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What changed in Fiverr International Ltd.'s 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of Fiverr International 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.

+451 added−657 removedSource: 20-F (2026-03-12) vs 20-F (2025-02-19)

Top changes in Fiverr International Ltd.'s 2025 20-F

451 paragraphs added · 657 removed · 348 edited across 5 sections

Item 2. Properties

Properties — owned and leased real estate

1 edited+4 added−0 removed0 unchanged
Biggest changeITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 7 ITEM 3. KEY INFORMATION 7 A. [Reserved] 7 B. Capitalization and Indebtedness 7 C. Reasons for the Offer and Use of Proceeds 7 D. Risk Factors 7 ITEM 4. INFORMATION ON THE COMPANY 38 A. History and Development of the Company 38 B. Business Overview 38 C. Organizational Structure 53 D.
Biggest changeITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 7 ITEM 3. KEY INFORMATION 7 A. [Reserved] 7 B. Capitalization and Indebtedness 7 C. Reasons for the Offer and Use of Proceeds 7 D. Risk Factors 7 ITEM 4. INFORMATION ON THE COMPANY 38 A. History and Development of the Company 38 B. Business Overview 38 C. Organizational Structure 54 D.
Added
Property, Plant and Equipment 54 ITEM 4A. UNRESOLVED STAFF COMMENTS 54 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 55 A. Operating Results 59 B. Liquidity and Capital Resources 62 C. Research and Development, Patents and Licenses, etc. 63 D. Trend Information 64 E. Critical Accounting Estimates 64 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 65 A.
Added
Directors and Senior Management 65 B. Compensation 67 C. Board Practices 71 D. Employees 81 E. Share Ownership 82 F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation 82 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 82 A. Major Shareholders 82 B. Related Party Transactions 83 C. Interests of Experts and Counsel 84 ITEM 8.
Added
FINANCIAL INFORMATION 84 A. Consolidated Statements and Other Financial Information 84 B. Significant Changes 85 ITEM 9. THE OFFER AND LISTING 85 A. Offer and Listing Details 85 B. Plan of Distribution 85 C. Markets 85 D. Selling Shareholders 85 E. Dilution 85 F. Expenses of the Issue 85 ITEM 10. ADDITIONAL INFORMATION 85 A. Share Capital 85 B.
Added
Memorandum and Articles of Association 85 C. Material Contracts 86 D. Exchange Controls 87 E. Taxation 87 F. Dividends and Paying Agents 96 G. Statement by Experts 96 H. Documents on Display 96 I. Subsidiary Information 96 J. Annual Report to Security Holders 96 2 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 97

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

118 edited+53 added−44 removed340 unchanged
Biggest changeAs the enforcement supervisory authorities issue further guidance on personal data export mechanisms, including circumstances where certain data transfer mechanism cannot be used, and/or start taking enforcement action, we could suffer additional costs, complaints and/or regulatory investigations or fines, and/or if we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations, and could adversely affect our financial results. 14 Our business may suffer if we do not successfully manage our current and potential future growth.
Biggest changeIf we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations and could adversely affect our financial results.
Many factors impact the buyer growth, and we cannot accurately predict or guarantee annual active buyer growth rates in the future.
Many factors impact buyer growth, and we cannot accurately predict or guarantee annual active buyer growth rates in the future.
Our main competitors fall into the following categories: ● traditional contingent workforce and staffing service providers and other outsourcing providers; ● online freelancer platforms that serve a diverse range of skill categories; ● other online and offline providers of products and services that allow freelancers to find work or to advertise their services, including personal and professional social networks, employment marketplaces, recruiting websites, job boards, classified ads and other traditional means of finding work; ● software and business services companies focused on talent acquisition, management or staffing management products and services; ● businesses that provide specialized, professional services, including consulting, accounting, marketing and information technology services; and ● software companies focused on providing technological solutions driven by AI.
Our main competitors fall into the following categories: ● software companies focused on providing technological solutions driven by AI; ● traditional contingent workforce and staffing service providers and other outsourcing providers; ● online freelancer platforms that serve a diverse range of skill categories; ● other online and offline providers of products and services that allow freelancers to find work or to advertise their services, including personal and professional social networks, employment marketplaces, recruiting websites, job boards, classified ads and other traditional means of finding work; ● software and business services companies focused on talent acquisition, management or staffing management products and services; and ● businesses that provide specialized, professional services, including consulting, accounting, marketing and information technology services.
This could result in any of the following, each of which could adversely affect our business: ● we may be held liable for the unauthorized use of an account holder’s credit card or bank account number and required by card issuers or banks to pay a chargeback or return fee, and if our chargeback or return rate becomes excessive, credit card networks may also require us to pay fines or other fees; ● we may be subject to additional risk and liability exposure, including negligence, fraud or other claims, if employees or third-party service providers misappropriate user information for their own gain or facilitate the fraudulent use of such information; ● bad actors may use our platform, including our payment processing and disbursement methods, to engage in unlawful or fraudulent conduct, such as money laundering, terrorist financing, fraudulent sale of services, breaches of security, leakage of data, piracy or misuse of software and other copyrighted or trademarked content, and other misconduct; ● users of our platform who are subjected or exposed to the unlawful or improper conduct of other users or other third parties, including law enforcement, may seek to hold us responsible for the conduct of other users and may lose confidence in our platform, decrease or cease to use our platform, seek to obtain damages and costs, or impose fines and penalties; 23 ● if, for example, freelancers misstate their qualifications or location, provide misinformation, perform services they are not qualified or authorized to provide, or produce insufficient or defective work product or work product with a viral or other harmful effect, users or other third parties may seek to hold us responsible for the freelancers’ acts or omissions and may lose confidence in our platform, decrease or cease use of our platform, or seek to obtain damages and costs; and ● we may suffer reputational damage as a result of the occurrence of any of the above.
This could result in any of the following, each of which could adversely affect our business: ● we may be held liable for the unauthorized use of an account holder’s credit card or bank account number and required by card issuers or banks to pay a chargeback or return fee, and if our chargeback or return rate becomes excessive, credit card networks may also require us to pay fines or other fees; ● we may be subject to additional risk and liability exposure, including negligence, fraud or other claims, if employees or third-party service providers misappropriate user information for their own gain or facilitate the fraudulent use of such information; ● bad actors may use our platform, including our payment processing and disbursement methods, to engage in unlawful or fraudulent conduct, such as money laundering, terrorist financing, fraudulent sale of services, breaches of security, leakage of data, piracy or misuse of software and other copyrighted or trademarked content, and other misconduct; ● users of our platform who are subjected or exposed to the unlawful or improper conduct of other users or other third parties, including law enforcement, may seek to hold us responsible for the conduct of other users and may lose confidence in our platform, decrease or cease to use our platform, seek to obtain damages and costs, or impose fines and penalties; ● if, for example, freelancers misstate their qualifications or location, provide misinformation, perform services they are not qualified or authorized to provide, or produce insufficient or defective work product or work product with a viral or other harmful effect, users or other third parties may seek to hold us responsible for the freelancers’ acts or omissions and may lose confidence in our platform, decrease or cease use of our platform, or seek to obtain damages and costs; and 24 ● we may suffer reputational damage as a result of the occurrence of any of the above.
Operating internationally subjects us to new risks and may increase risks that we currently face, including risks associated with: ● recruiting and retaining talented and capable employees and contractors outside of Israel and the United States, and maintaining our company culture across all of our offices; 16 ● recruiting and retaining contractors in Ukraine, which is currently affected by the war with Russia; ● providing our platform and operating our business across a significant distance, in different languages and among different cultures, including the potential need to modify our platform and features to ensure that they are culturally appropriate and relevant in different countries; ● compliance with applicable international laws and regulations, including laws and regulations with respect to privacy, data protection, consumer protection and unsolicited email, and the risk of penalties to our users and individual members of management or employees if our practices are deemed to be out of compliance; ● operating in jurisdictions that do not protect intellectual property rights to the same extent as does the United States; ● compliance by us and our business partners with anti-corruption laws, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory limitations on our ability to provide our platform in certain international markets; ● political and economic instability; ● fluctuations in currency exchange rates; ● double taxation of our international earnings and potentially adverse tax consequences due to changes in the income and other tax laws of Israel, the United States or the international jurisdictions in which we operate; and ● higher costs of doing business internationally, including increased accounting, travel, infrastructure and legal compliance costs.
Operating internationally subjects us to new risks and may increase risks that we currently face, including risks associated with: ● recruiting and retaining talented and capable employees and contractors outside of Israel and the United States, and maintaining our Company culture across all of our offices; ● recruiting and retaining contractors in Ukraine, which is currently affected by the war with Russia; ● providing our platform and operating our business across a significant distance, in different languages and among different cultures, including the potential need to modify our platform and features to ensure that they are culturally appropriate and relevant in different countries; ● compliance with applicable international laws and regulations, including laws and regulations with respect to privacy, data protection, consumer protection and unsolicited email, and the risk of penalties to our users and individual members of management or employees if our practices are deemed to be out of compliance; 17 ● operating in jurisdictions that do not protect intellectual property rights to the same extent as does the United States; ● compliance by us and our business partners with anti-corruption laws, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory limitations on our ability to provide our platform in certain international markets; ● political and economic instability; ● fluctuations in currency exchange rates; ● double taxation of our international earnings and potentially adverse tax consequences due to changes in the income and other tax laws of Israel, the United States or the international jurisdictions in which we operate; and ● higher costs of doing business internationally, including increased accounting, travel, infrastructure and legal compliance costs.
Although many of the BEPS measures have already been implemented or are currently being implemented globally (including, in certain cases, through adoption of the OECD’s “multilateral convention” (to which Israel is also a party) to effect changes to tax treaties which entered into force on July 1, 2018 and through the EU’s “Anti Tax Avoidance” Directives), it is still difficult in some cases to assess to what extent these changes our tax liabilities in the jurisdictions in which we conduct our business or to what extent they may impact the way in which we conduct our business or our effective tax rate due to the unpredictability and interdependency of these potential changes.
Although many of the BEPS measures have already been implemented or are currently being implemented globally (including, in certain cases, through adoption of the OECD’s “multilateral convention” (to which Israel is also a party) to effect changes to tax treaties which entered into force on July 1, 2018 and through the EU’s “Anti Tax Avoidance” Directives), it is still difficult in some cases to assess to what extent these changes will impact our tax liabilities in the jurisdictions in which we conduct our business or to what extent they may impact the way in which we conduct our business or our effective tax rate due to the unpredictability and interdependency of these potential changes.
This could occur for a number of reasons, including the following: ● our payment partners may be unable to effectively accommodate changing service needs, such as those which could result from rapid growth or higher volume and the fact that some of our payment partners have a limited operating history; ● our payment partners could choose to terminate or not renew their agreements with us or only be willing to renew on different or less advantageous terms; 24 ● our payment partners could reduce the services provided to us, cease doing business with us, or cease doing business altogether; ● our payment partners could be subject to delays, limitations or closures of their own businesses, networks or systems, causing them to be unable to process payments or disburse funds for certain periods of time; or ● we may be forced to cease doing business with payment processors if card association operating rules, certification requirements and laws, regulations or rules governing electronic funds transfers to which we are subject to change or are interpreted to make it difficult or impossible for us to comply.
This could occur for a number of reasons, including the following: ● our payment partners may be unable to effectively accommodate changing service needs, such as those which could result from rapid growth or higher volume and the fact that some of our payment partners have a limited operating history; ● our payment partners could choose to terminate or not renew their agreements with us or only be willing to renew on different or less advantageous terms; 25 ● our payment partners could reduce the services provided to us, cease doing business with us, or cease doing business altogether; ● our payment partners could be subject to delays, limitations or closures of their own businesses, networks or systems, causing them to be unable to process payments or disburse funds for certain periods of time; or ● we may be forced to cease doing business with payment processors if card association operating rules, certification requirements and laws, regulations or rules governing electronic funds transfers to which we are subject to change or are interpreted to make it difficult or impossible for us to comply.
In order to remain eligible for the tax exemptions provided to a “Preferred Technology Enterprise” we must continue to meet certain conditions stipulated in the Investment Law and its regulations, as amended. If these tax benefits are reduced, cancelled or discontinued, our Israeli taxable income from the Preferred Technology Enterprise would be subject to regular Israeli corporate tax rates.
In order to remain eligible for the tax benefits provided to a “Preferred Technology Enterprise” we must continue to meet certain conditions stipulated in the Investment Law and its regulations, as amended. If these tax benefits are reduced, cancelled or discontinued, our Israeli taxable income from the Preferred Technology Enterprise would be subject to regular Israeli corporate tax rates.
We include language in our terms of service disclaiming responsibility or liability for any disputes between users; however, we cannot guarantee that these terms will, in all circumstances, be effective in preventing or limiting our involvement in user disputes. Additionally, from time to time, we are the subject of user complaints filed on forums such as the Better Business Bureau.
We include language in our terms of service disclaiming responsibility or liability for any disputes between users; however, we cannot guarantee that these terms will, in all circumstances, be effective in preventing or limiting our involvement in user disputes. 26 Additionally, from time to time, we are the subject of user complaints filed on forums such as the Better Business Bureau.
The tax benefits that are available to us require us to continue to meet various conditions and may be terminated or reduced in the future, which could increase our costs and taxes. We are eligible for certain tax exemptions provided to a “Preferred Technology Enterprise” under the Israeli Law for the Encouragement of Capital Investments, 5719-1959, or the Investment Law.
The tax benefits that are available to us require us to continue to meet various conditions and may be terminated or reduced in the future, which could increase our costs and taxes. We are eligible for certain tax benefits provided to a “Preferred Technology Enterprise” under the Israeli Law for the Encouragement of Capital Investments, 5719-1959, or the Investment Law.
If we fail to meet or exceed the expectations of investors or securities analysts, the trading price of our ordinary shares could fall substantially, and we could face costly lawsuits, including securities class action suits. 18 Our business is subject to a variety of laws and regulations, both in the United States and internationally, many of which are evolving.
If we fail to meet or exceed the expectations of investors or securities analysts, the trading price of our ordinary shares could fall substantially, and we could face costly lawsuits, including securities class action suits. Our business is subject to a variety of laws and regulations, both in the United States and internationally, many of which are evolving.
We may not carry sufficient business interruption insurance to compensate us for losses that may occur as a result of any events that cause interruptions in our service. AWS does not have an obligation to renew its agreements with us on commercially reasonable terms, or at all.
We may not carry sufficient business interruption insurance to compensate us for losses that may occur as a result of any events that cause interruptions in our service. 23 AWS does not have an obligation to renew its agreements with us on commercially reasonable terms, or at all.
Our marketplace take rate may also fluctuate from period to period. 15 In recent years, we implemented changes to our pricing model, including our marketplace take rate. As a result, we have only limited experience with our current pricing model, which makes it difficult to evaluate our business and future prospects and to plan for and model future growth.
Our marketplace take rate may also fluctuate from period to period. In recent years, we implemented changes to our pricing model, including our marketplace take rate. As a result, we have only limited experience with our current pricing model, which makes it difficult to evaluate our business and future prospects and to plan for and model future growth.
In order to maintain and enhance our brand, we will need to continuously invest in marketing programs that may not be successful in achieving meaningful awareness levels. However, brand promotion activities may not yield increased revenue, and even if they do, the increased revenue may not offset the expenses we incur in building and maintaining our brand.
In order to maintain and enhance our brand, we will need to continuously invest in marketing programs that may not be successful in achieving meaningful awareness levels. Brand promotion activities may not yield increased revenue, and even if they do, the increased revenue may not offset the expenses we incur in building and maintaining our brand.
As a consequence of such claims, we could be required to pay additional remuneration or royalties to our current and/or former employees, or be forced to litigate such claims, which could negatively affect our business. We may be vulnerable to intellectual property infringement claims brought against us by others.
As a consequence of such claims, we could be required to pay additional remuneration or royalties to our current and/or former employees, or be forced to litigate such claims, which could negatively affect our business. 22 We may be vulnerable to intellectual property infringement claims brought against us by others.
Our business involves the storage, processing and transmission of users’ proprietary, confidential and personal data as well as the use of third-party partners who store, process and transmit users’ proprietary, confidential and personal data. We also maintain certain other proprietary and confidential data relating to our business and personal data of our personnel and job applicants.
Our business involves the collection, storage, processing and transmission of users’ proprietary, confidential and personal data as well as the use of third-party partners who store, process and transmit users’ proprietary, confidential and personal data. We also maintain certain other proprietary and confidential data relating to our business and personal data of our personnel and job applicants.
We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act.
We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit recovery provisions of Section 16 of the Exchange Act.
While we have implemented various measures intended to enable us to comply with applicable privacy or data protection laws, regulations and contractual obligations, these measures may not always be effective and do not guarantee compliance.
Additionally, while we have implemented various measures intended to enable us to comply with applicable privacy or data protection laws, regulations and contractual obligations, these measures may not always be effective and do not guarantee compliance.
Specifically, the GDPR and other European and UK data protection laws generally prohibit the transfer of personal data from Europe, including the EEA, UK and Switzerland, to third party countries, unless the transfer is to a country deemed to provide adequate protection (such as Israel, which was re-affirmed by the EU Commission on January 15, 2024, confirming the adequacy of the level of protection of personal data in Israel as an “adequate” country) or the parties to the transfer have implemented specific safeguards to protect the transferred personal data.
Specifically, the GDPR and other European and UK data protection laws generally prohibit the transfer of personal data from Europe, including the EEA, UK and Switzerland, to third party countries, unless the transfer is to a country deemed to provide adequate protection (such as Israel, which was affirmed by the UK in December, 2020, and re-affirmed by the EU Commission on January 15, 2024, confirming the adequacy of the level of protection of personal data in Israel as an “adequate” country) or the parties to the transfer have implemented specific safeguards to protect the transferred personal data.
Moreover, the price of our ordinary shares could decline if one or more securities analysts downgrade our ordinary shares or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business.
Moreover, the price of our ordinary shares could decline if one or more securities analysts downgrade our ordinary shares or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business. 37
Regulation (including emerging regulation) may require additional ESG public disclosures and this may increase the risk of such damage. In addition, any unfavourable media coverage or negative publicity about our industry or Company and any errors, defects, disruptions, security vulnerabilities, abuse of our system, or other performance problems with our products and platforms may also cause us reputational damage.
Regulation (including emerging regulation) may require additional ESG public disclosures, and this may increase the risk of such damage. In addition, any unfavorable media coverage or negative publicity about our industry or Company and any errors, defects, disruptions, security vulnerabilities, abuse of our system, or other performance problems with our products and platforms may also cause us reputational damage.
Tax collection responsibility and the additional costs associated with indirect tax collection, remittance and audit requirements, in addition to reporting requirements, could create additional tax exposure for us and additional burdens for users on our websites and mobile platforms. 26 We may face lawsuits or incur liability as a result of content published or made available through our platform.
Tax collection responsibility and the additional costs associated with indirect tax collection, remittance and audit requirements, in addition to reporting requirements, could create additional tax exposure for us and additional burdens for users on our websites and mobile platforms. 27 We may face lawsuits or incur liability as a result of content published or made available through our platform.
As our business grows internationally, we may increasingly compete with these local and regional companies. 10 In addition, well-established internet companies, social networking websites and career-related internet portals have entered or may decide to target the market for freelance services, and some of these companies have launched products and services that directly compete with our platform.
As our business grows internationally, we may increasingly compete with these local and regional companies. 8 In addition, well-established internet companies, social networking websites and career-related internet portals have entered or may decide to target the market for freelance services, and some of these companies have launched products and services that directly compete with our platform.
There can be no certainty that the IRS will not challenge our position and determine that based on the IRS’s interpretation of the asset test, we were a PFIC for the taxable year ended December 31, 2024. In addition, PFIC status is a factual determination that must be made annually after the close of each taxable year.
There can be no certainty that the IRS will not challenge our position and determine that based on the IRS’s interpretation of the asset test, we were a PFIC for the taxable year ended December 31, 2025. In addition, PFIC status is a factual determination that must be made annually after the close of each taxable year.
Successful execution of our strategy depends on our ability to attract and retain users, expand the market for our platform, maintain a technological edge and provide value to our users. We face competition from a number of online and offline platforms and competitors that offer freelance services as part of their broader services portfolio.
In addition, successful execution of our strategy depends on our ability to attract and retain users, expand the market for our platform, maintain a technological edge and provide value to our users. We face competition from a number of online and offline platforms and competitors that offer freelance services as part of their broader services portfolio.
This could decrease user engagement on our website and adversely affect the growth in our user base, and our business, prospects, financial condition and results of operations could be materially and adversely affected. 9 If we fail to maintain and improve the quality of our platform, we may not be able to attract and retain buyers and freelancers.
This could decrease user engagement on our website and adversely affect the growth in our user base, and our business, prospects, financial condition and results of operations could be materially and adversely affected. 10 If we fail to maintain and improve the quality of our platform, we may not be able to attract and retain buyers and freelancers.
These new taxes include DSTs of the type originally proposed plus, in certain jurisdictions, greatly expanded DSTs that apply to virtually all digital transactions, including on multi-sided interfaces allowing users to connect. These taxes defer between jurisdictions in terms of thresholds, applicable tax rate and scope.
These new taxes include DSTs of the type originally proposed plus, in certain jurisdictions, greatly expanded DSTs that apply to virtually all digital transactions, including on multi-sided interfaces allowing users to connect. These taxes differ between jurisdictions in terms of thresholds, applicable tax rate and scope.
After considering the total value of our assets determined under an alternative valuation method that takes into account, in addition to the trading value of our ordinary shares, a control premium, we believe that we were not a PFIC for the taxable year ended December 31, 2024.
After considering the total value of our assets determined under an alternative valuation method that takes into account, in addition to the trading value of our ordinary shares, a control premium, we believe that we were not a PFIC for the taxable year ended December 31, 2025.
Users may stop using our platform and related services if the quality of the user experience on our platform, including our support capabilities in the event of a problem, does not meet their expectations or keep pace with the quality of the user experience generally offered by competitive products and services.
Users may stop using our platform and related services if the quality of the user experience on our platform, including our support capabilities in the event of a problem, does not meet their expectations or keep pace with the quality of the user experience generally offered by competitive products and services, including AI technologies.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (1) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (2) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time and (3) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, although we are subject to Israeli laws and regulations with regard to certain of these matters and furnish comparable quarterly information on Form 6-K.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (1) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (2) the sections of the Exchange Act requiring major shareholders to file public reports of their share ownership and trading activities and liability for major shareholders, directors and officers who profit from trades made in a short period of time and (3) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, although we are subject to Israeli laws and regulations with regard to certain of these matters and furnish comparable quarterly information on Form 6-K.
The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2025.
The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2026.
However, if the market capitalization method were determined to be the only appropriate method of valuing our assets, there is a significant risk that we would be treated as a PFIC for the taxable year ended December 31, 2024.
However, if the market capitalization method were determined to be the only appropriate method of valuing our assets, there is a significant risk that we would be treated as a PFIC for the taxable year ended December 31, 2025.
In addition, our competitors may increase the intensity of their marketing campaigns, which may force us to increase our advertising spend to maintain our brand awareness. 8 In addition, any negative publicity relating to our platform, regardless of its veracity, could harm our brand.
In addition, our competitors may increase the intensity of their marketing campaigns, which may force us to increase our advertising spend to maintain our brand awareness. 9 In addition, any negative publicity relating to our platform, regardless of its veracity, could harm our brand.
See Item 10.E. ”Taxation—Taxation and government programs—Israeli tax considerations and government programs—Law for the Encouragement of Capital Investments, 5719-1959.” 35 It may be difficult to enforce a U.S. judgment against us, our officers and directors named in this Annual Report in Israel or the United States, or to assert U.S. securities laws claims in Israel or serve process on our officers and directors.
“Taxation—Taxation and government programs—Israeli tax considerations and government programs—Law for the Encouragement of Capital Investments, 5719-1959.” 35 It may be difficult to enforce a U.S. judgment against us, our officers and directors named in this Annual Report in Israel or the United States, or to assert U.S. securities laws claims in Israel or serve process on our officers and directors.
Our operating results in any given quarter can be influenced by numerous factors, many of which are unpredictable or are outside of our control, including: ● our ability to maintain and grow our community of users; ● the demand for and types of skills and services that are offered on our platform by freelancers; 17 ● spending patterns of buyers, including whether those buyers who use our platform frequently, or for larger services, reduce their spend or stop using our platform; ● seasonal spending patterns by buyers or work patterns by freelancers and seasonality in the labor market; ● fluctuations in the prices that freelancers charge buyers on our platform; ● changes to our pricing model; ● our ability to introduce new features and services and enhance our existing platform and our ability to generate significant revenue from new features and services; ● our ability to respond to competitive developments, including pricing changes and the introduction of new products and services by our competitors; ● the impact of outages of our platform and associated reputational harm; ● changes to financial accounting standards and the interpretation of those standards that may affect the way we recognize and report our financial results; ● increases in, and timing of, operating expenses that we may incur to grow and expand our business and to remain competitive; ● costs related to the acquisition of businesses, talent, technologies, or intellectual property, including potentially significant amortization costs and possible impairments; ● security or data privacy breaches and associated remediation costs; ● litigation, adverse judgments, settlements, or other litigation-related costs; ● changes in the common law, statutory, legislative, or regulatory environment, such as with respect to privacy and data protection, wage and hour regulations, worker classification (including classification of independent contractors or similar service providers and classification of employees as exempt or non-exempt), internet regulation, payment processing, global trade, or tax requirements; ● fluctuations in currency exchange rates, inflation and interest rates; ● general economic and political conditions and government regulations in the countries where we currently have significant numbers of users, or where we currently operate or may expand in the future; ● catastrophic or geopolitical events in countries where we currently have significant numbers of users, or where we currently operate, which could lead to power and Internet shortages, that could prevent users from the ability to use our platform; ● geopolitical risks such as the wars between Israel and its neighboring countries and regions and between Russia and Ukraine; and ● pandemics, epidemics or global health emergencies.
Our operating results in any given quarter can be influenced by numerous factors, many of which are unpredictable or are outside of our control, including: ● our ability to maintain and grow our community of users; ● the demand for and types of skills and services that are offered on our platform by freelancers; ● spending patterns of buyers, including whether those buyers who use our platform frequently, or for larger services, reduce their spend or stop using our platform; ● seasonal spending patterns by buyers or work patterns by freelancers and seasonality in the labor market; ● fluctuations in the prices that freelancers charge buyers on our platform; ● changes to our pricing model; ● our ability to introduce new features and services and enhance our existing platform and our ability to generate significant revenue from new features and services; 18 ● our ability to respond to competitive developments, including pricing changes and the introduction of new products and services by our competitors; ● the impact of outages of our platform and associated reputational harm; ● changes to financial accounting standards and the interpretation of those standards that may affect the way we recognize and report our financial results; ● increases in, and timing of, operating expenses that we may incur to grow and expand our business and to remain competitive; ● costs related to the acquisition of businesses, talent, technologies, or intellectual property, including potentially significant amortization costs and possible impairments; ● security or data privacy breaches and associated remediation costs; ● litigation, adverse judgments, settlements, or other litigation-related costs; ● changes in the common law, statutory, legislative, or regulatory environment, such as with respect to privacy and data protection, wage and hour regulations, worker classification (including classification of independent contractors or similar service providers and classification of employees as exempt or non-exempt), internet regulation, payment processing, global trade, or tax requirements; ● fluctuations in currency exchange rates, inflation and interest rates; ● general economic and political conditions and government regulations in the countries where we currently have significant numbers of users, or where we currently operate or may expand in the future; ● catastrophic or geopolitical events in countries where we currently have significant numbers of users, or where we currently operate, which could lead to power and Internet shortages, that could prevent users from the ability to use our platform; ● geopolitical risks, including armed conflicts, regional instability and international tensions; and ● pandemics, epidemics or global health emergencies.
In addition, a drop in engagement from buyers, including due to a general decrease in spending or otherwise as a result of a global recession, could lead to diminished network effects and decrease the attractiveness of our platform to freelancers.
In addition, a drop in engagement from buyers, including due to the use of AI technologies, a general decrease in spending or otherwise as a result of a global recession, could lead to diminished network effects and decrease the attractiveness of our platform to freelancers.
The GDPR imposes stringent data protection compliance requirements and provides for significant penalties for noncompliance in the EEA and UK. The GDPR created new compliance obligations applicable to our business and users, which could cause us to change our business practices, and increases penalties for noncompliance.
The GDPR imposes stringent data protection compliance requirements and provides for significant penalties for noncompliance in the EEA and UK. The GDPR creates compliance obligations applicable to our business and users, which could cause us to change our business practices, and increases penalties for noncompliance.
We may need to raise additional funds to finance our existing and future capital needs, including developing new services and technologies, and to fund ongoing operating expenses or repayment of our Convertible Notes. If we raise additional funds through the sale of equity securities, these transactions may dilute the value of our outstanding ordinary shares.
We may need to raise additional funds to finance our existing and future capital needs, including developing new services and technologies, and to fund ongoing operating expenses. If we raise additional funds through the sale of equity securities, these transactions may dilute the value of our outstanding ordinary shares.
If the market for freelancers and the services they offer is not sustained or develops more slowly than we expect, our growth may slow or stall. The market for freelancers and the services they offer is relatively new, rapidly evolving and unproven.
If the market for freelancers and the services they offer is not sustained or develops more slowly than we expect, our growth may slow or stall. The market for freelancers and the services they offer is rapidly evolving.
If our revenue declines or fails to grow at a rate sufficient to offset increases in our operating expenses, or interest rates decrease, we may not be able to maintain profitability or to maintain or increase net cash flow from operating activities on a consistent basis.
If our revenue declines or fails to grow at a rate sufficient to offset increases in our operating expenses, or interest rates decrease, we may not be able to sustain profitability or to maintain positive cash flow from operating activities on a consistent basis.
In addition, as of December 31, 2024, we had 1,303,663 shares available for sale under our 2020 Employee Share Purchase Plan. 31 There can be no assurance that we will not be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our ordinary shares.
In addition, as of December 31, 2025, we had 1,564,027 shares available for sale under our 2020 Employee Share Purchase Plan. There can be no assurance that we will not be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our ordinary shares.
The EU AI Act applies to companies that develop, use and/or provide AI in the EU and – depending on the AI use case – includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, accuracy, general purpose AI and foundation models, and proposes fines for breach of up to 7% of worldwide annual turnover.
The EU AI Act applies to companies that develop, use and/or provide AI in the EU and – depending on the AI use case – includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, accuracy, general purpose AI and foundation models, and proposes fines for breach of up to 35 million EUR, or up to 7% of worldwide annual turnover (whichever is higher).
Our marketable securities totaled $411.0 million as of December 31, 2024. The performance of the capital markets affects the values of funds that are held in marketable securities. These assets are subject to market fluctuations and various developments, including, without limitation, rating agency downgrades that may impair their value.
Our marketable securities totaled $117.7 million as of December 31, 2025. The performance of the capital markets affects the values of funds that are held in marketable securities. These assets are subject to market fluctuations and various developments, including, without limitation, rating agency downgrades that may impair their value.
In light of the complex and evolving nature of EU, EU Member State and UK privacy laws on cookies and tracking technologies, there can be no assurances that we will be successful in our efforts to comply with such laws; violations of such laws could result in regulatory investigations, fines, orders to cease/change our use of such technologies, as well as civil claims including class actions, and reputational damage.
In light of the complex and evolving nature of EU, EU Member State and UK privacy laws on cookies and tracking technologies, there can be no assurances that we will be successful in our efforts to comply with such laws; violations of such laws could result in regulatory investigations, fines, orders to cease/change our use of such technologies, as well as civil claims including class actions, and reputational damage. 13 Additionally, a number of U.S states have adopted privacy and security laws.
The Israeli annual rate of inflation amounted to 3.2%, 3.0%, and 5.3% for the years ended December 31, 2024, 2023 and 2022, respectively.
The Israeli annual rate of inflation amounted to 2.6%, 3.2% and 3.0% for the years ended December 31, 2025, 2024 and 2023, respectively.
We may not be able to successfully execute future acquisitions or efficiently manage any acquired business. We have acquired and may in the future acquire certain complementary businesses or technologies. For example, during 2024 we acquired AutoDS Ltd. and Praetolia Ltd.
We may not be able to successfully execute future acquisitions or efficiently manage any acquired business. We have acquired and may in the future acquire certain complementary businesses or technologies. For example, during 2025 we acquired Yaballe Ltd. and the business of Bernstein, Dreyer & Mikulic GbR and during 2024 we acquired AutoDS Ltd. and Praetolia Ltd.
The market price of our ordinary shares could be highly volatile and may fluctuate substantially as a result of many factors, including: ● actual or anticipated fluctuations in our results of operations; ● variance in our financial performance from the expectations of market analysts; ● announcements by us or our competitors of significant business developments, changes in service provider relationships, acquisitions or expansion plans; ● short selling activities; ● changes in our marketplace take rate; ● our involvement in litigation; ● our sale of ordinary shares or other securities in the future; ● market conditions in our industry; ● changes in key personnel; ● the trading volume of our ordinary shares; ● changes in the estimation of the future size and growth rate of our markets; and ● general economic and market conditions, including the wars between Israel and its neighboring countries and regions and between Russia and Ukraine.
The market price of our ordinary shares could be highly volatile and may fluctuate substantially as a result of many factors, including: ● actual or anticipated fluctuations in our results of operations; ● variance in our financial performance from the expectations of market analysts; ● announcements by us or our competitors of significant business developments, changes in service provider relationships, acquisitions or expansion plans; ● short selling activities; ● changes in our marketplace take rate; ● our involvement in litigation; ● our sale of ordinary shares or other securities in the future; ● market conditions in our industry; ● changes in key personnel; ● the trading volume of our ordinary shares; ● changes in the estimation of the future size and growth rate of our markets; and ● general economic and market conditions, including geopolitical risks, armed conflicts, regional instability and international tension.
Accordingly, our business and operations are directly affected by economic, political, geopolitical, and military conditions in Israel. 34 Following the October 7, 2023 attacks by Hamas terrorists in Israel's southern border, Israel declared war against Hamas and since then, Israel has been involved in military conflicts with Hamas, Hezbollah, a terrorist organization based in Lebanon, and Iran, both directly and through proxies like the Houthi movement in Yemen and armed groups in Iraq and other terrorist organizations.
Following the October 7, 2023, attacks by Hamas terrorists in Israel's southern border, Israel declared war against Hamas and since then, Israel has been involved in military conflicts with Hamas, Hezbollah, a terrorist organization based in Lebanon, and Iran, both directly and through proxies like the Houthi movement in Yemen and armed groups in Iraq and other terrorist organizations.
Risks relating to our incorporation and location in Israel Conditions in Israel, including Israel’s conflicts with Hamas and other parties in the region, as well as political and economic instability, may adversely affect our operations and limit our ability to market our products, which would lead to a decrease in revenues.
Risks relating to our incorporation and location in Israel Conditions in Israel, including Israel’s conflicts with its neighboring countries, as well as political and economic instability, may adversely affect our operations and limit our ability to market our products, which would lead to a decrease in revenues.
Adverse macroeconomic conditions, including inflation, slower growth or recession, changes to fiscal and monetary policy, tighter credit, higher interest rates, high unemployment, currency fluctuations, increased geopolitical risks such as the wars between Israel and its neighboring countries and regions and between Russia and Ukraine, have affected the U.S. and global economy during 2024 and can adversely impact consumer and businesses confidence and spending and materially adversely affect demand for the digital services offered on the Company’s platform.
Adverse macroeconomic conditions, including inflation, slower growth or recession, changes to fiscal and monetary policy, tighter credit, higher interest rates, high unemployment, currency fluctuations, increased geopolitical risks, have affected the U.S. and global economy during 2025 and can adversely impact consumer and businesses confidence and spending and materially adversely affect demand for the digital services offered on the Company’s platform.
The operation of our platform depends on certain third-party service providers. In particular, we currently host our platform, serve our users and support our operations using Amazon Web Services, or AWS, a provider of cloud infrastructure services. We do not have control over the operations of the facilities of AWS that we use.
In particular, we currently host our platform, serve our users and support our operations using Amazon Web Services, or AWS, a provider of cloud infrastructure services. We do not have control over the operations of the facilities of AWS that we use.
These recent developments require us to review and amend the legal mechanisms by which we make and/or receive personal data transfers to/in the U.S. and other countries outside of the EEA and UK, and create uncertainty and increase the risk around our international data transfers and operations.
These developments may require us to review and amend the legal mechanisms by which we make and/or receive personal data transfers to/in the U.S. and create uncertainty and increase the risk around our international data transfers and operations.
Furthermore, cyberattacks and security incidents are expected to accelerate in both frequency and impact as the use of AI increases and attackers become increasingly sophisticated and utilize tools and techniques that are designed to circumvent controls, avoid detection, and remove or obfuscate forensic evidence. 11 Any such incidents could expose us to claims, litigation, regulatory or other governmental investigations, enforcement actions, administrative fines and potential liability.
Furthermore, cyberattacks and security incidents are expected to accelerate in both frequency and impact as the use of AI increases and attackers become increasingly sophisticated and utilize tools and techniques that are designed to circumvent controls, avoid detection, and remove or obfuscate forensic evidence. 11 Any such incidents could expose us to claims, litigation (including class actions), regulatory or other governmental investigations, enforcement actions, administrative fines, significant liability, a diminished ability to retain or attract new customers, or disruption to our business.
Additionally, as we are no longer an emerging growth company and qualify as a large accelerated filer, we must include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm.
Additionally, as we qualify as a large accelerated filer, we must include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm.
We receive, collect, store, process, transfer and use personal data and other user data. The effectiveness of our technology, including our AI and platforms, and our ability to offer our platform to users rely on the collection, storage and use of this data concerning freelancers and other users, including personally identifying or other sensitive data.
The effectiveness of our technology, including our AI and platforms, and our ability to offer our platform to users rely on the collection, storage and use of this data concerning freelancers and other users, including personally identifying or other sensitive data.
Interpretations of existing legislation or the promulgation of new legislation could create the potential for added volatility in our provision for income taxes and might have an adverse impact on our future income tax provision and tax rate.
The effect of these tax laws on our operations and tax liabilities is unclear and could be material. Interpretations of existing legislation or the promulgation of new legislation could create the potential for added volatility in our provision for income taxes and might have an adverse impact on our future income tax provision and tax rate.
The success of any acquisition will depend upon several factors, including our ability to: identify and cost-effectively acquire businesses; integrate acquired user data, operations, products and technologies into our organization effectively; retain and motivate key personnel; and effectively retain acquired users. Any such acquisition may require a significant commitment of management time, capital investment and other resources.
The success of any acquisition will depend upon several factors, including our ability to: identify and cost-effectively acquire businesses; integrate acquired user data, operations, products and technologies into our organization effectively; retain and motivate key personnel; and effectively retain acquired users.
We have grown significantly in scale since inception, and we intend to continue to expand the scope and geographic reach of our platform. Our anticipated future growth will likely place significant demands on our management and operations.
Our business may suffer if we do not successfully manage our current and potential future growth. We have grown significantly in scale since inception, and we intend to continue to expand the scope and geographic reach of our platform. Potential future growth will likely place significant demands on our management and operations.
Once fully applicable, the EU AI Act and the EU Product Liability Directive will have a material impact on the way AI is regulated in the EU, and together with developing guidance and/or decisions in this area, likely to affect our use of AI and our ability to provide and to improve our services, require additional compliance measures and changes to our operations and processes, result in increased compliance costs and potential increases in civil claims against us, and could adversely affect our business, operations and financial condition.
Once fully applicable, the EU AI Act and the EU Product Liability Directive will have a material impact on the way AI is regulated in the EU, and together with developing guidance and/or decisions in this area, likely to affect our use of AI and our ability to provide and to improve our services, require additional compliance measures and changes to our operations and processes, result in increased compliance costs and potential increases in civil claims against us, and could adversely affect our business, operations and financial condition. 20 Additionally, the cost to comply with such laws, regulations, or decisions and/or guidance interpreting existing laws, could be significant and would increase our operating expenses (such as by imposing additional reporting obligations regarding our use of AI technologies).
In addition to fines, a breach of the GDPR may result in regulatory investigations, reputational damage, orders to cease/change our data processing activities, enforcement actions, assessment notices (for a compulsory audit) and/or civil claims (including class actions). We are taking steps to comply with the GDPR, but this is an ongoing compliance process.
In addition to fines, a breach of the GDPR may result in regulatory investigations, reputational damage, orders to cease/change our data processing activities, enforcement actions, assessment notices (for a compulsory audit) and/or civil claims (including class actions).
If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer.
Either of those outcomes could significantly increase our compliance costs and require substantial changes to our practices. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer.
Any compromise of our or our third-party partners’ security could result in a violation of applicable security, privacy or data protection, consumer and other laws, regulatory or other governmental investigations, enforcement actions and legal and financial exposure, including potential contractual liability, in all cases that may not always be limited to the amounts covered by our insurance.
Any compromise of our or our third-party partners’ security could result in a violation of applicable security, privacy or data protection, consumer and other laws, regulatory or other governmental investigations, enforcement actions and legal and financial exposure, including potential contractual liability.
Additionally, following the fall of the Assad regime in Syria, Israel has conducted limited military operations targeting the Syrian army, Iranian military assets and infrastructure linked to Hezbollah and other Iran-supported groups.
Additionally, following the fall of the Assad regime in Syria, Israel has conducted limited military operations targeting the Syrian army, Iranian military assets and infrastructure linked to Hezbollah and other Iran-supported groups. Iran itself directly entered the conflict, launching ballistic missile attacks against Israel in April 2024 and October 2024.
We are incorporated under Israeli law, and many of our employees, including our senior members of our management team, operate from our headquarters located in Israel. In addition, our officers and directors are residents of Israel.
We are incorporated under Israeli law, and many of our employees, including our senior members of our management team, operate from our headquarters located in Israel. In addition, our officers and directors are residents of Israel. Accordingly, our business and operations are directly affected by economic, political, geopolitical, and military conditions in Israel.
The Company’s ability to maintain and grow its business will be impaired if mobile connected devices, mobile operating systems, networks, standards and content distribution channels, which run by operating system providers and app stores, develop in ways that prevent the Company’s products and services from being delivered to their users.
The Company’s ability to maintain and grow its business will be impaired if mobile connected devices, mobile operating systems, networks, standards and content distribution channels, which run by operating system providers and app stores, develop in ways that prevent the Company’s products and services from being delivered to their users. 15 Parties that control operating systems, such as Apple or Google frequently introduce new technology, and from time to time, they may introduce new operating systems or modify existing ones.
During 2024, we incurred a $15.8 million operating loss, however, we achieved net income of $18.2 million and operating net cash flow of $83.1 million. We may not be able to generate sufficient revenue to sustain profitability, or positive net cash flow generated by operating activities.
During 2025, we incurred $1.2 million operating loss, achieved net income of $21.0 million and had operating net cash flow of $104.6 million. We may not be able to generate sufficient revenue to sustain profitability, or positive net cash flow generated by operating activities.
For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and could also make it more difficult for us to attract and retain qualified members of our board of directors.
For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and could also make it more difficult for us to attract and retain qualified members of our board of directors. 33 We continue to evaluate these rules and regulations and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.
The Network and Information Systems Directive II, or NIS2, came into force in January 2023, and building on the original Network and Information Systems Directive, or NIS1, aims to improve the cyber security and resilience capability of organisations that contribute towards critical national infrastructure by imposing obligations including cybersecurity risk management, incident reporting, management responsibilities and registration requirements on in-scope entities.
Failure to comply with the OSA can result in fines of up to 10% of total annual worldwide turnover or £18 million (whichever is greater). 19 The Network and Information Systems Directive II, or NIS2, came into force in January 2023, and building on the original Network and Information Systems Directive, or NIS1, aims to improve the cyber security and resilience capability of organizations that contribute towards critical national infrastructure by imposing obligations including cybersecurity risk management, incident reporting, management responsibilities and registration requirements on in-scope entities.
Buyers have similarly diverse options to find freelancers, such as engaging freelancers directly, finding freelancers through other online or offline platforms or through staffing firms and agencies or hiring temporary, full-time, or part-time employees.
Buyers have similarly diverse options to find freelancers, such as engaging freelancers directly, finding freelancers through other online or offline platforms or through staffing firms and agencies or hiring temporary, full-time, or part-time employees, or otherwise use AI technologies instead of simple and low-skilled services offered on our marketplace.
Amendment 13 of the Israeli Privacy Law, which will enter into effect in August 2025, will increase monetary sanctions significantly, that in certain cases may reach millions of NIS, for breaching the Israeli Privacy Law and will expand the Israeli Privacy Protection Authority investigation and enforcement authority. 13 Further, failure or perceived failure by us to comply with our posted privacy policies, our privacy-related obligations to users or other third parties, or any other legal obligations or regulatory requirements relating to privacy, data protection or information security may result in governmental investigations or enforcement actions, litigation, claims or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our users to lose trust in us, and otherwise materially and adversely affect our reputation and business.
Further, failure or perceived failure by us to comply with our posted privacy policies, our privacy-related obligations to users or other third parties, or any other legal obligations or regulatory requirements relating to privacy, data protection or information security may result in governmental investigations or enforcement actions, litigation, claims or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our users to lose trust in us, and otherwise materially and adversely affect our reputation and business.
In light of the foregoing, there can be no assurance that qualified employees will remain in our employ or that we will be able to attract and retain qualified personnel in the future.
In light of the foregoing, there can be no assurance that qualified employees will remain in our employ or that we will be able to attract and retain qualified personnel in the future. Failure to retain or attract qualified personnel could have a material adverse effect on our business, financial condition and results of operations.
We can provide no assurances as to the financial stability or viability of any counterparty under the Capped Call Transactions. Risks relating to our ordinary shares We may need to raise additional funds to finance our future capital needs, which may dilute the value of our outstanding ordinary shares or prevent us from growing our business.
Risks relating to our ordinary shares We may need to raise additional funds to finance our future capital needs, which may dilute the value of our outstanding ordinary shares or prevent us from growing our business.
As of December 31, 2024, we had 2,489,312 ordinary shares available for future grant under our share option plans and 5,284,820 ordinary shares were subject to share options and restricted share units that were granted by us. Of this amount, 1,166,183 options were vested and exercisable as of December 31, 2024.
As of December 31, 2025, we had 4,080,503 ordinary shares available for future grant under our share option plans and 4,472,059 ordinary shares were subject to share options and restricted share units that were granted by us. Of this amount, 2,162,314 options were vested and exercisable as of December 31, 2025.
In addition, there is current uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations, and tariffs and we cannot predict whether, and to what extent, U.S. trade policies will change in the future, including as a result of changes by the new U.S. presidential administration. 7 Our growth mainly depends on our ability to attract and retain a large community of buyers and freelancers, and the loss of our buyers and freelancers, or failure to attract new buyers and freelancers, could materially and adversely affect our business.
In addition, there is current uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations, and tariffs and we cannot predict whether, and to what extent, U.S. trade policies will change in the future, including as a result of changes by the U.S. administration.
For example, there is growing pressure in many jurisdictions and from multinational organizations such as the Organization for Economic Cooperation and Development, or the OECD, and the EU to amend existing international taxation rules in order to align the tax regimes with current global business practices.
As a result, policies regarding corporate income and other taxes in numerous jurisdictions are under heightened scrutiny and tax reform legislation is being proposed or enacted in a number of jurisdictions. 29 For example, there is growing pressure in many jurisdictions and from multinational organizations such as the Organization for Economic Cooperation and Development, or the OECD, and the EU to amend existing international taxation rules in order to align the tax regimes with current global business practices.
Key factors in attracting and retaining buyers include our ability to grow our brand awareness, attract and retain high-quality freelancers and increase the quantity and quality of services posted on our marketplace. A key factor in attracting and retaining freelancers, in turn, is maintaining and increasing the number of buyers using our platform.
Key factors in attracting and retaining buyers include our ability to go upmarket by offering complex high-skilled services in the marketplace, grow our brand awareness, attract and retain high-quality freelancers and increase the quantity and quality of services posted on our marketplace.
If search engines change or penalize us with their algorithms, terms of service, display or featuring of search results, we may be unable to cost-effectively drive users to our platform. Additionally, our competitors’ search engine optimization efforts may result in their websites receiving a higher search result page ranking than ours.
If search engines change or penalize us with their algorithms, terms of service, display or featuring of search results, we may be unable to cost-effectively drive users to our platform.
The Israeli Companies Law, 5759-1999, or the Companies Law, imposes restrictions on our ability to declare and pay dividends. Payment of dividends may also be subject to Israeli withholding taxes.
The Israeli Companies Law, 5759-1999, or the Companies Law, imposes restrictions on our ability to declare and pay dividends. Payment of dividends may also be subject to Israeli withholding taxes. See Item 10.E. “Taxation—Taxation and government programs—Israeli tax considerations and government programs” for more information.
Moreover, U.S. and other state laws, as well as other legal and regulatory developments across jurisdictions are making it easier for individuals protected by those laws to opt-out of having their personal data processed and disclosed to third parties through various opt-out mechanisms, and more generally, provide them more control of their data, which could result in an increase to our operational costs to ensure compliance with such legal and regulatory changes.
If one or more of our products, technologies, team members, third-party service providers, or customers or users were alleged or determined to have violated any biometric privacy law, we could be subject to enforcement actions, litigation, fines, penalties, adverse publicity, and loss of customers or users Moreover, U.S. and other state laws, as well as other legal and regulatory developments across jurisdictions are making it easier for individuals protected by those laws to opt-out of having their personal data processed and disclosed to third parties through various opt-out mechanisms, and more generally, provide them more control of their data, which could result in an increase to our operational costs to ensure compliance with such legal and regulatory changes.
It is difficult to assess if and to what extent such challenges, if raised, might impact our effective tax rate. 28 As progress on BEPS 2.0 advanced from 2019 into 2020, the world has been impacted by the COVID-19 pandemic and countries have begun to seek new sources of revenue.
As progress on BEPS 2.0 advanced from 2019 into 2020, the world has been impacted by the COVID-19 pandemic and countries have begun to seek new sources of revenue.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeData protection and cybersecurity We hold certain personal data of our users, including their name, username, email address, IP address, device identifiers, address, telephone number, photo, transactional data, consumption habits (such as purchase history), taxpayer information and forms, profession and education, location, authentication information (including copy of identification documents), social media account log in details and additional information regarding the use of Fiverr’s platform (such as published portfolio, Gig information, purchases, ratings and additional information the user decides to upload and share with us or other users of our platform), and may hold certain personal data of the visitors to our users’ websites.
Biggest changeIn addition, rising concern about the use of the Internet for illegal conduct, such as the unauthorized dissemination of national security information, money laundering or supporting terrorist activities may in the future produce legislation or other governmental action that could require changes to our products or services, restrict or impose additional costs upon the conduct of our business or cause users to abandon material aspects of our service. 51 Data protection and cybersecurity We hold certain personal data of our users, including their name, username, email address, IP address, device identifiers, address, telephone number, photo, transactional data, consumption habits (such as purchase history), taxpayer information and forms, profession and education, location, authentication information (including copy of identification documents), social media account log in details and additional information regarding the use of Fiverr’s platform (such as published portfolio, Gig information, purchases, ratings and additional information the user decides to upload and share with us or other users of our platform), and may hold certain personal data of the visitors to our users’ websites.
Our main competitors fall into the following categories: ● traditional contingent workforce and staffing service providers and other outsourcing providers; ● online freelancer platforms that serve a diverse range of skill categories; ● other online and offline providers of products and services that allow freelancers to find work or to advertise their services, including personal and professional social networks, employment marketplaces, recruiting websites, job boards, classified ads and other traditional means of finding work; 50 ● software and business services companies focused on talent acquisition, management, invoicing, or staffing management products and services; ● businesses that provide specialized, professional services, including consulting, accounting, marketing and information technology services; and ● software companies focused on providing technological solutions driven by AI.
Our main competitors fall into the following categories: ● traditional contingent workforce and staffing service providers and other outsourcing providers; ● online freelancer platforms that serve a diverse range of skill categories; ● other online and offline providers of products and services that allow freelancers to find work or to advertise their services, including personal and professional social networks, employment marketplaces, recruiting websites, job boards, classified ads and other traditional means of finding work; ● software and business services companies focused on talent acquisition, management, invoicing, or staffing management products and services; 50 ● businesses that provide specialized, professional services, including consulting, accounting, marketing and information technology services; and ● software companies focused on providing technological solutions driven by AI.
Our business is built at the cross-section of multiple secular trends. In an era where technology is changing every part of the economy, the majority of freelancing is still conducted offline in an opaque, old-schooled fashion. The shift from offline to online provides broader access to opportunities and a much more transparent and seamless experience to both talent and businesses.
Our business is built at the cross-section of multiple secular trends. In an era where technology is changing every part of the economy, the majority of freelancing is still conducted offline in an opaque, old-schooled fashion. First, the shift from offline to online provides broader access to opportunities and a much more transparent, seamless experience to both talent and businesses.
Packages are tiered as Basic, Standard and Premium, each with different levels of service such as different word counts for a translation, video lengths for a video edit or number of revisions for a logo design. We facilitate further customization through custom orders. A buyer can request a custom order through our platform with his or her unique requirements.
Packages are tiered as Basic, Standard and Premium, each with varying levels of service, such as different word counts for a translation, video lengths for a video edit, or number of revisions for a logo design. We facilitate further customization through custom orders. A buyer can request a custom order through our platform with his or her unique requirements.
Additional communication tools further enhance a seller’s ability to communicate with buyers as well as to collaborate on Gigs with other sellers. Our seller dashboard provides a unified work management interface that consolidates key information from our seller tools and performance metrics, allowing sellers to more effectively manage their business. 45 Analytics.
Additional communication tools further enhance a seller’s ability to communicate with buyers as well as to collaborate on Gigs with other sellers. Our seller dashboard provides a unified work management interface that consolidates key information from our seller tools and performance metrics, allowing sellers to more effectively manage their business. Analytics.
Sellers can manage their business from any browser or from our mobile apps. Seller onboarding. We have developed an automated onboarding process designed to educate and guide new sellers through the creation of their seller profile (their storefront), Gigs (the services they sell) and portfolio (a collection of their work samples).
Sellers can manage their business from any browser or from our mobile apps. 45 Seller onboarding. We have developed an automated onboarding process designed to educate and guide new sellers through the creation of their seller profile (their storefront), Gigs (the services they sell) and portfolio (a collection of their work samples).
C. Organizational Structure The legal name of our company is Fiverr International Ltd. and we are organized under the laws of the State of Israel. We have thirteen wholly-owned subsidiaries, as listed in Exhibit 8.1 to this Annual Report and is incorporated by reference into this Annual Report. 53 D.
C. Organizational Structure The legal name of our Company is Fiverr International Ltd. and we are organized under the laws of the State of Israel. We have thirteen wholly owned subsidiaries, as listed in Exhibit 8.1 to this Annual Report and is incorporated by reference into this Annual Report. D.
These include the necessity to have lawful basis for collecting, using, and processing personal data, ​​requirements in light of the transparency principle to tell our users how we may use their personal data, increased controls on profiling users, increased rights for users to access, control and delete their personal data and mandatory data breach notification requirements.
These include the necessity to have a lawful basis for collecting, using, and processing personal data, ​​requirements in light of the transparency principle to tell our users how we may use their personal data, increased controls on profiling users, increased rights for users to access control and delete their personal data, and mandatory data breach notification requirements.
During 2024, we continued with our four core pillars that outline some of the specific ways we are making positive change in the world and the key issues that we believe are important to our business and stakeholders. ● Creating fair economic and social opportunities: fostering a level playing field and providing economic and business opportunities for talent across the world; ● Marketplace integrity and ethics: holding high standards for quality and integrity in our marketplace; ● Empowering our people: building an inclusive workforce and company culture; and ● Climate change: reducing the carbon footprint by enabling remote work and driving responsible resource use.
During 2025, we continued with our four core pillars that outline some of the specific ways we are making positive change in the world and the key issues that we believe are important to our business and stakeholders. ● Creating fair economic and social opportunities: fostering a level playing field and providing economic and business opportunities for talent across the world; ● Marketplace integrity and ethics: holding high standards for quality and integrity in our marketplace; ● Empowering our people: building an inclusive workforce and company culture; and ● Climate change: reducing the carbon footprint by enabling remote work and driving responsible resource use.
The lease for these facilities expires in December 2026. We also lease offices in New York City and Orlando in the United States. We believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available to accommodate any expansion of our operations. Item 4A.
The lease for these facilities expires in December 2026. We also lease offices in New York City and Orlando in the United States. We believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available to accommodate any expansion of our operations.
Instead, they list the service on our marketplace with a well-defined scope, duration and price, and our proprietary technology directly matches them with buyers who are looking for the service they provide. As a result, sellers can list their Gigs on our marketplace and focus on the work they love doing while maximizing their earning potential. Flexibility and control.
Instead, they list the service on our marketplace with a well-defined scope, duration and price, and our proprietary technology directly matches them with buyers who are looking for the service they provide. As a result, sellers can list their Gigs on our marketplace and focus on the work they love doing while maximizing their earnings potential. Flexibility and control.
We take care of the entire buyer engagement, business development and marketing process for our sellers so they simply need to list their services on our marketplace and focus on the work they love to maximize their earning potential.
We take care of the entire buyer engagement, business development and marketing process for our sellers so they simply need to list their services on our marketplace and focus on the work they love to maximize their earnings potential.
Using either our search or navigation tools, buyers can easily compare and find talent and their service listings, and in turn purchase and fulfill their digital needs, ranging from simple services such as logo design and blog post writing, to complex services such as video creation, website development and social media marketing.
Using either our search or navigation tools, buyers can easily compare and find talent with their service listings. In turn they can purchase and fulfill their digital needs, ranging from simple services such as logo design and blog post writing, to complex services like video creation, website development and social media marketing.
Using our extensive data assets and our AI tools, we are able to continuously optimize our product search capabilities, personalize our user experience, refine our matching algorithm and monitor our service quality.
Using our extensive data assets and our AI technologies, we are able to continuously optimize our product search capabilities, personalize our user experience, refine our matching algorithm and monitor our service quality.
For a description of our principal capital expenditures and divestitures for the three years ended December 31, 2024 and for those currently in progress, see Item 5.
For a description of our principal capital expenditures and divestitures for the three years ended December 31, 2025, and for those currently in progress, see Item 5.
Compliance with these laws is constantly evolving, resource intensive and time consuming, and companies that do not comply with these laws may face significant liabilities. United States A number of new U.S. state data privacy laws, as well as legislative proposals pending before the U.S. Congress and various state legislative bodies, concerning data protection could affect us.
Compliance with these laws is constantly evolving, resource intensive and time consuming, and companies that do not comply with these laws may face significant liabilities. A number of new U.S. state data privacy laws, as well as current and future legislative proposals pending before the U.S. Congress and various state legislative bodies concerning data protection could affect us.
Case law and regulatory guidance has supplemented these requirements in numerous areas, particularly around international data transfers, imposing additional compliance costs and enforcement risk.
Case law and regulatory guidance have supplemented these requirements in numerous areas, particularly around international data transfers, imposing additional compliance costs and enforcement risk.
Who we serve Our buyers Our buyers include individuals and businesses of all sizes and from various industries. In the year ended December 31, 2024, we served 3.6 million annual active buyers from over 160 countries across the globe. Our value proposition to buyers Value for money.
Who we serve Our buyers Our buyers include individuals and businesses of all sizes and from various industries. In the year ended December 31, 2025, we served 3.1 million annual active buyers from over 160 countries across the globe. Our value proposition to buyers Value for money.
We are committed to build a long-term sustainable business that aligns our mission and business strategy with positive impacts to people, communities and our planet. Fiverr’s ESG approach and plan falls under the purview of our board of directors.
We are committed to building a long-term sustainable business that aligns our mission and business strategy with positive impacts to people, communities and our planet. Fiverr’s sustainability approach and plan falls under the purview of our board of directors.
The Israeli Privacy Protection Regulations (Data Security) 2017 govern how personal data is processed, stored, and secured. The Privacy Protection Authority (PPA) conducts periodic inspections on many different business sectors without any suspicion of a breach of the Israeli Privacy Law.
The Israeli Privacy Protection Regulations (Data Security) 2017 govern how personal data is processed, stored, and secured. The PPA may conduct periodic inspections on many different business sectors without any suspicion of a breach of the Israeli Privacy Law.
Access to an expansive catalog of digital services. Our catalog of digital services has hundreds of categories and continues to grow and evolve. Prices can range from $5 to thousands of dollars, depending on the scope and perceived quality of each individual Gig.
Access to an expansive catalog of digital services. Our catalog of digital services has hundreds of categories and continues to grow and evolve. Our freelancers set prices from $5 to thousands of dollars, depending on the scope and perceived quality of each individual Gig.
Seasonality Our business is subject to seasonality in two aspects. First, the activities on our marketplace fluctuates with the holiday schedules across the world. We typically see businesses and freelancers engage with each other more during work days and work hours, and less active during holiday season.
Seasonality Our business is subject to seasonality in two aspects. First, the activities on our marketplace fluctuate with the holiday schedules across the world. We typically see businesses and freelancers engage with each other more during workdays and work hours, and less during the holiday season.
Environmental, Social and Governance (ESG) Practices Fiverr was built with a defined purpose from day one to change how the world works together. We believe that our success can only be built alongside the success of our stakeholders, including our community, employees and shareholders.
Sustainability Practices Fiverr was built with a defined purpose from day one to change how the world works together. We believe that our success can only be built alongside the success of our stakeholders, including our community, employees and shareholders.
For example, certain state laws may be more stringent or broader in scope, or offer greater individual rights, with respect to personal data than federal, international or other state laws, and such laws may differ from each other, all of which may complicate compliance efforts. Europe We are subject to the GDPR.
For example, certain state laws may be more stringent or broader in scope, or offer greater individual rights, with respect to personal data than federal, international or other state laws, and such laws may differ from each other, all of which may complicate compliance efforts.
Over the years, we have expanded the offerings on our platform to not only enable buyers and sellers to transact on our marketplace, but also provide them with a number of value-added services to help them grow their business. Our revenue primarily comprises two components: marketplace revenue and service revenue.
Over the years, we have expanded the offerings on our platform to not only enable buyers and sellers to transact on our marketplace, but also provide them with a number of value-added services to help them grow their business.
We expect to continue to evolve our ESG strategy in the future as our ESG program matures. 51 Government legislation and regulation Actions of our users In many jurisdictions, including the United States and countries in Europe, laws relating to the liability of providers of online services for activities of their users and other third parties are currently being tested by a number of claims, including actions based on defamation, breach of data protection and privacy rights and other torts, unfair competition, copyright and trademark infringement and other theories based on the nature and content of the materials searched, the ads posted, or the content uploaded by users.
Government legislation and regulation Actions of our users In many jurisdictions, including the United States and countries in Europe, laws relating to the liability of providers of online services for activities of their users and other third parties are currently being tested by a number of claims, including actions based on defamation, breach of data protection and privacy rights and other torts, unfair competition, copyright and trademark infringement and other theories based on the nature and content of the materials searched, the ads posted, or the content uploaded by users.
Over the years, especially since we started investing in Fiverr Business Solutions and the introduction of LLM-based algorithms, we have expanded ways how buyers can express their needs and find talent that is tailored for their needs, including job postings with AI-assisted briefs and end-to-end project management services.
Over the years, especially since we started investing in Fiverr Pro and the introduction of LLM-based algorithms, we have expanded the ways in which buyers can express their needs and find talent that is tailored to them, including job postings with AI-assisted briefs and end-to-end project management services. Search and discovery.
Our 2023 ESG report details the progress we have achieved and our initiatives under each of the pillars above. We continue enhancing our ESG program from year to year and we have developed ESG-related key performance indicators and metrics for our reporting and to track our progress. For more information on our ESG-related activities, please visit our website at investors.fiverr.com/esg.
Our 2024 Impact Report details the progress we have achieved and our initiatives under each of the pillars above. We continue to enhance our sustainability program year over year and we have developed sustainability-related key performance indicators and metrics for our reporting and to track our progress. For more information on our sustainability-related activities, please visit our website at investors.fiverr.com/sustainability.
Most provisions of the DSA became applicable on February 17, 2024. The DSA focuses on creating a safer digital space, protecting fundamental rights of all users of digital services, and establishing a level playing field for businesses and consumers with regards to online platforms.
The DSA focuses on creating a safer digital space, protecting fundamental rights of all users of digital services, and establishing a level playing field for businesses and consumers with regards to online platforms.
Oversight of the Company’s risks, strategies, policies, programs and practices related to ESG matters is conducted by our nominating, environmental, social and governance committee, and our EVP and General Counsel and EVP of Strategic Finance lead the day-to-day management of ESG matters.
Oversight of the Company’s risks, strategies, policies, programs and practices related to sustainability matters is conducted by our nominating, environmental, social and governance committee, and our EVP and General Counsel and Chief Business Officer lead the day-to-day management of sustainability matters.
Once fully applicable, the EU AI Act, the EU Product Liability Directive and developing guidance and/or decisions in this area is likely to affect our use of AI and our ability to provide and to improve our services and may require additional compliance measures and changes to our operations and processes, resulting in increased compliance costs, potential increases in civil claims against us, and could adversely affect our business, operation and financial condition Digital Market and Consumer Protection On November 16, 2022 the DSA entered into force.
Once fully applicable, the EU AI Act, the EU Product Liability Directive and developing guidance and/or decisions in this area is likely to affect our use of AI and our ability to provide and to improve our services, and may require additional compliance measures and changes to our operations and processes, resulting in increased compliance costs, potential increases in civil claims against us, and could adversely affect our business, operations and financial condition.
In the year ended December 31, 2024, we generated services revenue of $88.4 million, representing 23% of our total revenue. Technology is at the core of everything we do.
In the year ended December 31, 2025, we generated services revenue of $133.4 million, representing approximately 31% of our total revenue. 38 Technology is at the core of everything we do.
In the years ended December 31, 2024, 2023 and 2022, our revenue was $391.5 million, $361.4 million and $337.4 million, respectively, an 8% and 7% increase, respectively, and we incurred net income (loss) of $18.2 million, $3.7 million and ($71.5) million, respectively. Geographically, the substantial majority of our revenue is generated from buyers in English speaking countries.
In the years ended December 31, 2025, 2024 and 2023, our revenue was $430.9 million, $391.5 million and $361.4 million, respectively, a 10.1% and 8.3% increase, respectively, and we generated net income of $21.0 million, $18.2 million and $3.7 million, respectively. Geographically, the substantial majority of our revenue is generated from buyers in English speaking countries.
The EU AI Act applies to companies that develop, use and/or provide AI in the EU and – depending on the AI use case – includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, accuracy, general purposes AI and foundation models and proposes fines for breach of up to 7% of worldwide annual turnover.
The EU AI Act includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, accuracy, general purposes AI and foundation models, and proposes fines for breach of up to the higher of EUR35,000,000 or 7% of worldwide annual turnover.
For example, over a dozen states have adopted or are considering new or modified privacy and security laws. This patchwork may also give rise to conflicts or differing views of personal privacy rights.
For example, numerous U.S. states have adopted or are considering data privacy and security laws. This patchwork may give rise to conflicts or differing views of personal privacy rights.
The more buyers come to our platform, the more opportunities we can create for talent on our marketplace, which in turn drives more talent and better talent to our marketplace, and enables our buyers to have access to a broader and higher quality talent pool. This strong flywheel of our two-sided marketplace establishes a key competitive moat for our business.
The more buyers come to our platform, the more opportunities we can create for talent, which in turn drives more and better talent to our marketplace, and enables our buyers to have access to a broader and higher quality talent pool.
We monitor our cloud infrastructure for malicious activity and unauthorized access, while analyzing and responding to threats. We utilize various safeguards and protection tools, managed by our in-house team and external consultants.
We monitor our cloud infrastructure for malicious activity and unauthorized access, while analyzing and responding to threats. We utilize various safeguards and protection tools, managed by our in-house team and external consultants. In addition, we conduct regular tests and scans to detect and mitigate possible known internal or external weaknesses in our systems.
We continuously invest in our technology and believe that our focus on innovation gives us a competitive advantage. The core pillars that support the foundation of our platform are: Digital services as products. At the core of our platform lies the challenge of productizing digital services and making them available on our e-commerce platform.
Technology is at the core of everything we do and is a key business asset and enabler. We continuously invest in our technology and believe that our focus on innovation gives us a competitive advantage. The core pillars that support the foundation of our platform are: Digital services as products.
Seller Plus subscribers have access to a dedicated customer success manager, advanced analytics features, faster payment clearance, customer engagement tools, and other exclusive benefits. 48 Learning and education.
Seller Plus subscribers have access to a dedicated customer success manager, advanced analytics features, faster payment clearance, customer engagement tools, and other exclusive benefits. Learning and education. We offer a vertically integrated learning environment designed to enhance seller proficiency and service quality across our marketplace.
Compliance with these laws is constantly evolving, resource intensive and time consuming, and companies that do not comply with these laws may face significant liabilities. 52 In the EU and UK, under national laws derived from the European ePrivacy Directive (Directive 2002/58/EC as amended by Directive 2009/136/EC), companies must, among other things, obtain consent to store information or access information already stored, on a user’s terminal equipment (e.g., computer or mobile device).
However, the proposal remains at an early stage of the EU legislative process. 52 In the EU and UK, under national laws derived from the European ePrivacy Directive (Directive 2002/58/EC as amended by Directive 2009/136/EC), companies must, among other things, obtain consent to store information or access information already stored, on a user’s terminal equipment (e.g., computer or mobile device).
Our online seller forum, offline community events and Fiverr Learn, our e-learning platform, provide additional channels for our sellers to further enhance their skills and build their personal brand and digital storefront with us. Business support infrastructure.
We enable our sellers to professionally showcase their services to buyers, establish a track record, develop a buyer base and build a professional reputation on our platform. Our online seller forum and offline community events provide additional channels for our sellers to further enhance their skills and build their personal brand and digital storefront with us. Business support infrastructure.
Our brand awareness and the virality of our solution has enabled us to acquire the majority of our new buyers through organic channels. That is complemented by highly effective performance marketing and brand investments across a variety of channels. We aim to acquire new buyers through the most efficient channels with the highest return on investment.
This strong flywheel of our two-sided marketplace establishes a key competitive moat for our business. 49 Our brand awareness and the virality of our solution has enabled us to acquire the majority of our new buyers through organic channels. That is complemented by highly effective performance marketing and brand investments across a variety of channels.
Intellectual property We design, test and update our website and apps regularly, and we have developed our proprietary solutions in-house. We have developed our infrastructure to be highly agile and scalable, allowing us to efficiently expand our platform and enter new market segments, without compromising quality.
We have developed our infrastructure to be highly agile and scalable, allowing us to efficiently expand our platform and enter new market segments, without compromising quality. Our continued success depends upon our ability to protect our core technology and intellectual property.
On our marketplace, buyers enjoy a personalized experience and direct interactions with our sellers. As part of our Gig concept, buyers purchase ‘Packages’ associated with each Gig.
We believe many of our buyers are motivated by more than simply price and convenience; we believe they also value uniqueness and authenticity. On our marketplace, buyers enjoy a personalized experience and direct interactions with our sellers. As part of our Gig concept, buyers purchase ‘Packages’ associated with each Gig.
Starting from August 2025, Amendment 13 will introduce stricter sanctions for non-compliance, potentially reaching millions of NIS. Numerous U.S. and foreign laws and regulations govern how we collect, use, disclose and otherwise process personal information, and certain of these laws and regulations have extraterritorial effect.
Numerous U.S. and foreign laws and regulations govern how we collect, use, disclose and otherwise process personal information, and certain of these laws and regulations have extraterritorial effect.
Third, the rapid advancement of technology, from social media and cloud computing to the latest wave of Generative AI, are creating new skills and demand for talent with new skills.
Third, the rapid advancement of technology, from social media and cloud computing to the latest wave of Generative AI, are creating new skills and demand for talent with new skills. Fiverr provides our customers with differentiated value propositions so that they can fulfill their digital service needs with unmatched speed and convenience.
Our continued success depends upon our ability to protect our core technology and intellectual property. We rely on a combination of confidentiality clauses, contractual commitments, trade secret protections, copyrights, trademarks and other legal rights to protect our intellectual property and know-how.
We rely on a combination of confidentiality clauses, contractual commitments, trade secret protections, copyrights, trademarks and other legal rights to protect our intellectual property and know-how. We enter into confidentiality and proprietary rights agreements with our employees, consultants and business partners, and we control access to and distribution of our proprietary information.
Our goal is to target individuals and teams who work in various business functions at companies of different sizes across different industries. Our unique SaaP model eliminates uncertainties and frictions and allows more autonomous purchasing decisions. As a result, we are able to convert buyer traffic coming from various channels in a highly effective and efficient manner.
Go-to-market We primarily grow our buyer base through performance marketing and brand investments using a bottom up approach. Our goal is to target individuals and teams who work in various business functions at companies of different sizes across different industries. Our unique SaaP model eliminates uncertainties and frictions and allows more autonomous purchasing decisions.
Our technology To help our buyers and sellers transact on our platform, we have built a modular and scalable technology platform that supports our business while protecting operational integrity and performance. Technology is at the core of everything we do and is a key business asset and enabler.
This internal knowledge base is designed to reduce onboarding friction and maximize the lifetime value of our seller community. 48 Our technology To help our buyers and sellers transact on our platform, we have built a modular and scalable technology platform that supports our business while protecting operational integrity and performance.
Scalable, modular and modern technology platform. Our platform is built as a collection of modules that can be individually modified or added without redeploying the entire code base.
Our innovative catalog of productized services allows us to create an e-commerce-like experience with digital services that include search, browse, compare and purchase functions. Scalable, modular and modern technology platform. Our platform is built as a collection of modules that can be individually modified or added without redeploying the entire code base.
In addition, by providing our buyers with a highly satisfactory experience, they continuously return to our platform and drive referrals.
As a result, we are able to convert buyer traffic coming from various channels in a highly effective and efficient manner. In addition, by providing our buyers with a highly satisfactory experience, they continuously return to our platform and drive referrals.
Since we are under the supervision of relevant data protection authorities in both the EEA and the UK, we may be fined under both the EU GDPR and UK GDPR for the same breach.
Since we are under the supervision of relevant data protection authorities in both the EEA and the UK, we may be fined under both the EU GDPR and UK GDPR for the same breach. Compliance with these laws is constantly evolving, resource intensive and time consuming, and companies that do not comply with these laws may face significant liabilities.
Our proprietary technology allows for turning non-SKU digital services into structured Gigs, enabling continuous and nimble category expansion. We are also developing depth for each category by developing attributes and experiences specific to each service category. Our innovative catalog of productized services allows us to create an e-commerce-like experience with digital services that includes search, browse, compare and purchase functions.
At the core of our platform lies the challenge of productizing digital services and making them available on our e-commerce platform. Our proprietary technology allows for turning non-SKU digital services into structured Gigs, enabling continuous and nimble category expansion. We are also developing depth for each category by developing attributes and experiences specific to each service category.
For example, Fiverr Ads is an advertising tool that allows sellers to promote their services on our platform. Seller Plus is a subscription program that equips sellers with advanced tools such as advanced analytics, advanced marketing capabilities, priority in customer support and access to success managers.
Seller Plus is a subscription program that equips sellers with advanced tools such as advanced analytics, advanced marketing capabilities, priority in customer support and access to success managers. AutoDS is an end-to-end dropshipping automation tool that allows our customers to track orders across channels, automate fulfillment and ultimately grow their e-commerce businesses.
Fiverr provides our customers with differentiated value propositions so that they can fulfill their digital service needs with unmatched speed and convenience. 38 As a marketplace, we succeed when our buyers and sellers succeed. Our buyers include businesses of all sizes, and our sellers are a diverse group of freelancers and agencies from over 160 countries.
As a marketplace, we succeed when our buyers and sellers succeed. Our buyers include businesses of all sizes, and our sellers are a diverse group of freelancers and agencies from over 160 countries.
We enter into confidentiality and proprietary rights agreements with our employees, consultants and business partners, and we control access to and distribution of our proprietary information. The Fiverr brand is central to our business strategy, and we believe that maintaining, protecting and enhancing the Fiverr brand is important to expanding our business.
The Fiverr brand is central to our business strategy, and we believe that maintaining, protecting and enhancing the Fiverr brand is important to expanding our business.
With each buyer interaction, our platform and machine learning algorithms enable us to offer more personalized recommendation carousels that are presented in relevant places along the buyer journey. Personalized options. We believe many of our buyers are motivated by more than simply price and convenience; we believe they also value uniqueness and authenticity.
Our search, browse and recommendation algorithms are designed to match each buyer’s search with the most relevant service and seller results. With each buyer interaction, our platform and machine learning algorithms enable us to offer more personalized recommendation carousels that are presented in relevant places along the buyer journey. Personalized options.
We also invest in building an infrastructure for international expansion that allows us to roll out six non-English websites and provide multilingual support to our users. Fiverr Business Solutions. We launched Fiverr Business Solutions to allow larger companies access and work with freelancers across multiple use cases and engagement scenarios.
We also invest in building an infrastructure for international expansion that allows us to roll out six non-English websites and provide multilingual support to our users. Fiverr Pro. We launched Fiverr Pro, our premium business solution that caters to larger customers, to provide a suite of advanced tools that highlight collaboration, management, and sourcing. Value-added services .
Each service includes the details of the service provided, the price, delivery timeframe and reviews from previous buyers, allowing buyers to make informed decisions based on their needs, budgets and tastes. Our search, browse and recommendation algorithms are designed to match each buyer’s search with the most relevant service and seller results.
Our SaaP model provides buyers access to an extensive catalog of services that they can compare and filter across parameters including service details, reviews and price. Each service includes the details of the service provided, the price, delivery timeframe and reviews from previous buyers, allowing buyers to make informed decisions based on their needs, budgets and tastes.
Neither the ESG Report nor the contents of our website are incorporated into this Annual Report.
Neither the Impact Report nor the contents of our website are incorporated into this Annual Report. We expect to continue to evolve our sustainability strategy in the future as our sustainability program matures.
Once they join, our goal is to demonstrate the value of our platform to our users in order to continuously increase each user’s lifetime value. We actively work to expand our wallet share by encouraging cross category purchasing, suggesting services appropriate for the respective business lifecycle and constantly improving how we match our buyer’s needs with our seller’s offerings.
We actively work to expand our wallet share by encouraging cross category purchasing, suggesting services appropriate for the respective business lifecycle, and constantly improving how we match our buyers needs with our sellers offerings. Intellectual property We design, test and update our website and apps regularly, and we have developed our proprietary solutions in-house.
AutoDS is an end-to-end dropshipping automation tool that allows our customers to track orders across channels, automate fulfillment and ultimately grow their e-commerce businesses. We also offer advanced financial tools such as faster withdrawal, local currency payout and cash advance to a select number of sellers.
Seller Plus, a subscription program that equips sellers with advanced tools, as well as AutoDS, an e-commerce solution that allows dropshipping customers to track orders across channels, automate fulfillment and ultimately grow their e-commerce businesses.
We have also developed multiple value-added products for our sellers to empower their entire freelance journey, including Fiverr Ads (formerly referred as Promoted Gigs) which allows sellers to advertise their services on our platform and Seller Plus, a subscription program that equips sellers with advanced tools, to name a few.
We have also developed multiple value-added products for our buyers and sellers to grow their business and be more successful, including Fiverr Ads, which allows sellers to advertise their services on our platform.
As a “database owner” under Israeli Privacy Law, we must comply with various obligations, including notifying data subjects about personal data collection and usage, obtaining informed consent, restrictions on cross-border data transfers, conditions and restrictions regarding direct mail, data subject rights, and meeting data security requirements.
Our obligations include notifying data subjects about personal data collection and usage, obtaining informed consent, restrictions on cross-border data transfers (including transfers outside of Israel and the handling of personal information transferred from the European Economic Area, or the “EEA”, and stored in databases located in Israel, or other personal information stored together with such data), conditions and restrictions regarding direct mail, data subject rights, and meeting data security requirements.
Fiverr Pro, our flagship product that caters to larger customers, provides a suite of advanced tools such as team accounts, reporting and budgeting tools and project management services. Value-added services . We offer an ecosystem of value-added services that empowers our buyers and sellers to grow their business and be more successful.
We offer an ecosystem of value-added services that empowers our buyers and sellers to grow their business and be more successful. For example, Fiverr Ads is an advertising tool that allows sellers to promote their services on our platform.
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In addition, we launched Fiverr Business Solutions, a comprehensive suite of professional solutions to enable larger businesses better engage with freelancers. This includes Fiverr Pro, our flagship product that caters to larger customers, provides a suite of advanced tools such as team accounts, reporting and budgeting tools and project management services.
Added
In recent years, we have leaned in on investments in going upmarket and expanding service revenues as key growth drivers for our business.
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We enable our sellers to professionally showcase their services to buyers, establish a track record, develop a buyer base and build a professional reputation on our platform.
Added
Fiverr Pro has over the years developed into a premium business solution that caters to larger customers on our marketplace, providing them with a premium catalog, tailored hiring services, as well as advanced tools such as team accounts.
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We continue to develop Fiverr Neo, our proprietary AI and LLM technology, to address critical friction points along the buyer journey. Search and discovery. Our SaaP model provides buyers access to an extensive catalog of services that they can compare and filter across parameters including service details, reviews and price.
Added
To support and strengthen AutoDS, we have also integrated Yaballe, an AI-powered lifecycle platform that automates the entire operation for dropshippers, into our expanding e-commerce ecosystem. In addition, we offer advanced financial tools such as faster withdrawal, local currency payout and cash advance to a select number of sellers.
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On our proprietary learning platform, we provide sellers access to an education center with comprehensive information on how to grow as a freelancer as well as become a more effective seller on Fiverr. We offer tutorials and materials on the use of Fiverr infrastructure tools, allowing sellers to get the most out of their experience on our platform.
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Through our proprietary education center, we provide freelancers with comprehensive resources focused on business development, gig optimization, and professional growth within the Fiverr ecosystem.
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This is supplemented by our Seller Help Center, which allows sellers to open tickets with customer support as well as access a comprehensive set of FAQs and how-to videos. We also provide access to a library of high quality educational content to help freelancers improve their skills and grow professionally.
Added
Looking ahead, we expect to continue strengthening our go-to-market capabilities as we go upmarket, including building scalable, repeatable growth engines that focus on driving high-skilled and complex services, and expanding into AI-native distribution environments.
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In addition, we conduct regular tests and scans to detect and mitigate possible known internal or external weaknesses in our systems. 49 Go-to-market We primarily grow our buyer base through performance marketing and brand investments using a bottom up approach.
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We aim to acquire new buyers through the most efficient channels with the highest return on investment. Once they join, our goal is to demonstrate the value of our platform to our users in order to continuously increase each user’s lifetime value.
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In addition, rising concern about the use of the Internet for illegal conduct, such as the unauthorized dissemination of national security information, money laundering or supporting terrorist activities may in the future produce legislation or other governmental action that could require changes to our products or services, restrict or impose additional costs upon the conduct of our business or cause users to abandon material aspects of our service.
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As a “database owner”, we are required to comply with the Israeli Privacy Law, its regulations, and the guidelines issued by the Israeli Privacy Protection Authority (PPA). These provisions govern the collection, use, retention, security, disclosure, transfer, and other processing of personal information.
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It establishes a comprehensive, risk-based governance framework for AI in the EU market.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

78 edited+14 added−31 removed36 unchanged
Biggest changeThe following tables set forth our results of operations in U.S. dollars and as a percentage of revenue for the periods indicated: Year ended December 31, 2024 2023 (in thousands ) Revenue $ 391,481 $ 361,375 Cost of revenue 70,566 61,846 Gross profit 320,915 299,529 Operating expenses: Research and development 90,241 90,720 Sales and marketing 171,678 161,208 General and administrative 74,814 62,710 Total operating expenses 336,733 314,638 Operating loss (15,818 ) (15,109 ) Financial income (expenses), net 27,706 20,163 Income before taxes on income 11,888 5,054 Tax benefit (taxes on income) 6,358 (1,373 ) Net Income $ 18,246 $ 3,681 59 Year ended December 31, 2024 2023 (as a% of revenue ) Revenue 100.0 % 100.0 % Cost of revenue 18.0 17.1 Gross profit 82.0 82.9 Operating expenses: Research and development 23.1 25.1 Sales and marketing 43.8 44.6 General and administrative 19.1 17.4 Total operating expenses 86.0 87.1 Operating loss (4.0 ) (4.2 ) Financial income (expenses), net 7.0 5.6 Income before taxes on income 3.0 1.4 Tax benefit (taxes on income) 1.6 (0.4 ) Net income 4.6 % 1.0 % Year ended December 31, 2024, compared to year ended December 31, 2023 Revenue Revenue increased by $30.1 million, or 8.3%, to $391.5 million for the year ended December 31, 2024, from $361.4 million for the year ended December 31, 2023.
Biggest change“ Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2024. 59 The following tables set forth our results of operations in U.S. dollars and as a percentage of revenue for the periods indicated: Year ended December 31, 2025 2024 (in thousands ) Revenue $ 430,909 $ 391,481 Cost of revenue 79,416 70,566 Gross profit 351,493 320,915 Operating expenses: Research and development 90,664 90,241 Sales and marketing 176,675 171,678 General and administrative 85,331 74,814 Total operating expenses 352,670 336,733 Operating loss (1,177 ) (15,818 ) Financial income and other, net 24,593 27,706 Income before taxes on income 23,416 11,888 Tax benefit (taxes on income) (2,433 ) 6,358 Net Income $ 20,983 $ 18,246 Year ended December 31, 2025 2024 (as a% of revenue ) Revenue 100.0 % 100.0 % Cost of revenue 18.4 18.0 Gross profit 81.6 82.0 Operating expenses: Research and development 21.0 23.1 Sales and marketing 41.0 43.8 General and administrative 19.8 19.1 Total operating expenses 81.8 86.0 Operating loss (0.2 ) (4.0 ) Financial income and other, net 5.7 7.0 Income before taxes on income 5.5 3.0 Tax benefit (taxes on income) (0.6 ) 1.6 Net income 4.9 % 4.6 % Year ended December 31, 2025, compared to year ended December 31, 2024 Revenue Revenue increased by $39.4 million, or 10.1%, to $430.9 million for the year ended December 31, 2025, from $391.5 million for the year ended December 31, 2024.
Adverse macroeconomic conditions, including recent inflation, slower growth, changes to fiscal and monetary policy, higher interest rates, and currency fluctuations have impacted companies in Israel and around the world, and as the future market conditions and possible recession remain highly uncertain, we cannot predict severity of the possible recession and its effects on our customers and their spending habits.
Adverse macroeconomic conditions, including recent inflation, slower growth, changes to fiscal and monetary policy, higher interest rates, and currency fluctuations have impacted companies in Israel and around the world, and as the future market conditions and possible recession remain highly uncertain, we cannot predict severity of a possible recession and its effects on our customers and their spending habits.
The critical accounting estimates that we believe have the most significant impact on our consolidated financial statements are discussed below. 64 Business combinations We account for business combinations in accordance with ASC 805, “Business Combination” and we allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values.
The critical accounting estimates that we believe have the most significant impact on our consolidated financial statements are discussed below. Business combinations We account for business combinations in accordance with ASC 805, “Business Combination” and we allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values.
These annual spend per buyer growth trends demonstrate our success in expanding upmarket by offering a broader set of digital services, increasing engagement and lifetime value of our buyers, and growing the number of higher value Gigs and higher quality sellers on our platform through targeted marketing efforts. 56 Key financial and operating metrics We monitor the following key financial and operating metrics to evaluate the growth of our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. ● “Annual active buyers ” means buyers who have ordered a Gig on the marketplace within the last 12-month period, irrespective of cancellations.
These annual spend per buyer growth trends demonstrate our success in expanding upmarket by offering a broader set of digital services, increasing engagement and lifetime value of our buyers, and growing the number of higher value Gigs and higher quality sellers on our platform through targeted marketing efforts. 57 Key financial and operating metrics We monitor the following key financial and operating metrics to evaluate the growth of our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. ● “Annual active buyers ” means buyers who have ordered a Gig on the marketplace within the last 12-month period, irrespective of cancellations.
The tax benefit relates to our activities in Israel, the United States, and other jurisdictions where we operate. It primarily consists of the appreciation of deferred tax assets resulting from the release of the valuation allowance. Additionally, taxes on income include amounts we either pay or accrue as a result of our global operations.
The tax benefit (taxes on income) relates to our activities in Israel, the United States, and other jurisdictions where we operate. Tax benefit primarily consists of the appreciation of deferred tax assets resulting from the release of the valuation allowance. Taxes on income include amounts we either pay or accrue as a result of our global operations.
Using either our search or navigation tools, buyers can easily compare and find talent and their service listings, and in turn purchase and fulfill their digital service needs, ranging from simple services such as logo design and blog post writing, to complex services such as video creation, website development and social media marketing.
Using either our search or navigation tools, buyers can easily compare and find talent and their service listings, and in turn purchase and fulfill their digital service needs, ranging from simple services such as logo design and blog post writing, to complex services such as video creation and social media marketing.
The majority of our new buyers in both 2024 and 2023 came from organic and direct sources, meaning buyers who reach our platform via non-paid search results, referrals by existing users, word-of-mouth, direct visits to our website by typing our URL into their browser, or our mobile app.
The majority of our new buyers in both 2025 and 2024 came from organic and direct sources, meaning buyers who reach our platform via non-paid search results, referrals by existing users, word-of-mouth, direct visits to our website by typing our URL into their browser, or our mobile app.
Historically, over the past eight quarters ending December 31, 2024, we have been able to consistently achieve tROI of six months or less. The second measure for our paid marketing efficiency is LTV/CAC, which is measured by the cumulative revenue to performance marketing investment ratio.
Historically, over the past eight quarters ending December 31, 2025, we have been able to consistently achieve tROI of six months or less. The second measure for our paid marketing efficiency is LTV/CAC, which is measured by the cumulative revenue to performance marketing investment ratio.
These value-added services in turn further deepen our customer relationship, build more loyalty around Fiverr’s overall platform, and strengthens our marketplace flywheel. We believe services revenue will increasingly become a bigger portion of our overall revenue mix and will serve as a strong growth driver for our business.
These value-added services in turn further deepen our customer relationship, build more loyalty around Fiverr’s overall platform, and strengthen our marketplace flywheel. We believe services revenue will increasingly become a bigger portion of our overall revenue mix and will serve as a strong growth driver for our business.
Historically on average, we have been able to achieve a three-year LTV/CAC ratio of over 3x for cohorts joined in 2021 or earlier. Moreover, the older cohorts continued to generate a consistent revenue to our platform beyond the first three years.
Historically on average, we have been able to achieve a three-year LTV/CAC ratio of over 3x for cohorts joined in 2022 or earlier. Moreover, the older cohorts continued to generate a consistent revenue to our platform beyond the first three years.
See also Item 3.D. “Risk Factors” – Adverse macroeconomic conditions can materially adversely affect the Company’s business, results of operations and financial condition, due to impacts on consumer and business spending and demand for our services.” E .
See also Item 3.D. “ Risk Factors” – Adverse macroeconomic conditions can materially adversely affect the Company’s business, results of operations and financial condition, due to impacts on consumer and business spending and demand for our services.” E.
Operating Results For a discussion of our results of operations for the year ended December 31, 2022, including a year-to-year comparison between 2023 and 2022, and a discussion of our liquidity and capital resources for the year ended December 31, 2022, refer to Item 5.
Operating Results For a discussion of our results of operations for the year ended December 31, 2023, including a year-to-year comparison between 2024 and 2023, and a discussion of our liquidity and capital resources for the year ended December 31, 2023, refer to Item 5.
The cohort behavior has since been largely normalized. 55 Marketplace revenue composition by annual cohort 2010-2024 Buyer acquisition strategy We continue to attract buyers through a variety of channels.
The cohort behavior has since been largely normalized. Marketplace revenue composition by annual cohort 2010-2025 Buyer acquisition strategy We continue to attract buyers through a variety of channels.
Large and strong buyer base Since founded in 2010, we have built a strong and loyal buyer base. As of December 31, 2024, the number of annual active buyers on our marketplace was 3.6 million. We have increasingly focused on growing buyers with bigger spending capacity and expanding our wallet share among them.
Large and strong buyer base Since founded in 2010, we have built a strong and loyal buyer base. As of December 31, 2025, the number of annual active buyers on our marketplace was 3.1 million. We are increasingly focused on growing buyers with bigger spending capacity and expanding our wallet share among them.
We generate services revenue from subscription products such as Seller Plus and AutoDS, advertising services primarily via Fiverr Ads, and other services such as financial or learning tools, all of which are optional value-added services to our customers. 54 For the years ended December 31, 2024, 2023 and 2022, our revenue was $391.5 million, $361.4 million and $337.4 million, respectively.
We generate services revenue from subscription products such as Seller Plus and AutoDS, advertising services primarily via Fiverr Ads, and other services such as financial or learning tools, all of which are optional value-added services to our customers. 55 For the years ended December 31, 2025, 2024 and 2023, our revenue was $430.9 million, $391.5 million and $361.4 million, respectively.
Our development strategy is focused on identifying updates and enhanced features for our existing offerings, developing new offerings that are tailored to our registered users’ needs and often arise out of their suggestions, and improving the performance of our platform. In 2024, research and development costs accounted for approximately 23.1% of our total revenue.
Our development strategy is focused on identifying updates and enhanced features for our existing offerings, developing new offerings that are tailored to our registered users’ needs and often arise out of their suggestions, and improving the performance of our platform. In 2025, research and development costs accounted for approximately 21.0% of our total revenue.
“ Purchases of Equity Securities by the Issuer and Affiliated Purchasers .” 61 We believe that our net cash generated from operating activities, along with existing cash, cash equivalents, marketable securities and bank deposits will be sufficient to fund our working capital and capital expenditures for at least the next 12 months.
“ Purchases of Equity Securities by the Issuer and Affiliated Purchasers .” We believe that our existing cash, cash equivalents, bank deposits, marketable securities and cash generated from operating activities will be sufficient to fund our working capital, capital expenditures and contractual obligations for at least the next 12 months.
As of December 31, 2024, and 2023 we had $689.3 million and $745.7 million, respectively, of cash, cash equivalents, bank deposits and marketable securities. In addition, we had restricted deposits related to the office space lease agreement of $1.3 million as of December 31, 2024, and 2023.
As of December 31, 2025, and 2024 we had $282.9 million and $689.3 million, respectively, in cash, cash equivalents, bank deposits and marketable securities. In addition, we had restricted deposits related to the office space lease agreement of $3.4 million and $1.3 million as of December 31, 2025, and 2024, respectively.
We assess our liquidity, in part, through an analysis of our working capital, current assets less current liabilities, together with other sources of liquidity. We had working capital of $71.1 million as of December 31, 2024, compared to $389.1 million as of December 31, 2023.
We assess our liquidity, in part, through an analysis of our working capital current assets less current liabilities, together with other sources of liquidity. Working capital was $231.8 million as of December 31, 2025, compared to $71.1 million as of December 31, 2024.
As of December 31, 2024, we had net operating loss carryforwards for Federal U.S. tax purposes in the amount of approximately $33.5 million, which are expected to be subject to certain limitations under Internal Revenue Code, or IRC, Section 382 following changes in control that occurred upon acquisition of ClearVoice, Working Not Working and CreativeLive.
As of December 31, 2025, we had net operating loss carryforwards for Federal U.S. tax purposes in the amount of approximately $23.1 million, some of which are expected to be subject to certain limitations under Internal Revenue Code, or IRC, Section 382 following changes in control that occurred upon acquisition of ClearVoice.
Financial income, net primarily include interest earned on cash and cash equivalents, deposits and marketable securities. In addition, amortization of discount and issuance costs of our Convertible Notes, exchange rate gains (losses) due to foreign exchange fluctuations and other financial expenses in connection with bank charges and long-term loan. 58 Tax benefit.
Financial income and other, net primarily include interest earned on cash and cash equivalents, deposits and marketable securities. In addition, amortization of discount and issuance costs of our Convertible Notes, exchange rate gains (losses) due to foreign exchange fluctuations, gain from sale of a subsidiary, and other financial expenses in connection with bank charges. Tax benefit (taxes on income) .
General and administrative expenses also include legal, accounting and other professional service fees, earn-out revaluation, other corporate expenses, as well as chargeback expenses and costs associated with fraud risk reduction, expenses related to allowance for doubtful accounts in the event of uncollectible account receivables balances and others. General and administrative expenses are expensed as incurred.
General and administrative expenses also include legal, accounting and other professional service fees, changes in the fair value of contingent consideration (earn-outs), chargeback expenses and costs associated with fraud risk reduction, expenses related to allowance for doubtful accounts in the event of uncollectible account receivables balances and others. General and administrative expenses are expensed as incurred.
Consistent cohort behavior Our business has historically benefited from strong cohort revenue consistency. To track our growth and the underlying dynamics of our business, we closely monitor and analyze the behavior of our annual buyer cohorts. We define an annual buyer cohort based on the year when the buyer’s first purchase on our platform was made.
To track our growth and the underlying dynamics of our business, we closely monitor and analyze the behavior of our annual buyer cohorts. We define an annual buyer cohort based on the year when the buyer’s first purchase on our platform was made. Historically, we have observed consistency across our annual buyer cohorts.
Cost of revenue is mainly comprised of expenses related to payment processing fees, server hosting fees, costs of customer support personnel, contractors services, amortization expenses associated with acquired intangible assets and capitalized internal-use software. Cost of revenue also consists of personnel and the related overhead costs, including share-based compensation.
Cost of revenue primarily consists of payment processing fees, server hosting costs, customer support personnel, contractors services, amortization of acquired intangible assets and capitalized internal-use software. Cost of revenue also includes personnel related costs and associated overhead, including share-based compensation.
Research and development costs are expensed as incurred, except to the extent that such costs are associated with internal-use software that qualifies for capitalization. We believe continued investments in research and development are important to attain our strategic objectives and we expect these costs to grow over time as we grow our business. D . Trend Information.
Research and development costs are expensed as incurred, except to the extent that such costs are associated with internal-use software that qualifies for capitalization. We believe continued investments in research and development are important to attain our strategic objectives and long-term growth. 63 D. Trend Information.
Our contractual obligations primarily consist of purchase obligations, lease payments, earn-out payments and convertible notes. For information regarding our other contractual obligations, refer to Note 11, 12 and 14 within our audited consolidated financial statements included in Item 18 of this Annual Report. The following table presents the summary consolidated cash flow information for the periods presented.
For information regarding our other contractual obligations, refer to Note 11, 12 and 13 within our audited consolidated financial statements included in Item 18 of this Annual Report. The following table presents the summary consolidated cash flow information for the periods presented.
This was primarily due to an increase of $3.9 million in amortization expenses associated with acquired intangible assets and capitalized internal-use software, an increase of $3.6 million in contractors’ services, an increase of $1.0 million in hosting costs and an increase of $0.6 million due to payments of processing fees.
The increase was primarily attributable to a $4.1 million in amortization expenses associated with acquired intangible assets and capitalized internal-use software, an increase of $3.6 million in contractors services, an increase of $1.6 million in hosting costs, an increase of $0.6 million due to payments of processing fees and an increase of $0.3 million in business technology services.
Our annual spend per buyer as of December 31, 2024, was $302, up 9% from $278 as of December 31, 2023. For the year ended December 31, 2024, buyers who spent over $500 accounted for 65% of our marketplace revenue, up from 64% for the year ended December 31, 2023.
Our annual spend per buyer as of December 31, 2025, was $342, up 13.3% from $302 as of December 31, 2024. For the year ended December 31, 2025, buyers who spent over $500 accounted for 66% of our marketplace revenue, up from 65% for the year ended December 31, 2024.
The slight increase in marketplace take rate was due to slight adjustments in fee structure on our marketplace. Cost of revenue Cost of revenue increased by $8.7 million, or 14.1%, to $70.6 million for the year ended December 31, 2024, from $61.8 million for the year ended December 31, 2023.
The slight increase in marketplace take rate was due to slight adjustments in fee structure on our marketplace. 60 Cost of revenue Cost of revenue increased by $8.8 million, or 12.5%, to $79.4 million for the year ended December 31, 2025, from $70.6 million for the year ended December 31, 2024.
As a result, for the year ended December 31, 2024, marketplace GMV was $1,097.6 million, down 2.0% and marketplace revenue was $303.1 million, down 1.3%, compared to the year ended December 31, 2023. Our marketplace take rate, defined by marketplace revenue divided by marketplace GMV was 27.6%, compared to 27.4% in 2023.
As a result, for the year ended December 31, 2025, marketplace GMV was $1,073.0 million, down 2.2% and marketplace revenue was $297.5 million, down 1.8%, compared to the year ended December 31, 2024. Our marketplace take rate, defined by marketplace revenue divided by marketplace GMV was 27.7%, compared to 27.6% in 2024.
Historically, we have observed consistency across our annual buyer cohorts. As shown in the figure below, the biggest fluctuation in spend of each cohort happens in the first two years and then starts to stabilize and contribute to a consistent stream of revenue for future years.
As shown in the figure below, the biggest fluctuation in spend of each cohort happens in the first two years and then starts to stabilize and contribute to a consistent stream of revenue for future years.
We have built Fiverr Pro, our flagship upmarket product, to enable these larger customers to access a fully-vetted talent pool, white-glove matching services, end-to-end project management services, as well as a suite of team collaboration, budget management, compliance and reporting tools. We have reached a significant scale since founded in 2010.
We have built Fiverr Pro, our flagship upmarket product, to enable these larger customers to access a fully-vetted talent pool, white-glove matching services, end-to-end project management services, as well as a suite of team collaboration, budget management, compliance and reporting tools. In 2025, we have seen increasingly diverging trends on our marketplace business.
The increase primarily resulted from $114.0 million proceeds from maturities of marketable securities, an increase of $105.0 million in bank deposits, an increase of $39.7 million in acquisitions of business activity, an increase of $1.1 million due to acquisition of intangible assets, an increase of $0.3 million related to purchase of property and equipment and capitalization of internal-use software and an increase of $0.3 in other receivables and non-current assets.
The change primarily resulted from an increase of $224.6 million proceeds from maturities and investments in marketable securities, an increase of $160.9 million in bank deposits, an increase of $19.6 million in acquisitions of business activity, an increase of $1.1 million due to acquisition of intangible assets, an increase of $0.8 million in sale of subsidiary, an increase of $0.3 million in other receivables and non-current assets and an increase of $0.1 million related to purchase of property and equipment and capitalization of internal-use software.
The decrease in GMV was driven from a 10% year-over-year decrease in annual active buyers, which was partially offset by a 9% increase in annual spend per buyer. Our marketplace take rate for the year ended December 31, 2024, was 27.6% compared to 27.4% for the year ended December 31, 2023 .
The decrease in GMV was driven by a 13.6% year-over-year decrease in annual active buyers, which was partially offset by a 13.3% increase in annual spend per buyer. Our marketplace take rate for the twelve months period ended December 31, 2025, was 27.7%, compared to 27.6% for the year ended December 31, 2024.
As of December 31, 2024, we utilized approximately $19.7 million of our carryforwards net operating loss for Israeli tax purposes. Additional $16.8 million is expected to be utilized over the term of 4 years.
As of December 31, 2025, we utilized approximately $4.2 million of our carryforwards net operating loss for Israeli tax purposes. Additional $12.6 million is expected to be utilized over the term of 3 years.
For the year ended December 31, 2024, our marketplace enabled a total transaction value, or marketplace GMV, of $1,097.6 million with an annual active buyer base of 3.6 million. Our revenue for the year ended December 31, 2024 was $391.5 million, including $303.1 million of marketplace revenue and $88.4 services revenue.
For the year ended December 31, 2025, our marketplace enabled a total transaction value, or marketplace GMV, of $1,073.0 million with an annual active buyer base of 3.1 million. Our revenue for the year ended December 31, 2025, was $430.9 million, including $297.5 million of marketplace revenue and $133.4 services revenue.
Our primary uses of cash from operating activities have been selling and marketing expenses, personnel and related overhead costs and other costs related to the provision of our business. We expect cash inflows from operating activities to be affected by revenue collection and interest rate.
Our primary uses of cash from operating activities have been selling and marketing expenses, personnel and related overhead costs, and other costs related to the provision of our business.
Sales and marketing expenses are primarily comprised of costs of the Company’s marketing personnel and the related overhead costs, including share-based compensation for employees engaged in sales, marketing, advertising and promotional activities. A significant component is performance marketing investments such as user acquisition costs, branding costs, marketing campaigns and other media advertisements costs, and amortization of acquired intangible assets.
Sales and marketing expenses primarily consist of personnel-related costs for employees engaged in sales, marketing, advertising and promotional activities, including salaries, benefits, share-based compensation and associated overhead. Sales and marketing expenses also include performance marketing costs, such as user acquisition costs, branding costs, marketing campaigns and other media advertisements costs, as well as amortization of acquired intangible assets.
Net cash provided by (used in) investing activities Net cash used in investing activities was ($28.8) million for the year ended December 31, 2024, an increase of $38.6 million compared to $9.8 million cash provided by for the year ended December 31, 2023.
Net cash provided by (used in) investing activities Net cash provided by investing activities was $378.6 million for the year ended December 31, 2025, a change of $407.4 million compared to ($28.8) million cash used in for the year ended December 31, 2024.
For the year ended December 31, 2024, repeat buyers contributed 68% of our revenue on our marketplace, up from 66% in the year ended December 31, 2023. We believe the repeat purchase activity from existing buyers reflects the underlying strength of our business and provides us with revenue visibility and predictability.
For the years ended December 31, 2025, and 2024, repeat buyers contributed 68% of our revenue on our marketplace. We believe the repeat purchase activity from existing buyers reflects the underlying strength of our business and provides us with revenue visibility and predictability. 56 Consistent cohort behavior Our business has historically benefited from strong cohort revenue consistency.
We are a party to contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the consolidated balance sheet as of December 31, 2024, while others are considered future commitments.
These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the consolidated balance sheet as of December 31, 2025, while others are considered future commitments. Our contractual obligations primarily consist of purchase obligations, lease payments and earn-out payments.
In 2024, the macroeconomic conditions including high inflation, high interest and volatile geopolitical environment has resulted in weak small to medium sized businesses, or SMB, sentiment and weak hiring demand across our industry.
The decrease in marketplace revenue was primarily driven by a decline in GMV. Recently, the macroeconomic conditions including high inflation, high interest and volatile geopolitical environment have resulted in weak small to medium sized businesses, or SMB, sentiment and weak hiring demand across our industry.
Sales and marketing expenses are expensed as incurred. We intend to continue to invest in our sales and marketing capabilities in the future to drive revenue growth and to continue to increase our brand awareness.
Sales and marketing expenses are expensed as incurred. We expect to continue to invest in our sales and marketing capabilities in the future to drive revenue growth and to continue to increase our brand awareness. Sales and marketing expenses, both in absolute dollars and as a percentage of revenue, may fluctuate from period to period.
The following table sets forth the geographic breakdown of revenues for the periods indicated: 2024 2023 2022 (in thousands ) U.S $ 191,705 $ 178,450 $ 172,704 Europe 104,319 95,593 84,484 Asia Pacific 60,912 54,400 48,585 Rest of the world 30,959 29,664 28,153 Israel 3,586 3,268 3,440 Total $ 391,481 $ 361,375 $ 337,366 57 The following table summarizes disaggregated revenue by marketplace revenue and services revenue for the years ended: 2024 2023 2022 (in thousands) Marketplace Revenue $ 303,069 $ 306,981 $ 296,263 Services Revenue 88,412 54,394 41,103 Total $ 391,481 $ 361,375 $ 337,366 Cost of revenue .
The following table sets forth the geographic breakdown of revenues for the periods indicated: 2025 2024 2023 (in thousands) U.S. $ 205,390 $ 191,705 $ 178,450 Europe 120,840 104,319 95,593 Asia Pacific 64,865 60,912 54,400 Rest of the world 34,480 30,959 29,664 Israel 5,334 3,586 3,268 Total $ 430,909 $ 391,481 $ 361,375 The following table summarizes disaggregated revenue by marketplace revenue and services revenue for the years ended: 2025 2024 2023 (in thousands) Marketplace Revenue $ 297,489 $ 303,069 $ 306,981 Services Revenue 133,420 88,412 54,394 Total $ 430,909 $ 391,481 $ 361,375 Cost of revenue .
General and administrative expenses primarily include overhead related costs, including share-based compensation of the Company’s executive, finance, legal, human resources and other administrative personnel.
General and administrative primarily consist of personnel-related costs for executive, finance, legal, human resources and other administrative functions, including salaries, benefits, share-based compensation and associated overhead.
Research and development personnel focus primarily on enhancing our technology, improving our products, and developing new products and solutions. We invest in research and development in order to enhance and expand our product and service offerings, tailor our marketing offering, and expand our registered user base.
We invest in research and development in order to enhance and expand our product and service offerings, tailor our marketing offering, and expand our registered user base.
The increase was mainly due to a $34.0 million increase in services revenue driven by our expansion of value-added services including advertising, subscriptions and software offerings. For the year ended December 31, 2024, services revenue was $88.4 million, representing a year-over-year growth of 62.5%. In 2024, services revenue represents 22.6% of our total revenue, up from 15.1% in 2023.
The increase was mainly due to a $45.0 million increase in services revenue driven by our expansion of value-added services including advertising, subscriptions and software offerings. For the year ended December 31, 2025, services revenue was $133.4 million, representing a year-over-year growth of 50.9%.
Subsequent to the acquisition date, at each reporting period until the contingencies are resolved, the earn-out is remeasured at current fair value with changes recorded in our consolidated statements of operations. Changes in any of the inputs may result in a significant fair value adjustment.
Subsequent to the acquisition date, at each reporting period until the contingencies are resolved, the earn-out is remeasured at current fair value with changes recorded in our consolidated statements of operations. The fair value of the earn-out is sensitive to changes in key assumptions, and modifications to those inputs could materially impact the amount recorded. 64
This was partially offset by a decrease of $0.4 million in other related costs. Research and development Research and development costs decreased by $0.5 million, or 0.5%, to $90.2 million for the year ended December 31, 2024, from $90.7 million for the year ended December 31, 2023.
These increases were partially offset by a decrease of $0.9 million in shared-based compensation expenses and a decrease of $0.5 million in employee-related costs. Research and development Research and development costs increased by $0.5 million, or 0.5%, to $90.7 million for the year ended December 31, 2025, from $90.2 million for the year ended December 31, 2024.
Our capital expenditures for fiscal years 2024, 2023 and 2022 amounted to $1.4 million, $1.1 million and $2.2 million, respectively. Our capital expenditures consist primarily of investments in leasehold improvements for our office space, purchases of furniture, computers and related equipment and internal-use software costs. We may also seek to invest in or acquire complementary businesses or technologies.
Our capital expenditures consist primarily of investments in leasehold improvements for our office space, purchases of furniture, computers and related equipment and internal-use software costs. We may also seek to invest in or acquire complementary businesses or technologies. We are a party to contractual obligations involving commitments to make payments to third parties.
Marketplace revenue includes transaction commissions paid by buyers and sellers based on orders completed on our marketplace. Service revenue is revenue from optional value-added services that we provide to our buyers and sellers, including subscription products such as Seller Plus and AutoDS, advertising services primarily via Fiverr Ads, and other services such as financial or learning tools.
Service revenue is revenue from optional value-added services that we provide to our buyers and sellers, including Fiverr Ads, Seller Plus, AutoDS and other services such as financial or learning tools. Geographic Breakdown of Revenues .
The change primarily resulted from a decrease of $12.2 million due to one time escrow payment related to contingent consideration, a decrease of $11.1 million in working capital changes derived mainly from other receivables, deferred revenue, accrued expenses and other liabilities and a decrease of $4.0 million in amortization of premium and accretion of discount on marketable securities.
The change primarily resulted from an increase of $2.7 million in net income in 2025, an increase of $15.5 million in working capital changes derived mainly from deferred tax assets, other receivables, deferred revenue, accrued expenses and other liabilities, an increase of $10.5 million in revaluation and payment of earn-out, an increase of $6.4 million in one time escrow payment related to contingent consideration, an increase of $4.2 million in depreciation and amortization, and increase of $3.6 million in amortization of premium and accretion of discount on marketable securities and an increase of $2.4 million in impairment of intangible assets.
This was partially offset by a decrease of $0.8 million in seller protection expenses, user compensation, anti-fraud technology tools and other related expenses. Financial income (expenses), net Financial income (expenses), net, amounted to $27.7 million for the year ended December 31, 2024, compared to financial income (expenses), net, amounted to $20.2 million for the year ended December 31, 2023.
This was partially offset by a decrease of $4.9 million in share-based compensation expenses. Financial income and other, net Financial income and other, net, amounted to $24.6 million for the year ended December 31, 2025, compared to financial income and other, net, amounted to $27.7 million for the year ended December 31, 2024.
At the same time, we are experiencing industry wide headwinds in terms of weak SMB sentiment and slow hiring demand. These factors have resulted in smaller cohorts in recent years in terms of number of new buyers, but higher quality cohorts in terms of average annual spend per buyer.
At the same time, the number of active buyers on our platform is impacted by the continued weakness in SMB sentiment and hiring demand, and the decline in low-skilled, simple services. These factors have resulted in smaller cohorts in recent years in terms of number of new buyers, but higher quality cohorts in terms of average annual spend per buyer.
We believe our marketplace take rate is sustainable and reflects our competitive advantage against our competitors. We have grown services revenue significantly over the past few years. For the year ended December 31, 2024, services revenue was $88.4 million, representing year-over-year growth of 62.5%. In 2024, services revenue represented 22.6% of our total revenue, up from 15.1% in 2023.
We believe our marketplace take rate is sustainable and reflects our competitive advantage against our competitors. We have grown services revenue significantly over the past few years, including the expansion of Fiverr Ads, Seller Plus and AutoDS. For the year ended December 31, 2025, services revenue was $133.4 million, representing year-over-year growth of 50.9%.
Gross profit and gross margin. Our gross profit and gross margin may fluctuate from period to period. Such fluctuations may be influenced by our revenue, processing fees, timing and amount of investments to expand hosting capacity, our continued investments in our customer support teams and the amortization associated with capitalized internal-use software and acquired intangible assets. Research and development.
Such fluctuations may be influenced by our revenue, processing fees, timing and amount of investments in technology infrastructure, including AI capabilities. Gross margin may also be impacted by continued investments in customer support and trust and safety operations, as well as amortization expense associated with capitalized internal-use software and acquired intangible assets. 58 Research and development.
The increase primarily resulted from a $100.1 million increase related to repurchases of ordinary shares, an increase of $4.4 million related to payment of earn-out and an increase of $4.0 million related to repayment of debt to previous shareholders of the acquired business.
This was partially offset by a decrease of $67.6 million in repurchases of ordinary shares, a decrease of $4.0 million related to repayment of debt to previous shareholders of the acquired business and a decrease of $1.9 million related to payment of earn-out.
The change is primarily driven by the reclassification of our Convertible Notes to short-term liability, partially offset by investment in short-term securities. On April 1, 2024, our board of directors approved a "distribution", as defined in the Israeli Companies Law, 1999, by way of repurchase (buyback) of the Company’s ordinary shares in a total amount of up to $100 million.
On April 1, 2024, our board of directors approved a “distribution”, as defined in the Israeli Companies Law, 1999, by way of repurchase (buyback) of the Company’s ordinary shares in a total amount of up to $100 million. Accordingly, during 2024, we repurchased ordinary shares of the Company for approximately $100 million in cash.
The change was mainly driven by an increase of $8.2 million in interest income earned from our cash and investment portfolio. This was partially offset by a decrease of $0.7 million due to foreign exchange fluctuations and bank fees. Tax benefit (taxes on income) Tax benefit increased by $7.7 million for the year ended December 31, 2024.
The change was mainly driven by a decrease of $3.9 million in interest income earned from our cash and investment portfolio and a decrease of $0.4 million due to foreign exchange fluctuations and bank fees.
This was partially offset by an increase of $1.6 million in business technology services, an increase of $1.0 million in contractors’ services and an increase of $0.8 million in facilities maintenance and related operational costs. 60 Sales and marketing Sales and marketing expenses increased by $10.5 million, or 6.5%, to $171.7 million for the year ended December 31, 2024 from $161.2 million for the year ended December 31, 2023.
This was partially offset by a decrease of $9.1 million in shared-based compensation expenses. Sales and marketing Sales and marketing expenses increased by $5.0 million, or 2.9%, to $176.7 million for the year ended December 31, 2025, from $171.7 million for the year ended December 31, 2024.
Our marketable securities amounted to $411.0 million and $476.1 million as of December 31, 2024, and 2023. Marketable securities are comprised of treasury, corporate and municipal bonds. Our primary requirements for liquidity and capital resources are to finance working capital, capital expenditures and general corporate purposes.
Marketable securities totaled to $117.7 million and $411.0 million as of December 31, 2025, and 2024, respectively and consisted of treasury, corporate and municipal bonds. Our primary liquidity needs are to fund working capital, capital expenditures, share repurchases, strategic acquisitions and other general corporate purposes.
Year ended December 31, 2024 2023 (in thousands ) Net cash provided by operating activities $ 83,068 $ 83,186 Net cash provided by (used in) investing activities $ (23,818 ) $ 9,776 Net cash provided by (used in) financing activities $ (104,222 ) $ 2,852 Net cash provided by operating activities Net cash provided by operating activities primarily resulting from our revenue cash collection and interest income earned from our cash and investment portfolio.
Year ended December 31, 2025 2024 (in thousands) Net cash provided by operating activities $ 104,589 $ 83,068 Net cash provided by (used in) investing activities $ 378,607 $ (28,818 ) Net cash used in financing activities $ (491,797 ) $ (104,222 ) 62 Net cash provided by operating activities Net cash provided by operating activities has primarily resulted from cash collections from revenue and interest income earned on our cash and investment portfolio, cash inflows from operating activities are primarily affected by the timing of revenue collections and interest rates.
The following table sets forth our key performance indicators as of December 31, 2024 and 2023: As of December 31, 2024 2023 2022 Annual active buyers (in thousands) 3,630 4,027 4,201 Annual spend per buyer $ 302 $ 278 $ 261 The Company is updating the definitions of certain of its key financial and operating metrics, including annual active buyers and annual spend per buyer to align with our supplemental revenue presentation, which disaggregates revenue into two components, marketplace revenue and services revenue.
The following table sets forth our key performance indicators as of December 31, 2025, 2024 and 2023: As of December 31, 2025 2024 2023 Annual active buyers (in thousands) 3,135 3,630 4,027 Annual spend per buyer $ 342 $ 302 $ 278 Components of our results of operations Revenue.
Accordingly, during 2024, we repurchased ordinary shares of the Company for approximately $100 million in cash. For more information regarding the repurchase, see Item 16.E.
On March 10, 2025, our board of directors approved another “distribution” by way of repurchase (buyback) of the Company’s ordinary shares in a total amount of up to $100 million. Accordingly, during 2025, we repurchased ordinary shares of the Company for approximately $32.5 million in cash. For more information regarding the repurchase, see Item 16.E.
This increase was primarily due to release of valuation allowance in the amount of $15.8 million and an increase of $0.7 million due to reversal of deferred taxes income on acquired intangible assets. This was partially offset by an increase of $7.4 million related to current taxes and an increase of $1.4 million related to uncertain tax provision. B .
The increase was primarily driven by an $11.3 million net change in deferred taxes, mainly attributable to a $10.1 million decrease in the valuation allowance release and other changes. This increase was partially offset by a $1.8 million decrease in current taxes and a $0.7 million decrease related to uncertain tax positions. 61 B.
General and administrative General and administrative expenses increased by $12.1 million, or 19.3%, to $74.8 million for the year ended December 31, 2024 from $62.7 million for the year ended December 31, 2023.
This was partially offset by a decrease of $7.5 million in share-based compensation expenses and a decrease of $5.6 million in employee-related costs. General and administrative General and administrative expenses increased by $10.5 million, or 14.1%, to $85.3 million for the year ended December 31, 2025, from $74.8 million for the year ended December 31, 2024.
Research and development expenses are primarily comprised of costs of the Company’s research and development personnel, related overhead costs, including share-based compensation, development related activities expenses including new initiatives, professional services and other business technology services. Research and development costs are expensed as incurred, except to the extent that such costs are associated with internal-use software that qualifies for capitalization.
Research and development expenses primarily consist of personnel-related costs for our research and development teams, including salaries, benefits, share-based compensation and associated overhead, as well as costs related to product development initiatives, professional services and business technology services.
This was partially offset by a decrease of $221.8 million due to investments in marketable securities. 62 Net cash provided by (used in) financing activities Net cash used in financing activities was ($104.2) million for the year ended December 31, 2024, an increase of $107.1 million from $2.9 million cash provided by for the year ended December 31, 2023.
Net cash used in financing activities Net cash used in financing activities was ($491.8) million for the year ended December 31, 2025, a change of $387.6 million from ($104.2) million cash used in for the year ended December 31, 2024.
These metrics will now exclusively reflect the marketplace, as amounts related to services previously included in these metrics are deemed immaterial. Components of our results of operations Revenue. Starting with the year ended December 31, 2024, we have begun categorizing our revenues into marketplace revenue and services revenue to enhance transparency in our financial reporting.
Starting with the year ended December 31, 2024, we have begun categorizing our revenues into marketplace revenue and services revenue to enhance transparency in our financial reporting. Marketplace revenue includes transaction commissions paid by buyers and sellers based on orders completed on our marketplace.
Additionally, we had net operating loss carryforwards for State U.S. tax purposes in the amount of approximately $14.6 million. For more information regarding the tax benefits available to us, see Item 10.E. “Taxation.” A .
For more information regarding the tax benefits available to us, see Item 10.E. “ Taxation .” A.
In 2024, the macroeconomic conditions including high inflation, high interest and volatile geopolitical environment has resulted in weak small to medium sized businesses, or SMB, sentiment and weak hiring demand across our industry. As a result, for the year ended December 31, 2024, marketplace GMV was $1,097.6 million, down 2.0% year-over-year.
Since 2024, the macroeconomic conditions including high inflation, high interest and volatile geopolitical environment have resulted in weak small to medium sized businesses, or SMB, sentiment and weak hiring demand across our industry. We have also seen the increasing adoption of AI technologies drives diverging trend between high- and low-skilled services.
We expect cash outflows from operating activities to be affected by increases in marketing and increases in personnel costs as we grow our business. Net cash provided by operating activities was $83.1 million for the year ended December 31, 2024, a decrease of $0.1 million compared to $83.2 million for the year ended December 31, 2023.
Net cash provided by operating activities was $104.6 million for the year ended December 31, 2025, an increase of $21.5 million compared to $83.1 million for the year ended December 31, 2024.
This was partially offset by $0.8 million in proceeds from withholding tax related to employees’ exercises of share options and RSU’s and an additional offset of $0.6 million in proceeds from exercise of share options.
The change primarily resulted from an increase of $460.0 million in repayment of convertible notes at maturity and an increase of $1.1 million in proceeds from withholding tax related to employees’ exercises of share options and RSUs.
Our research and development activities are primarily located in Israel, with additional employees and contractors engaged in research and development activities for us in the US and Ukraine. Research and development expenses are primarily comprised of costs of our research and development personnel and other development-related expenses.
Bank National Association, as trustee. On November 3, 2025, the Convertible Notes were repaid after reaching maturity. C. Research and Development, Patents and Licenses, Etc. Our research and development activities are primarily located in Israel, with additional employees and contractors engaged in research and development activities for us in the US and Europe.
For the year ended December 31, 2024, marketplace revenue was $303.1 million, down 1.3% from 2023. The decrease in marketplace revenue was driven by a decrease in GMV.
For the year ended December 31, 2025, services revenue represents 31.0% of our total revenue, up from 22.6% compared to the year ended December 31, 2024. For the year ended December 31, 2025, marketplace revenue was $297.5 million, down 1.8% compared to the year ended December 31, 2024.
This increase was primarily due to $6.1 million in shared-based compensation, an increase of $4.3 million due to earn-out revaluation and acquisition related costs, an increase of $1.3 million in contractors’ services, an increase of $0.6 million in accounting and legal expenses, and an increase of $0.6 on credit loss allowance.
The increase was primarily attributable to an increase of $2.6 million in contractors’ services, an increase of $2.2 million in restructuring costs, an increase of $1.9 million in employee related costs, an increase of $1.8 million in business technology services, an increase of $0.4 million in depreciation and amortization, an increase of $0.4 million in facilities maintenance and related operational costs and an increase of $0.3 million in hosting costs.
Sales and marketing expenses in absolute dollars and as a percentage of total revenue may fluctuate from period-to-period based on total revenue levels and the timing of our investments in our sales and marketing functions as these investments may vary in scope and scale over future periods. General and administrative.
The level of these expenses will depend on factors such as timing, effectiveness and optimization of our marketing investments, customer acquisition costs, and changes in the scope and scale of our sales and marketing initiatives. General and administrative.
We believe continued investments in research and development are important to attain our strategic objectives and we expect these costs to grow over time as we grow our business. Sales and marketing.
Research and development costs are expensed as incurred, except to the extent that such costs are associated with internal-use software that qualifies for capitalization. Research and development expenses may fluctuate from period to period given our strategic priorities. We believe continued investments in research and development are important to support our strategic objectives and long-term growth. Sales and marketing.
Removed
We expect cost of revenue to increase in absolute dollars in future periods due to higher payment processing fees, server hosting fees, payments to contractors services and employee-related costs that are required to support additional transaction volume on our platform. The level and timing of all of these items could fluctuate and affect our cost of revenue in the future.
Added
On one hand, the growth of artificial intelligence has created many new AI-related service categories and significantly expanded our customers’ needs for high-skilled and complex services. On the other hand, the adoption of AI tools in the broader market has also created headwinds for simple and low-skilled services on our marketplace.

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Item 6. [Reserved]

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

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Biggest changeThe compensation policy must furthermore consider the following additional factors: ● the education, skills, experience, expertise and accomplishments of the relevant office holder; ● the office holder’s position, responsibilities and prior compensation agreements with him or her; ● the ratio between the cost of the terms of employment of an office holder and the cost of the employment of other employees of the company, including employees employed through contractors who provide services to the company, in particular the ratio between such cost to the average and median salary of such employees of the company, as well as the impact of disparities between them on the work relationships in the company; ● if the terms of employment include variable components—the possibility of reducing variable components at the discretion of the board of directors and the possibility of setting a limit on the value of non-cash variable equity-based components; and ● if the terms of employment include severance compensation—the term of employment or office of the office holder, the terms of his or her compensation during such period, the company’s performance during such period, his or her individual contribution to the achievement of the company goals and the maximization of its profits and the circumstances under which he or she is leaving the company. 76 The compensation policy must also include, among other features: ● with regards to variable components: ● with the exception of office holders who report directly to the chief executive officer, determining the variable components on long-term performance basis and on measurable criteria; however, the company may determine that an immaterial part of the variable components of the compensation package of an office holder shall be awarded based on non-measurable criteria, if such amount is not higher than three monthly salaries per annum, while taking into account such office holder’s contribution to the company; ● the ratio between variable and fixed components, as well as the limit of the values of variable components at the time of their payment, or in the case of equity-based compensation, at the time of grant; ● a condition under which the office holder will return to the company, according to conditions to be set forth in the compensation policy, any amounts paid as part of his or her terms of employment, if such amounts were paid based on information later discovered to be wrong, and such information was restated in the company’s financial statements; ● the minimum holding or vesting period of variable equity-based components to be set in the terms of office or employment, as applicable, while taking into consideration long-term incentives; and ● a limit to retirement grants.
Biggest changeThe compensation policy must also include, among other features: ● with regards to variable components: ● with the exception of office holders who report directly to the chief executive officer, determining the variable components on long-term performance basis and on measurable criteria; however, the company may determine that an immaterial part of the variable components of the compensation package of an office holder shall be awarded based on non-measurable criteria, if such amount is not higher than three monthly salaries per annum, while taking into account such office holder’s contribution to the company; ● the ratio between variable and fixed components, as well as the limit of the values of variable components at the time of their payment, or in the case of equity-based compensation, at the time of grant; ● a condition under which the office holder will return to the company, according to conditions to be set forth in the compensation policy, any amounts paid as part of his or her terms of employment, if such amounts were paid based on information later discovered to be wrong, and such information was restated in the company’s financial statements; ● the minimum holding or vesting period of variable equity-based components to be set in the terms of office or employment, as applicable, while taking into consideration long-term incentives; and ● a limit to retirement grants.
Share Ownership For information regarding the share ownership of directors and officers, see Item 7.A. “ Major Shareholders and Related Party Transactions—Major Shareholders. ” For information as to our equity incentive plans, see Item 6.B. “ Directors, Senior Management and Employees—Compensation—Share Option Plans. ” F . Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation. None. Item 7 .
Share Ownership For information regarding the share ownership of directors and officers, see Item 7.A. “ Major Shareholders and Related Party Transactions—Major Shareholders. ” For information as to our equity incentive plans, see Item 6.B. “ Directors, Senior Management and Employees—Compensation—Share Option Plans. ” F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation. None.
However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the above-mentioned events and amount or criteria; ● reasonable litigation expenses, including attorneys’ fees, incurred by the office holder (1) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability, such as a criminal penalty, was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent and (2) in connection with a monetary sanction; ● reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third-party or in connection with criminal proceedings in which the office holder was acquitted or as a result of a conviction for 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 certain compensation payments made to an injured party imposed on an office holder by an administrative proceeding, pursuant to certain provisions of the Israeli Securities Law, 1968, or the Israeli Securities Law.
However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the above-mentioned events and amount or criteria; ● reasonable litigation expenses, including attorneys’ fees, incurred by the office holder (1) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability, such as a criminal penalty, was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent and (2) in connection with a monetary sanction; 79 ● reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third-party or in connection with criminal proceedings in which the office holder was acquitted or as a result of a conviction for 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 certain compensation payments made to an injured party imposed on an office holder by an administrative proceeding, pursuant to certain provisions of the Israeli Securities Law, 1968, or the Israeli Securities Law.
We pay each of our non-employee directors who (i) either joined our board of directors following our initial public offering or otherwise will join our board of directors in the future, or (ii) serves or will serve in the future on a board of directors committee, each (i) and (ii) an Eligible Director, the following compensation: Cash Compensation An annual cash retainer with respect to each twelve months of service in an amount of: Lead Independent Director or Chairperson Member Board of Directors $ 50,000 $ 35,000 69 Additional fees with respect to each twelve months of service on the board of directors’ committees in the amounts of: Lead Independent Director or Chairperson Member Audit Committee $ 20,000 $ 10,000 Compensation Committee $ 15,000 $ 7,500 Nominating and ESG Committee $ 8,000 $ 4,000 Other Committee as Authorized by the Board of Directors $ 8,000 $ 4,000 Payment to the committee chairpersons is in lieu of (and not in addition) to the payments granted for committee membership.
We pay each of our non-employee directors who (i) either joined our board of directors following our initial public offering or otherwise will join our board of directors in the future, or (ii) serves or will serve in the future on a board of directors committee, each (i) and (ii) an Eligible Director, the following compensation: Cash Compensation An annual cash retainer with respect to each twelve months of service in an amount of: Lead Independent Director or Chairperson Member Board of Directors $ 50,000 $ 35,000 Additional fees with respect to each twelve months of service on the board of directors’ committees in the amounts of: Lead Independent Director or Chairperson Member Audit Committee $ 20,000 $ 10,000 Compensation Committee $ 15,000 $ 7,500 Nominating and ESG Committee $ 8,000 $ 4,000 Other Committee as Authorized by the Board of Directors $ 8,000 $ 4,000 Payment to the committee chairpersons is in lieu of (and not in addition) to the payments granted for committee membership.
Nonetheless, according to the Companies Law, the compensation committee and the board of directors, may in special circumstances approve compensation of directors, that is inconsistent with our stated compensation policy, provided the provisions that must be included in the compensation policy according to the Companies Law have been considered by the compensation committee and the board of directors, and provided that the shareholders’ approval will be obtained, subject to the following requirements: ● at least a majority of the shares held by all shareholders who are not controlling shareholders and do not have a personal interest in such matter, present and voting at such meeting, have voted in favor of the compensation package, excluding abstentions; or 67 ● the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such matter, who vote against the compensation package does not exceed two percent (2%) of the aggregate voting rights in the Company.
Nonetheless, according to the Companies Law, the compensation committee and the board of directors, may in special circumstances approve compensation of directors, that is inconsistent with our stated compensation policy, provided the provisions that must be included in the compensation policy according to the Companies Law have been considered by the compensation committee and the board of directors, and provided that the shareholders’ approval will be obtained, subject to the following requirements: ● at least a majority of the shares held by all shareholders who are not controlling shareholders and do not have a personal interest in such matter, present and voting at such meeting, have voted in favor of the compensation package, excluding abstentions; or ● the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such matter, who vote against the compensation package does not exceed two percent (2%) of the aggregate voting rights in the Company.
The responsibilities of the audit committee include: ● retaining and terminating our independent auditors, subject to the ratification of the board of directors, and in the case of retention, to that of the shareholders; ● pre-approving of audit and non-audit services and related fees and terms, to be provided by the independent auditors; ● overseeing the accounting and financial reporting processes of our company, the audits of our financial statements, the effectiveness of our internal control over financial reporting and making such reports as may be required of an audit committee under the rules and regulations promulgated under the Exchange Act; ● overseeing the Company policies with respect to risk assessment and risk management, including with respect to financial, privacy and data protection, information security and cybersecurity related risks, and review contingent liabilities and risks that may be material to the Company; ● reviewing with management and our independent auditor our annual, semi-annual and quarterly financial statements prior to publication or filing (or submission, as the case may be) to the SEC; ● recommending to the board of directors the retention and termination of the internal auditor, and the internal auditor’s engagement fees and terms, in accordance with the Companies Law, as well as reviewing and approving the yearly or periodic work plan proposed by the internal auditor; ● reviewing with our general counsel and/or external counsel, as deemed necessary, legal and regulatory matters that could have a material impact on the financial statements; ● Receiving reports of suspected irregularities in our business administration, inter alia, by members of the Company’s management, legal counsel, the independent or internal auditor, and suggesting corrective measures to the board of directors; 74 ● reviewing policies and procedures with respect to transactions (other than transactions related to the compensation or terms of services) between the Company and officers and directors, or affiliates of officers or directors, or transactions that are not in the ordinary course of the Company’s business and deciding whether to approve such acts and transactions if so required under the Companies Law; and ● establishing and overseeing procedures and policies for the handling of employees’ complaints as to the management of our business and the protection to be provided to such employees.
The responsibilities of the audit committee include: ● retaining and terminating our independent auditors, subject to the ratification of the board of directors, and in the case of retention, to that of the shareholders; 73 ● pre-approving of audit and non-audit services and related fees and terms, to be provided by the independent auditors; ● overseeing the accounting and financial reporting processes of our Company, the audits of our financial statements, the effectiveness of our internal control over financial reporting and making such reports as may be required of an audit committee under the rules and regulations promulgated under the Exchange Act; ● overseeing the Company policies with respect to risk assessment and risk management, including with respect to financial, privacy and data protection, information security and cybersecurity related risks, and review contingent liabilities and risks that may be material to the Company; ● reviewing with management and our independent auditor our annual, semi-annual and quarterly financial statements prior to publication or filing (or submission, as the case may be) to the SEC; ● recommending to the board of directors the retention and termination of the internal auditor, and the internal auditor’s engagement fees and terms, in accordance with the Companies Law, as well as reviewing and approving the yearly or periodic work plan proposed by the internal auditor; ● reviewing with our general counsel and/or external counsel, as deemed necessary, legal and regulatory matters that could have a material impact on the financial statements; ● receiving reports of suspected irregularities in our business administration, inter alia, by members of the Company’s management, legal counsel, the independent or internal auditor, and suggesting corrective measures to the board of directors; ● reviewing policies and procedures with respect to transactions (other than transactions related to the compensation or terms of services) between the Company and officers and directors, or affiliates of officers or directors, or transactions that are not in the ordinary course of the Company’s business and deciding whether to approve such acts and transactions if so required under the Companies Law; and ● establishing and overseeing procedures and policies for the handling of employees’ complaints as to the management of our business and the protection to be provided to such employees.
Compensation committee role In accordance with the Companies Law, the roles of the compensation committee are, among others, as follows: ● recommending to the board of directors with respect to the approval of the compensation policy for office holders and, once every three years, regarding any extensions to a compensation policy that was adopted for a period of more than three years; ● reviewing the implementation of the compensation policy and periodically recommending to the board of directors with respect to any amendments or updates of the compensation policy; ● resolving whether or not to approve arrangements with respect to the terms of office and employment of office holders; and ● exempting, under certain circumstances, a transaction with our chief executive officer from the approval of the general meeting of our shareholders.
Compensation committee role In accordance with the Companies Law, the roles of the compensation committee are, among others, as follows: ● recommending to the board of directors with respect to the approval of the compensation policy for office holders and, once every three years, regarding any extensions to a compensation policy that was adopted for a period of more than three years; ● reviewing the implementation of the compensation policy and periodically recommending to the board of directors with respect to any amendments or updates of the compensation policy; ● resolving whether or not to approve arrangements with respect to the terms of office and employment of office holders; and 74 ● exempting, under certain circumstances, a transaction with our chief executive officer from the approval of the general meeting of our shareholders.
Extension orders issued by the Israeli Ministry of Economy and Industry apply to us and affect matters such as cost of living adjustments to salaries, length of working hours and week, recuperation pay, travel expenses and pension rights. We have never experienced labor-related work stoppages or strikes and believe that our relations with our employees are satisfactory. E .
Extension orders issued by the Israeli Ministry of Economy and Industry apply to us and affect matters such as cost-of-living adjustments to salaries, length of working hours and week, recuperation pay, travel expenses and pension rights. We have never experienced labor-related work stoppages or strikes and believe that our relations with our employees are satisfactory. 81 E.
Yahav holds a Bachelor of Arts in Economics and Business from The Academic College of Tel-Aviv, Yaffo and master’s degree in business administration from Tel-Aviv University in Israel. Sharon Steiner has served as our Chief Human Resources Officer since January 2020. Ms.
Yahav holds a Bachelor of Arts in Economics and Business from The Academic College of Tel-Aviv, Yaffo and master’s degree in business administration from Tel-Aviv University in Israel. 65 Sharon Steiner has served as our Chief Human Resources Officer since January 2020. Ms.
Pursuant to our compensation policy, the compensation that may be granted to an executive officer may include: base salary, annual bonuses and other cash bonuses (such as a signing bonus and special bonuses with respect to any special achievements, such as outstanding personal achievement, outstanding personal effort or outstanding company performance), equity-based compensation, benefits and retirement and termination of service arrangements.
Pursuant to our compensation policy, the compensation that may be granted to an officer holder may include: base salary, annual bonuses and other cash bonuses (such as a signing bonus and special bonuses with respect to any special achievements, such as outstanding personal achievement, outstanding personal effort or outstanding company performance), equity-based compensation, benefits and retirement and termination of service arrangements.
In case of service of less than a twelve months period, the annual fee shall be prorated with respect to the actual period of service. Equity Based Compensation Welcome Grant – Each newly appointed or elected non-executive director of the Company shall be granted restricted share units with a grant date value of $300,000.
In case of service of less than a twelve-month period, the annual fee shall be prorated with respect to the actual period of service. Equity Based Compensation Welcome Grant – Each newly appointed or elected non-executive director of the Company shall be granted restricted share units with a grant date value of $300,000.
Gutler served as the Chairperson of G.J.E. 121 Promoting Investments Ltd., a real estate company. Mr. Gutler is a former Managing Director and Partner of Bankers Trust Company, which is currently part of Deutsche Bank. Mr. Gutler currently serves on the board of directors of Wix.com Ltd., CyberArk Software Ltd. and several private companies. Mr.
Gutler served as the Chairperson of G.J.E. 121 Promoting Investments Ltd., a real estate company. Mr. Gutler is a former Managing Director and Partner of Bankers Trust Company, which is currently part of Deutsche Bank. Mr. Gutler currently serves on the board of directors of Wix.com Ltd. and several private companies. Mr.
Our amended and restated articles of association allow us to indemnify and insure our office holders for any liability imposed on them as a consequence of an act (including any omission) which was performed by virtue of being an office holder. Our office holders are currently covered by a directors and officers’ liability insurance policy.
Our amended and restated articles of association allow us to indemnify and insure our office holders for any liability imposed on them as a consequence of an act (including any omission) which was performed by virtue of being an office holder. Our office holders are currently covered by a directors’ and officers’ liability insurance policy.
In addition, our compensation policy contains compensation recovery provisions which allow us under certain conditions to recover bonuses paid in excess, enable our chief executive officer to approve an immaterial change in the terms of employment of an executive officer who reports directly to him (provided that the changes of the terms of employment are in accordance with our compensation policy) and allow us to exculpate, indemnify and insure our executive officers and directors to the maximum extent permitted by Israeli law, subject to certain limitations set forth therein.
In addition, our compensation policy contains compensation recovery provisions which allow us under certain conditions to recover bonuses paid in excess, enable our chief executive officer to approve an immaterial change in the terms of employment of an officer holder who reports directly to him (provided that the changes of the terms of employment are in accordance with our compensation policy) and allow us to exculpate, indemnify and insure our officer holders and directors to the maximum extent permitted by Israeli law, subject to certain limitations set forth therein.
Our board of directors has adopted a compensation committee charter setting forth the responsibilities of the committee consistent with the New York Stock Exchange rules, which include among others: ● recommending to our board of directors for its approval a compensation policy in accordance with the requirements of the Companies Law as well as other compensation policies, incentive-based compensation plans and equity-based compensation plans, and overseeing the development and implementation of such policies and recommending to our board of directors any amendments or modifications the committee deems appropriate, including as required under the Companies Law; ● reviewing and approving the granting of options and other incentive awards to the chief executive officer and other executive officers, including reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer and other executive officers, including evaluating their performance in light of such goals and objectives; ● overseeing and periodically reviewing with management our strategies, policies and practices with respect to human capital management and management development, including with respect to matters such as diversity, equity, and inclusion; workplace environment and culture; employee engagement and effectiveness; and talent recruitment, development, and retention; ● approving and exempting certain transactions regarding office holders’ compensation pursuant to the Companies Law; 75 ● administering our equity-based compensation plans, including without limitation, approving the adoption of such plans, amending and interpreting such plans and the awards and agreements issued pursuant thereto, and making awards to eligible persons under the plans and determining the terms of such awards; and ● administering and overseeing the Company’s compliance with the compensation recovery policy required by the SEC and NYSE rules.
Our board of directors has adopted a compensation committee charter setting forth the responsibilities of the committee consistent with the New York Stock Exchange rules, which include among others: ● recommending to our board of directors for its approval a compensation policy in accordance with the requirements of the Companies Law as well as other compensation policies, incentive-based compensation plans and equity-based compensation plans, and overseeing the development and implementation of such policies and recommending to our board of directors any amendments or modifications the committee deems appropriate, including as required under the Companies Law; ● reviewing and approving the granting of options and other incentive awards to the chief executive officer and other office holders, including reviewing and approving annual performance goals and objectives relevant to the compensation of our chief executive officer and other office holders, including evaluating their performance in light of such goals and objectives; ● overseeing and periodically reviewing with management our strategies, policies and practices with respect to human capital management and management development, including with respect to matters such as equity, inclusion and belonging; workplace environment and culture; employee engagement and effectiveness; and talent recruitment, development, and retention; ● approving and exempting certain transactions regarding office holders’ compensation pursuant to the Companies Law; ● administering our equity-based compensation plans, including without limitation, approving the adoption of such plans, amending and interpreting such plans and the awards and agreements issued pursuant thereto, and making awards to eligible persons under the plans and determining the terms of such awards; and ● administering and overseeing the Company’s compliance with the compensation recovery policy required by the SEC and NYSE rules.
The annual cash bonus that may be granted to executive officers other than our chief executive officer may alternatively be based entirely on a discretionary evaluation. Furthermore, our chief executive officer will be entitled to approve performance objectives for executive officers who report to him.
The annual cash bonus that may be granted to officer holders other than our chief executive officer may alternatively be based entirely on a discretionary evaluation. Furthermore, our chief executive officer will be entitled to approve performance objectives for officer holders who report to him.
Our compensation policy provides for executive officer compensation in the form of share options or other equity-based awards, such as restricted shares, restricted share units and performance stock units, in accordance with our share incentive plan then in place.
Our compensation policy provides for officer holder compensation in the form of share options or other equity-based awards, such as restricted shares, restricted share units and performance stock units, in accordance with our share incentive plan then in place.
The Companies Law requires the approval of the compensation of a public company’s executive officers (for additional information on the approval of the compensation of the chief executive officer see below) in the following order: (i) the compensation committee, (ii) the company’s board of directors, and (iii) if such compensation arrangement is inconsistent with the company’s stated compensation policy, the company’s shareholders (by a special majority vote as described above with respect to the approval of the compensation of directors).
The Companies Law requires the approval of the compensation of a public company’s office holders, as defined in the Companies Law (for additional information on the approval of the compensation of the chief executive officer see below) in the following order: (i) the compensation committee, (ii) the company’s board of directors, and (iii) if such compensation arrangement is inconsistent with the company’s stated compensation policy, the company’s shareholders (by a special majority vote as described above with respect to the approval of the compensation of directors).
Under the Companies Law, the compensation of our directors requires the approval of our compensation committee, the subsequent approval of the board of directors and, unless exempted under regulations promulgated under the Companies Law, the approval of the shareholders at a general meeting.
Compensation Compensation of directors and office holders Directors. Under the Companies Law, the compensation of our directors requires the approval of our compensation committee, the subsequent approval of the board of directors and, unless exempted under regulations promulgated under the Companies Law, the approval of the shareholders at a general meeting.
Katz founded Nextage Ltd., a financial services firm, in 2001 where he served as Chief Executive Officer from 2001 to 2016 and currently serves as Co-Chief Executive Officer. As Chief Executive Officer of Nextage, Mr. Katz served as acting Chief Financial Officer to a number of companies including Wix.com Ltd., Adallom Technologies Ltd.
Prior to joining us, Mr. Katz founded Nextage Ltd., a financial services firm, in 2001 where he served as Chief Executive Officer from 2001 to 2016 and currently serves as Co-Chief Executive Officer. As Chief Executive Officer of Nextage, Mr. Katz served as acting Chief Financial Officer to a number of companies including Wix.com Ltd., Adallom Technologies Ltd.
Garten was the AI/ML Director of Data Science and Engineering at Apple from 2017 to 2023. Prior to that, from 2011 to 2017 she worked in a number of positions at LinkedIn Corporation and most recently was Director of Data Science from 2015 until 2017. Before joining LinkedIn, Dr.
Dr. Garten was the AI/ML Director of Data Science and Engineering at Apple from 2017 to 2023. Prior to that, from 2011 to 2017 she worked in a number of positions at LinkedIn Corporation, including Director of Data Science from 2015 until 2017. Before joining LinkedIn, Dr.
On the other hand, our compensation policy includes measures designed to reduce the executive officer’s incentives to take excessive risks that may harm us in the long-term, such as limits on the value of cash bonuses and equity-based compensation, limitations on the ratio between the variable and the total compensation of an executive officer and minimum vesting periods for equity-based compensation.
On the other hand, our compensation policy includes measures designed to reduce the officer holder’s incentives to take excessive risks that may harm us in the long-term, such as limits on the value of cash bonuses and equity-based compensation, limitations on the ratio between the variable and the total compensation of an officer holder and minimum vesting periods for equity-based compensation.
All equity-based incentives granted to executive officers shall be subject to vesting periods in order to promote long-term retention of the awarded executive officers. The equity-based compensation shall be granted from time to time and be individually determined and awarded according to the performance, educational background, prior business experience, qualifications, role and the personal responsibilities of the executive officer.
All equity-based incentives granted to officer holders shall be subject to vesting periods in order to promote long-term retention of the awarded officer holders. The equity-based compensation shall be granted from time to time and be individually determined and awarded according to the performance, educational background, prior business experience, qualifications, role and the personal responsibilities of the officer holder.
Under such circumstances, the guidelines also provide that the board may designate an independent director to serve as lead independent director.
Under such circumstances, the guidelines also provide that the board of directors may designate an independent director to serve as lead independent director.
However, if the shareholders of the company do not approve a compensation arrangement with an executive officer that is inconsistent with the company’s stated compensation policy, the compensation committee and the board of directors may override the shareholders’ decision if each of the compensation committee and the board of directors provide detailed reasons for their decision.
However, if the shareholders of the company do not approve a compensation arrangement with an office holder that is inconsistent with the company’s stated compensation policy, the compensation committee and the board of directors may override the shareholders’ decision if each of the compensation committee and the board of directors provide detailed reasons for their decision.
We have entered into agreements with each of our directors and executive officers exculpating them, to the fullest extent permitted by law, from liability to us for damages caused to us as a result of a breach of duty of care, and undertaking to indemnify them to the fullest extent permitted by law.
We have entered into agreements with each of our directors and officer holders exculpating them, to the fullest extent permitted by law, from liability to us for damages caused to us as a result of a breach of duty of care, and undertaking to indemnify them to the fullest extent permitted by law.
As of December 31, 2024, Ms. Sharon Cohen, CPA from Deloitte IL & Co, a firm in the Deloitte Global Network is acting as our internal auditor. 78 Fiduciary Duties and Approval of related party transactions under Israeli law Fiduciary duties of directors and executive officers The Companies Law codifies the fiduciary duties that office holders owe to a company.
As of December 31, 2025, Ms. Sharon Cohen, CPA from Deloitte IL & Co, a firm in the Deloitte Global Network is acting as our internal auditor. Fiduciary Duties and Approval of related party transactions under Israeli law Fiduciary duties of directors and office holders The Companies Law codifies the fiduciary duties that office holders owe to a company.
Our board of directors has adopted a nominating and ESG committee charter setting forth the responsibilities, which include: ● overseeing and assisting our board in reviewing and recommending nominees for election as directors; ● assessing the performance of the members of our board of directors; ● establishing and maintaining effective corporate governance policies and practices, including, but not limited to, ESG policies, programs and strategies, and developing and recommending to our board of directors a set of corporate governance guidelines applicable to our company; and ● overseeing the Company’s risks, strategies, policies, programs and practices related to environmental, social and governance (ESG) matters.
Our board of directors has adopted a nominating and ESG committee charter setting forth the responsibilities, which include: ● overseeing and assisting our board in reviewing and recommending nominees for election as directors; ● establishing procedures for and overseeing annual performance evaluation of management and our board of directors; 77 ● establishing and maintaining effective corporate governance policies and practices, including, but not limited to, ESG policies, programs and strategies, and developing and recommending to our board of directors a set of corporate governance guidelines applicable to our Company; and ● overseeing the Company’s risks, strategies, policies, programs and practices related to environmental, social and governance matters.
The annual cash bonus that may be granted to our executive officers other than our chief executive officer will be based on performance objectives and a discretionary evaluation of the executive officer’s overall performance by our chief executive officer and subject to minimum thresholds.
The annual cash bonus that may be granted to our officer holders other than our chief executive officer will be based on performance objectives and a discretionary evaluation of the officer holder’s overall performance by our chief executive officer and subject to minimum thresholds.
The welcome grant and the annual grants will also be subject to the following terms and conditions: (i) Acceleration : The equity awards shall be accelerated in the event of a Merger/Sale (as defined in the 2019 Plan); (ii) Intended Tax Type of Award : Equity grants to directors who are Israeli residents and qualify for a “102 award” pursuant to Section 102 of the Israeli Income Tax Ordinance [New Version]-1961, as amended, and the regulations promulgated thereunder, shall be classified as 102 Awards (as defined in the 2019 Plan), capital gain track equity (and non-102 qualified grants to directors who are Israeli residents will be classified as 3(9) Awards, as defined in the 2019 Plan); and (iii) General : The equity grants shall otherwise be subject to the terms and conditions of the 2019 Plan, or any effective equity plan at that time, and the award agreement in the form generally used by the Company at the time it was executed.
The welcome grant and the annual grants will also be subject to the following terms and conditions: (i) Acceleration : The equity awards shall be accelerated in the event of a Merger/Sale (as defined in the 2019 Plan); (ii) Intended Tax Type of Award : Equity grants to directors who are Israeli residents and qualify for a “102 award” pursuant to Section 102 of the Israeli Income Tax Ordinance [New Version]-1961, as amended, and the regulations promulgated thereunder, shall be classified as 102 Awards (as defined in the 2019 Plan), capital gain track equity (and non-102 qualified grants to directors who are Israeli residents will be classified as 3(9) Awards, as defined in the 2019 Plan); and (iii) General : The equity grants shall otherwise be subject to the terms and conditions of the 2019 Plan, or any effective equity plan at that time, and the award agreement in the form generally used by the Company at the time it was executed. 69 Employment agreements with office holders We have entered into written employment agreements with each of our office holders.
For a description of the approvals required under Israeli law for compensation arrangements of officers and directors, see above under Item 6.B ”Directors, Senior Management and Employees Compensation — Compensation of directors and executive officers.” Shareholders’ duties Pursuant to the Companies Law, a shareholder has a duty to act in good faith and in a customary manner toward the company and other shareholders and to refrain from abusing his or her power with respect to the company, including, among other things, in voting at a general meeting and at shareholders’ class meetings with respect to the following matters: ● an amendment to the company’s articles of association; ● an increase of the company’s authorized share capital; ● a merger; or ● interested party transactions that require shareholders’ approval. 79 In addition, a shareholder has a general duty to refrain from discriminating against other shareholders.
For a description of the approvals required under Israeli law for compensation arrangements of officers and directors, see above under Item 6.B “Compensation — Compensation of directors and office holders.” Shareholders’ duties Pursuant to the Companies Law, a shareholder has a duty to act in good faith and in a customary manner toward the company and other shareholders and to refrain from abusing his or her power with respect to the company, including, among other things, in voting at a general meeting and at shareholders’ class meetings with respect to the following matters: ● an amendment to the company’s articles of association; ● an increase of the company’s authorized share capital; ● a merger; or ● interested party transactions that require shareholders’ approval.
Between January 2015 and May 2022, Mr. Yahav spent over seven years on the Global Management Team at SodaStream Ltd. (acquired by Pepsi), five of which were as CMO. Before that, he held multiple marketing roles at Nestle, between January 2008 to June 2014. Mr.
Yahav was the Chief Commercial Officer at HoneyBook between June 2022 and October 2023. Between January 2015 and May 2022, Mr. Yahav spent over seven years on the Global Management Team at SodaStream Ltd. (acquired by Pepsi), five of which were as CMO. Before that, he held multiple marketing roles at Nestle, between January 2008 to June 2014. Mr.
The maximum indemnification amount set forth in such agreements is limited to an amount equal to the higher of (i) $350 million, (ii) 25% of our total shareholders’ equity as reflected in our most recent consolidated financial statements prior to the date on which the indemnity payment is made, and (iii) ten percent (10%) of the Company Total Market Cap (which shall mean the average closing price of our ordinary shares over the 30 trading days prior to the actual payment of indemnification multiplied by the total number of our issued and outstanding shares as of the date of actual payment, other than indemnification for an offering of securities to the public, including by a shareholder in a secondary offering, in which case the maximum indemnification amount is limited to the gross proceeds raised by us and/or any selling shareholder in such public offering.
This indemnification is limited to events determined as foreseeable by the board of directors based on our activities, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances. 80 The maximum indemnification amount set forth in such agreements is limited to an amount equal to the higher of (i) $350 million, (ii) 25% of our total shareholders’ equity as reflected in our most recent consolidated financial statements prior to the date on which the indemnity payment is made, and (iii) ten percent (10%) of the Company Total Market Cap (which shall mean the average closing price of our ordinary shares over the 30 trading days prior to the actual payment of indemnification multiplied by the total number of our issued and outstanding shares as of the date of actual payment, other than indemnification for an offering of securities to the public, including by a shareholder in a secondary offering, in which case the maximum indemnification amount is limited to the gross proceeds raised by us and/or any selling shareholder in such public offering.
Our compensation policy also addresses our executive officers’ individual characteristics (such as his or her respective position, education, scope of responsibilities and contribution to the attainment of our goals) as the basis for compensation variation among our executive officers and considers the internal ratios between compensation of our executive officers and directors and other employees.
Our compensation policy also addresses our officer holders’ individual characteristics (such as his or her respective position, education, scope of responsibilities and contribution to the attainment of our goals) as the basis for compensation variation among our officer holders and considers the internal ratios between compensation of our officer holders and directors and other employees.
To that end, a portion of our executive officer compensation package is targeted to reflect our short and long-term goals, as well as the executive officer’s individual performance.
To that end, a portion of our officer holders’ compensation package is targeted to reflect our short and long-term goals, as well as the officer holder’s individual performance.
Our compensation policy is designed to promote retention and motivation of directors and executive officers, incentivize superior individual excellence, align the interests of our directors and executive officers with our long-term performance and provide a risk management tool.
Our compensation policy is designed to promote retention and motivation of directors and office holders, incentivize superior individual excellence, align the interests of our directors and officer holders with our long-term performance and provide a risk management tool.
In no event will more than 5,500,000 ordinary shares be available for issuance under the Section 423 Component. As of December 31, 2024, the ESPP Share Pool consisted of 1,303,663 ordinary shares.
In no event will more than 5,500,000 ordinary shares be available for issuance under the Section 423 Component. As of December 31, 2025, the ESPP Share Pool consisted of 1,564,027 ordinary shares.
A director so appointed will hold office until the next annual general meeting of our shareholders for the class in respect of which the vacancy was created, or in the case of a vacancy due to the number of directors being less than the maximum number of directors stated in the articles, until the next annual general meeting of our shareholders for the class he or she has been assigned by our board of directors.
A director so appointed will hold office until the next annual general meeting of our shareholders for the class in respect of which the vacancy was created, or in the case of a vacancy due to the number of directors being less than the maximum number of directors stated in the articles, until the next annual general meeting of our shareholders for the class he or she has been assigned by our board of directors. 72 Chairperson of the board Our amended and restated articles of association provide that the chairperson of the board of directors is appointed by the members of the board of directors.
All cash bonuses are limited to a maximum amount linked to the executive officer’s base salary. An annual cash bonus may be awarded to executive officers upon the attainment of pre-set periodic objectives and individual targets.
All cash bonuses are limited to a maximum amount linked to the officer holder’s base salary. 76 An annual cash bonus may be awarded to officer holders upon the attainment of pre-set periodic objectives and individual targets.
We recorded equity-based compensation expenses in our financial statements for the year ended December 31, 2024, for options and restricted share units granted (and restricted share units accounted for the achievement of performance targets for fiscal year 2024, which were only granted in 2025) to Mr. Micha Kaufman, Mr. Ofer Katz, Ms. Hila Klein, Ms. Gali Arnon and Ms.
We recorded equity-based compensation expenses in our financial statements for the year ended December 31, 2025, for options and restricted share units granted (and restricted share units accounted for the achievement of performance targets for fiscal year 2025, which were only granted in 2026) to Mr. Micha Kaufman, Mr. Ofer Katz, Mr. Matti Yahav, Ms. Sharon Steiner and Mr.
Iohan previously served as Chief Financial Officer of Varonis Systems, Inc., responsible for the company’s finance, accounting and back office operations, from 2005 to April 2017. Prior to that, she was a Partner for six years at Nextage Ltd., a financial services advisory firm. Ms.
Iohan is currently a Partner at ION Crossover Partners, an Israeli based cross-over fund. Ms. Iohan previously served as Chief Financial Officer of Varonis Systems, Inc., responsible for the company’s finance, accounting and back-office operations, from 2005 to April 2017. Prior to that, she was a Partner for six years at Nextage Ltd., a financial services advisory firm. Ms.
She brings extensive experience in data science, machine learning, and converting data into actionable product and business strategy. She serves on the Levi Strauss & Co. board of directors since 2020 and is a member of its audit committee and nominating, governance and corporate citizenship committee. Dr.
She brings extensive experience in data science, machine learning, and converting data into actionable product and business strategy. She is VP of Product - AI Platforms at LinkedIn Corporation from August 2025, and serves on the Levi Strauss & Co. board of directors since 2020 and is a member of its audit committee and nominating, governance and corporate citizenship committee.
Iohan currently serves on the board of directors of Varonis Systems, Inc., Monday.com Ltd. and Cato Networks Ltd. Ms. Iohan holds a B.A. and an M.B.A. from Tel Aviv University in Israel. Jonathan Kolber has served as a member of our board of directors since June 2019. Mr.
Iohan currently serves on the board of directors of Varonis Systems, Inc., Monday.com Ltd. and several private companies. Ms.Iohan previously served on the board of directors of SimilarWeb Ltd., until 2024. Ms. Iohan holds a B.A. and an M.B.A. from Tel Aviv University in Israel. Jonathan Kolber has served as a member of our board of directors since June 2019.
In accordance with the Company’s compensation policy, we also paid cash bonuses to our Covered Executives as approved by the compensation committee and the board of directors. The 2024 cash bonus expenses, including social benefits costs, for Mr. Micha Kaufman, Mr. Ofer Katz, Ms. Hila Klein, Ms. Gali Arnon and Ms.
In accordance with the Company’s compensation policy, we also paid cash bonuses to our Covered Executives as approved by the compensation committee and the board of directors. The 2025 cash bonus expenses, including social benefits costs, for Mr. Micha Kaufman, Mr. Ofer Katz, Mr. Matti Yahav, Ms. Sharon Steiner and Mr.
An Israeli company may insure an office holder against the following liabilities incurred for acts performed as an office holder if and to the extent provided in the company’s articles of association: ● a breach of the duty of loyalty to the company, to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; ● a breach of the duty of care to the company or to a third-party, including a breach arising out of the negligent conduct of the office holder; ● a financial liability imposed on the office holder in favor of a third-party; ● a financial liability imposed on the office holder in favor of a third-party harmed by a breach in an administrative proceeding; and ● expenses, including reasonable litigation expenses and legal fees, incurred by the office holder as a result of an administrative proceeding instituted against him or her pursuant to certain provisions of the Israeli Securities Law. 80 An Israeli company may not indemnify or insure an office holder against any of the following: ● a breach of the duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; ● a breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder; ● an act or omission committed with intent to derive illegal personal benefit; or ● a fine, monetary sanction or forfeit levied against the office holder.
An Israeli company may insure an office holder against the following liabilities incurred for acts performed as an office holder if and to the extent provided in the company’s articles of association: ● a breach of the duty of loyalty to the company, to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; ● a breach of the duty of care to the company or to a third-party, including a breach arising out of the negligent conduct of the office holder; ● a financial liability imposed on the office holder in favor of a third-party; ● a financial liability imposed on the office holder in favor of a third-party harmed by a breach in an administrative proceeding; and ● expenses, including reasonable litigation expenses and legal fees, incurred by the office holder as a result of an administrative proceeding instituted against him or her pursuant to certain provisions of the Israeli Securities Law.
Directors and Senior Management Executive Officers and Directors The following table presents information about our current executive officers and directors as of February 17, 2025: Name Position Executive Officers Micha Kaufman Founder, Chief Executive Officer, Chairperson of the Board Ofer Katz President and Chief Financial Officer Hila Klein Chief Operating Officer Matti Yahav Chief Marketing Officer Sharon Steiner Chief Human Resources Officer Yossi Levin Chief Technology Officer Directors Adam Fisher Director Yael Garten Director Ron Gutler Director Gili Iohan Director Jonathan Kolber Director Nir Zohar Director 65 Executive Officers Micha Kaufman , our Founder, has served as our Chief Executive Officer and as a member of our board of directors since our inception and currently also serves as Chairperson of our board of directors.
Directors and Senior Management The following table presents information about our current senior management and directors as of March 1, 2026: Name Position Senior Management Micha Kaufman Founder, Chief Executive Officer, Chairperson of the Board Ofer Katz President Esti Levy Dadon Chief Financial Officer Jinjin Qian Chief Business Officer Matti Yahav Chief Marketing Officer Sharon Steiner Chief Human Resources Officer Yossi Levin Chief Technology Officer Directors Adam Fisher Director Yael Garten Director Ron Gutler Director Gili Iohan Director Jonathan Kolber Director Nir Zohar Director Senior Management Micha Kaufman , our Founder, has served as our Chief Executive Officer and as a member of our board of directors since our inception and currently also serves as Chairperson of our board of directors.
Each person listed in the table under ”Management—Executive officers and directors” is an office holder under the Companies Law. An office holder’s fiduciary duties consist of a duty of care and a duty of loyalty.
Each person listed in the table under Item 6.A “Directors and Senior Management” is an office holder under the Companies Law. An office holder’s fiduciary duties consist of a duty of care and a duty of loyalty.
As of December 31, 2024, a total of 916,355 options to purchase ordinary shares were outstanding under the 2011 Plan, with a weighted average exercise price of $10.20 per share.
As of December 31, 2025, a total of 569,073 options to purchase ordinary shares were outstanding under the 2011 Plan, with a weighted average exercise price of $11.72 per share.
Kolber currently serves as a Chairman of ION Asset Management and CEO of Anfield Ltd., his personal owned investment company. From 2007 until 2021, Mr. Kolber served as a General Partner at Viola Growth, a technology growth capital fund. Prior to that, he served as Chief Executive Officer of Koor Industries Ltd., an industrial holding company, from 1998 to 2006.
Mr. Kolber currently serves as a Chairman of ION Asset Management and CEO of Anfield Ltd., his personal owned investment company. From 2007 until 2021, Mr. Kolber served as a General Partner at Viola Growth, a technology growth capital fund.
Ordinary shares subject to outstanding options granted under the 2011 Plan that expire or become unexercisable without having been exercised in full will become available again for future grant under the 2019 Plan.
We no longer grant any awards under the 2011 Plan as it was superseded by the 2019 Plan, although previously granted awards remain outstanding. Ordinary shares subject to outstanding options granted under the 2011 Plan that expire or become unexercisable without having been exercised in full will become available again for future grant under the 2019 Plan.
Our United States Sub Plan to the 2011 Plan, as was adopted under our 2011 Plan governed option awards granted to our United States employees or service providers, including those who are deemed to be residents of the United States for tax purposes. 70 We no longer grant any awards under the 2011 Plan as it was superseded by the 2019 Plan, although previously granted awards remain outstanding.
Our United States Sub Plan to the 2011 Plan, as was adopted under our 2011 Plan governed option awards granted to our United States employees or service providers, including those who are deemed to be residents of the United States for tax purposes.
If a majority of the members of the audit committee or the board of directors have a personal interest in the approval of such a transaction then all of the directors may participate in deliberations of the audit committee or board of directors, as applicable, with respect to such transaction and vote on the approval thereof and, in such case, shareholder approval is also required.
If a majority of the members of the audit committee or the board of directors have a personal interest in the approval of such a transaction then all of the directors may participate in deliberations of the audit committee or board of directors, as applicable, with respect to such transaction and vote on the approval thereof and, in such case, shareholder approval is also required. 78 Certain disclosure and approval requirements apply under Israeli law to certain transactions with controlling shareholders, certain transactions in which a controlling shareholder has a personal interest and certain arrangements regarding the terms of service or employment of a controlling shareholder.
During November 2024, Gali Arnon stepped down from the role of Chief Business Officer, marketplace. 66 Directors Adam Fisher has served as a member of our board of directors since January 2011. Since 2007, Mr.
During April 2025, Hila Klein stepped down from the role of Chief Operating Officer. Directors Adam Fisher has served as a member of our board of directors since January 2011. Since 2007, Mr.
Executive officers other than the Chief Executive Officer.
Office holders other than the Chief Executive Officer.
All other executive officers are appointed by the chief executive officer and are subject to the terms of any applicable employment or consulting agreement that we may enter into with them. Under our amended and restated articles of association, our directors are divided into three classes with staggered three-year terms.
Our chief executive officer is appointed by, and serves at the discretion of, our board of directors. All other executive officers are appointed by the chief executive officer and are subject to the terms of any applicable employment or consulting agreement that we may enter into with them.
At each annual general meeting of our shareholders, the election or re-election of directors following the expiration of the term of office of the directors of that class will be for a term of office that expires on the third annual general meeting following such election or re-election, such that each year the term of office of only one class of directors will expire. 72 Our directors are divided among the three classes as follows: ● the Class I directors are Jonathan Kolber and Yael Garten and their terms expire at our annual general meeting of shareholders to be held in 2026; ● the Class II directors are Adam Fisher and Nir Zohar, and their terms expire at our annual meeting of shareholders to be held in 2027; and ● the Class III directors are Micha Kaufman, Ron Gutler and Gili Iohan, and their terms expire at our annual meeting of shareholders to be held in 2025.
Our directors are divided among the three classes as follows: ● the Class I directors are Jonathan Kolber and Yael Garten and their terms expire at our annual general meeting of shareholders to be held in 2026; ● the Class II directors are Adam Fisher and Nir Zohar, and their terms expire at our annual meeting of shareholders to be held in 2027; and ● the Class III directors are Micha Kaufman, Ron Gutler and Gili Iohan, and their terms expire at our annual meeting of shareholders to be held in 2028.
A non-material portion of the chief executive officer’s annual cash bonus may be based on a discretionary evaluation of the chief executive officer’s overall performance by the compensation committee and the board of directors, based on quantitative and qualitative criteria. 77 The equity-based compensation under our compensation policy for our executive officers (including members of our board of directors) is designed in a manner consistent with the underlying objectives in determining the base salary and the annual cash bonus, with its main objectives being to enhance the alignment between the executive officers’ interests with our long-term interests and those of our shareholders and to strengthen the retention and the motivation of executive officers in the long term.
The equity-based compensation under our compensation policy for our officer holders (including members of our board of directors) is designed in a manner consistent with the underlying objectives in determining the base salary and the annual cash bonus, with its main objectives being to enhance the alignment between the officer holders’ interests with our long-term interests and those of our shareholders and to strengthen the retention and the motivation of officer holders in the long term.
There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management. B. Compensation Compensation of directors and executive officers Directors.
Contact Ltd., a private Israeli event production company, between 2005 and 2007. There are no family relationships among any of our senior management or directors. There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management. B.
As of December 31, 2024, a total of 2,059,694 options to purchase ordinary shares, with a weighted average exercise price of $86.11 per share and 2,308,771 restricted share units were outstanding under the 2019 Plan. As of December 31, 2024, 2,489,312 ordinary shares were available for future issuance under the 2019 Plan.
As of December 31, 2025, a total of 1,802,949 options to purchase ordinary shares, with a weighted average exercise price of $79.78 per share and 2,100,080 restricted share units were outstanding under the 2019 Plan. As of December 31, 2025, 4,080,503 ordinary shares were available for future issuance under the 2019 Plan.
Ofer Katz has served as our President since February 2021, as our Chief Financial Officer since July 2017 and as our Chief Financial Officer under a consulting contract from February 2011 to June 2017. Prior to joining us, Mr.
Ofer Katz has served as our President since February 2021, as our Chief Financial Officer from July 2017 to February 2026 and as our Chief Financial Officer under a consulting contract from February 2011 to June 2017. Mr. Katz also serves as a Founder and a General Partner of Cerca Partners LP, a venture capital firm.
Employee payroll deductions will be used to purchase shares on the last day of each purchase period (or such other date as set forth in the offering document). The plan administrator may amend, suspend or terminate the ESPP at any time.
Eligible employees become participants in the ESPP by enrolling and authorizing payroll deductions by the deadline established by the plan administrator prior to the relevant offering date. Employee payroll deductions will be used to purchase shares on the last day of each purchase period (or such other date as set forth in the offering document).
The compensation committee of our board of directors is the administrator of the ESPP and has the authority to interpret the terms of the ESPP and determine eligibility of participants in accordance with the terms of the ESPP and applicable law. 71 Eligible employees become participants in the ESPP by enrolling and authorizing payroll deductions by the deadline established by the plan administrator prior to the relevant offering date.
The compensation committee of our board of directors is the administrator of the ESPP and has the authority to interpret the terms of the ESPP and determine eligibility of participants in accordance with the terms of the ESPP and applicable law.
Employee Share Purchase Plan In August 2020, we adopted our 2020 Employee Share Purchase Plan, or the ESPP, to enable eligible employees of the company and certain of its designated subsidiaries to use payroll deductions to purchase the company’s ordinary shares and thereby acquire an ownership interest in the Company.
Options granted under the 2019 Plan to our employees who are U.S. residents may qualify as “incentive stock options” within the meaning of Section 422 of the Code, or may be non-qualified stock options. 70 Employee Share Purchase Plan In August 2020, we adopted our 2020 Employee Share Purchase Plan, or the ESPP, to enable eligible employees of the Company and certain of its designated subsidiaries to use payroll deductions to purchase the Company’s ordinary shares and thereby acquire an ownership interest in the Company.
Our non-employee service providers and controlling shareholders may only be granted options under section 3(i) of the Ordinance, which does not provide for similar tax benefits. Options granted under the 2019 Plan to our employees who are U.S. residents may qualify as “incentive stock options” within the meaning of Section 422 of the Code, or may be non-qualified stock options.
Our non-employee service providers and controlling shareholders may only be granted options under section 3(i) of the Ordinance, which does not provide for similar tax benefits.
Under special circumstances, the board of directors may approve the compensation policy despite the objection of the shareholders on the condition that the compensation committee and then the board of directors decide, on the basis of detailed grounds and after discussing again the compensation policy, that approval of the compensation policy, despite the objection of shareholders, is for the benefit of the company.
Under special circumstances, the board of directors may approve the compensation policy despite the objection of the shareholders on the condition that the compensation committee and then the board of directors decide, on the basis of detailed grounds and after discussing again the compensation policy, that approval of the compensation policy, despite the objection of shareholders, is for the benefit of the company. 75 The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of office holders, including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement.
Share option plans 2011 Share Option Plan The 2011 Plan was adopted by our board of directors on March 31, 2011, amended and restated in April 2013 and further amended on August 14, 2018 and on January 25, 2019. The 2011 Plan provided for the grant of options to our employees, directors, office holders, service providers and consultants.
However, the enforceability of the non-competition provisions may be limited under applicable law. Share option plans 2011 Share Option Plan The 2011 Plan was adopted by our board of directors on March 31, 2011, amended and restated in April 2013 and further amended on August 14, 2018, and on January 25, 2019.
Board of directors Under the Companies Law and our amended and restated articles of association, our business and affairs are managed under the direction of our board of directors. Our board of directors may exercise all powers and may take all actions that are not specifically granted to our shareholders or to executive management.
Our board of directors may exercise all powers and may take all actions that are not specifically granted to our shareholders or to executive management. Our chief executive officer (referred to as a “general manager” under the Companies Law) is responsible for our day-to-day management.
Sharon Steiner of $12,888, $8,151, $4,079, $3,740 and $2,736, respectively. The relevant amounts underlying the equity awards granted to our officers during 2024, will continue to be expensed in our financial statements over a four-year period during the years 2025-2028 on account of the 2024 grants in similar annualized amounts.
Yossi Levin of $11,231, $6,105, $1,622, $2,129 and $894, respectively. 68 The relevant amounts underlying the equity awards granted to our officers during 2025, will continue to be expensed in our financial statements over a four-year period during the years 2026-2029 on account of the 2025 grants in similar annualized amounts.
(acquired by Microsoft Corporation), Wilocity (acquired by Qualcomm Incorporated) and Onavo (acquired by Facebook, Inc.). Mr. Katz holds a B.A. from Tel Aviv University in Israel. Hila Klein has served as our Chief Operating Officer since January 2019. Prior to joining us, Ms.
(acquired by Microsoft Corporation), Wilocity (acquired by Qualcomm Incorporated) and Onavo (acquired by Facebook, Inc.). Mr. Katz holds a B.A. from Tel Aviv University in Israel.
At our 2024 annual general meeting, our shareholders voted for the appointment of our chief executive officer, Micha Kaufman, to serve also as our chairperson of the board of directors for a period of three years. 73 External directors Under the Companies Law, companies incorporated under the laws of the State of Israel that are “public companies,” including companies with shares listed on the New York Stock Exchange, are required to appoint at least two external directors.
External directors Under the Companies Law, companies incorporated under the laws of the State of Israel that are “public companies,” including companies with shares listed on the New York Stock Exchange, are required to appoint at least two external directors.
Set forth below is a chart showing the number of people we employed at the times indicated: As of December 31, 2024(*) 2023(*) 2022(*) Total Employees 762 775 739 Located in Israel 637 623 575 Located in the United States 118 144 157 Located in Europe 7 8 7 In Research and Development 369 332 295 In Marketing 157 204 198 In General and Administration 109 111 125 In Customer Care 127 128 121 (*) The numbers of employees set forth in this table do not include contractors. 81 In regard to our Israeli employees, Israeli labor laws govern the length of the workday, minimum wages for employees, procedures for hiring and dismissing employees, determination of severance pay, annual leave, sick days, advance notice of termination of employment, equal opportunity and anti-discrimination laws and other conditions of employment.
Set forth below is a chart showing the number of people we employed at the times indicated: As of December 31, 2025(*) 2024(*) 2023(*) Total Employees 528 762 775 Located in Israel 459 637 623 Located in the United States 62 118 144 Located in Europe 7 7 8 In Research and Development 246 369 332 In Marketing 96 157 204 In General and Administration 103 109 111 In Customer Care 83 127 128 (*) The numbers of employees set forth in this table do not include contractors.
In the event that the chief executive officer also serves as a member of the board of directors, his or her compensation terms as chief executive officer will be approved in accordance with the rules applicable to approval of compensation of directors.
In the event that the chief executive officer also serves as a member of the board of directors, his or her compensation terms as chief executive officer will be approved in accordance with the rules applicable to approval of compensation of directors. 67 Compensation of our office holders The aggregate compensation paid by us and our subsidiaries to our office holders and directors, including share-based compensation, for the year ended December 31, 2025, was approximately $29.8 million.
We comply with the rules of the New York Stock Exchange requiring that a majority of our directors are independent. Our board of directors has determined that all directors, other than Micha Kaufman, our Founder, chief executive officer and chairperson of the board of directors, are independent under such rules.
Our board of directors has determined that all directors, other than Micha Kaufman, our Founder, chief executive officer and chairperson of the board of directors, are independent under such rules. 71 Board of directors Under the Companies Law and our amended and restated articles of association, our business and affairs are managed under the direction of our board of directors.
In addition, our executive officers are also eligible to participate from time to time (at their discretion) in our employee share purchase plan, in accordance with the terms and limitations of the plan. The following is a summary of the salary expenses and social benefit costs of our five most highly compensated executive officers in 2024, or the Covered Executives.
In addition, our office holders are also eligible to participate from time to time (at their discretion) in our 2020 Employee Share Purchase Plan, or the ESPP, in accordance with the terms and limitations of the plan.
Gutler holds a B.A. and an M.B.A. from the Hebrew University of Jerusalem. Gili Iohan has served as a member of our board of directors since April 2019. Ms. Iohan is currently a Partner at ION Crossover Partners, an Israeli based cross-over fund. Ms.
Gutler previously served on the board of directors of CyberArk Software Ltd., until February 2026, and WalkMe Ltd., until September 2024. Mr. Gutler holds a B.A. and an M.B.A. from the Hebrew University of Jerusalem. Gili Iohan has served as a member of our board of directors since April 2019. Ms.
Employment agreements with executive officers We have entered into written employment agreements with each of our executive officers. These agreements provide for notice periods of varying duration for termination of the agreement by us or by the relevant executive officer, during which time the executive officer will continue to receive base salary and benefits.
These agreements provide for notice periods of varying duration for termination of the agreement by us or by the relevant office holder, during which time the office holder will continue to receive base salary and benefits. These agreements also contain customary provisions regarding non-competition, confidentiality of information and assignment of inventions.
Sharon Steiner, as provided for in our 2024 financial statements (but due during 2025), were $900, $425, $271, $187 and $174, respectively.
Yossi Levin, as provided for in our 2025 financial statements (but due during 2026), were $886, $476, $161, $187 and $197, respectively.
All amounts reported reflect the cost to the Company as recognized in our financial statements for the year ended December 31, 2024. U.S. dollar amounts indicated for compensation of our Covered Executives are in thousands of dollars. Mr. Micha Kaufman, Founder, Chief Executive Officer and Chairperson of the Board.
U.S. dollar amounts indicated for compensation of our Covered Executives are in thousands of dollars. Mr. Micha Kaufman, Founder, Chief Executive Officer and Chairperson of the Board. Compensation expenses recorded in 2025 of $500 in salary expenses and $139 in social benefits costs. Mr. Ofer Katz, President and Chief Financial Officer.
Each class of directors consists, as nearly as possible, of one-third of the total number of directors constituting the entire board of directors.
Under our amended and restated articles of association, our directors are divided into three classes with staggered three-year terms. Each class of directors consists, as nearly as possible, of one-third of the total number of directors constituting the entire board of directors.
Certain shareholders also have a duty of fairness toward the company.
In addition, a shareholder has a general duty to refrain from discriminating against other shareholders. Certain shareholders also have a duty of fairness toward the company.

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