortech made for the purpose of their inclusion in such registration statements; and (d) we will pay all expenses related to registrations which we have initiated, except for certain underwriting discounts or commissions or legal fees, and Priortech will pay all expenses related to a registration initiated at its demand in which we are not participating. 61 On December 30, 2004, the Registration Rights Agreement with Priortech was amended.
For a description of the definitive agreements signed under the Chroma Transaction, see Item 4.A. – “ History and Development of the Company”. Employment Agreement with Mr. Rafi Amit For a description of the employment agreement with our Chief Executive Officer, Mr. Rafi Amit, see Item 6.B - “ Compensation – Employment Agreements ” above. C.
For a description of the definitive agreements signed under the Chroma Transaction, see Item 4.A. – “ History and Development of the Company”. Employment Agreement with Mr. Rafi Amit For a description of the employment agreement with our Chief Executive Officer, Mr. Rafi Amit, see Item 6.B - “ Compensation – Employment Agreements ” above. Employment Agreement with Mr.
Item 7. Major Shareholders and Related Party Transactions. A. Major Shareholders. The following table provides information regarding the beneficial ownership of our ordinary shares as of March 4 1 , 2025, held by each person or entity who beneficially owns more than 5% of our outstanding ordinary shares.
Item 7. Major Shareholders and Related Party Transactions. A. Major Shareholders. The following table provides information regarding the beneficial ownership of our ordinary shares as of March 4, 2026, held by each person or entity who beneficially owns more than 5% of our outstanding ordinary shares.
Except as indicated by footnote, the person named in the table below has sole voting and investment power with respect to all ordinary shares shown as beneficially owned by it. The percentage of beneficial ownership is based upon 45,594,474 ordinary shares outstanding as of March 4, 2025. Number of Ordinary Shares* Percentage Priortech Ltd.
Except as indicated by footnote, the person named in the table below has sole voting and investment power with respect to all ordinary shares shown as beneficially owned by it. The percentage of beneficial ownership is based upon 46,548,607ordinary shares outstanding as of March 5, 2026. Number of Ordinary Shares* Percentage Priortech Ltd. (1) 9,617,787 20.66 % Chroma ATE Inc.
The 7,817,440 Ordinary Shares reported under such Schedule 13G by Chroma are beneficially owned by Chroma. Chroma’s principal address is No. 66, Hwa Ya 1 Rd., Guishan District, Taoyuan City 333, Taiwan. B. Related Party Transactions.
The 7,817,440 Ordinary Shares reported under such Schedule 13G by Chroma are beneficially owned by Chroma. Chroma’s principal address is No. 66, Hwa Ya 1 Rd., Guishan District, Taoyuan City 333, Taiwan. (3) Based on the Schedule 13G/A filed by Wasatch Advisors LP (“Wasatch”) on February 10, 2026, which presented ownership as of December 31, 2025.
Added
(2) 7,817,440 16.79 % Wastach Advisors LP (3) 3,167,997 6.80 % Harel Insurance Investments & Financial Services Ltd. (4) 2,410,045 5.3 % Migdal Insurance & Financial Holdings Ltd (5) 2,332,037 5.09 % 60 (1) 29.26% of the voting equity in Priortech Ltd. is subject to a voting agreement.
Added
The 3,167,997 Ordinary Shares reported under such Schedule 13G/A by Wasatch are beneficially owned by Wasatch. The address of Wasatch provided in its Schedule 13G/A is 505 Wakara Way, 3rd Floor, Salt Lake City, 84108, United States. (4) Based on the Schedule 13G filed by Harel Insurance Investments & Financial Services Ltd.
Added
(“Harel”) on December 23, 2025, which presented ownership as of December 19, 2025.
Added
Of the 2,410,045 Ordinary Shares reported as beneficially owned, (i) 2,350,934 Ordinary Shares are held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by subsidiaries of Harel, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, (ii) 40,184 Ordinary Shares are held by third-party client accounts managed by a subsidiary of Harel as portfolio managers, which subsidiary operates under independent management and makes independent investment decisions and has no voting power in the securities held in such client accounts, and (iii) 18,927 Ordinary Shares are beneficially held for Harel’s own account.
Added
The Schedule 13G provides that Harel shall not be construed as admitting that it is the beneficial owner of more than 18,927 Ordinary Shares. The address of Harel provided in its Schedule 13G is 3 Aba Hillel Street, Ramat Gan 52118, Israel. (5) Based on the Schedule 13G filed by Migdal Insurance & Financial Holdings Ltd.
Added
(“Migdal”) on February 17, 2026, which presented ownership as of December 31, 2025. Of the 2,332,037 Ordinary Shares reported as beneficially owned, (i) 1,891,465 ordinary shares beneficially owned by Migdal Sal Domestic Equities; and (ii) 440,572 ordinary shares beneficially owned by Migdal Mutual Funds Ltd.
Added
The Schedule 13G provides that Harel shall not be construed as admitting that it is the beneficial owner of any of the Ordinary Shares covered by the Schedule 13G. The address of Migdal provided in its Schedule 13G is 4 Efal Street; P.O. Box 3063; Petach Tikva 49512, Israel. B. Related Party Transactions.
Added
Lior Aviram For a description of the employment agreement with our Executive Chairman of the Board, Mr. Lior Aviram, see Item 6.B - “ Compensation – Employment Agreements ” above. C. Interests of Experts and Counsel. Not applicable.