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What changed in Kornit Digital Ltd.'s 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of Kornit Digital 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.

+549 added−435 removedSource: 20-F (2026-03-26) vs 20-F (2025-03-27)

Top changes in Kornit Digital Ltd.'s 2025 20-F

549 paragraphs added · 435 removed · 368 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

112 edited+46 added−17 removed250 unchanged
Biggest changeWhile we believe this pay-per-use model enables us to capture an additional portion of our potential market, consisting of customers who would not otherwise be willing or able to commit to the capital expenditure for purchasing our new systems outright, it nevertheless also could have certain adverse consequences for our business and results of operations, including, without limitation, any of the following: ● Potential Damage to Customer Relationships: in certain circumstances, including changes in labor cost, market trends and/or the availability of alternative technology, the cumulative cost to our AIC™ customers could be more expensive than had the customers purchased our systems outright, which could lead to customer dissatisfaction, and potentially damage our business relationship with those customers, or to their adoption of other printing technologies instead of ours. ● Potential Returns of AIC™ Systems : To the extent the cumulative cost of usage of systems becomes overly burdensome to our customers, due to macro-economic conditions, alternative technologies or otherwise, that could lead to the return of those systems to us, which will require us to find new customers for those systems, which we may not be able to do in a timely manner or at all. ● Churn Rate : Customers may switch to our competitors offering more favorable per-use rates, leading to higher churn rates. ● Potential payment defaults ● Operational Costs : Support and maintenance costs related to usage by our customers of our systems could exceed expectations and/or strain our resources, leading to interruptions in the usability of our systems that are designated for our AIC™ program, or adversely affect profitability. ● Consumables Costs : The cost of consumables, which are included in the per-use rates offered by us, may rise, adversely affecting our profitability. ● Complexity in Pricing : Determining the right price per use can be complicated, and setting prices too high may deter customers from using our systems, while setting them too low may adversely affect our profit margins. ● Fraud and Misuse : There is a greater risk of fraudulent activity with our systems that are used in the pay-per-impression model or misuse of the pay-per-impression service when customers are not investing in ownership of our systems. 9 To mitigate the foregoing risks, it is essential that we carefully design the pricing structure of our pay-per impression business model, monitor usage of our systems closely under that model, and establish strong customer engagement strategies to enhance loyalty and satisfaction.
Biggest changeThis in turn requires a cash outlay upfront that could adversely affect our cash position until we are able to generate comparable levels of cash from the AIC™ model. ● Potential Damage to Customer Relationships: in certain circumstances, including changes in labor cost, market trends and/or the availability of alternative technology, the cumulative cost to our AIC™ customers could be more expensive than had the customers purchased our systems outright, which could lead to customer dissatisfaction, and potentially damage our business relationship with those customers, or to their adoption of other printing technologies instead of ours. ● Potential Returns of AIC™ Systems : To the extent the cumulative cost of usage of systems becomes overly burdensome to our customers, due to macro-economic conditions, alternative technologies or otherwise, that could lead to the return of those systems to us, which will require us to find new customers for those systems, which we may not be able to do in a timely manner or at all. ● Churn Rate : Customers may switch to our competitors offering more favorable per-use rates, leading to higher churn rates. ● Potential Payment Defaults : Customers may be unable to uphold their payment obligations towards us pursuant to AIC™ transactions.
Even if businesses are persuaded as to the benefits of digital printing, we do not know whether potential buyers of digital printing systems will delay their investment decisions. As a result, we may not correctly estimate demand for our solutions, which could cause us to fail to meet market expectations for our business.
Even if businesses are persuaded to the benefits of digital printing, we do not know whether potential buyers of digital printing systems will delay their investment decisions. As a result, we may not correctly estimate demand for our solutions, which could cause us to fail to meet market expectations for our business.
These factors have also delayed or lengthened our sales cycles, have inhibited our international expansion, have led to longer collection cycles for payments due from our customers, and may potentially result in an increase in customer bad debt. As a result of these conditions, customers have found it harder to obtain financing to fund their purchase of our systems.
These factors have also delayed or lengthened our sales cycles, inhibited our international expansion, and led to longer collection cycles for payments due from our customers, and may potentially result in an increase in customer bad debt. As a result of these conditions, customers have found it harder to obtain financing to fund their purchase of our systems.
Other risks resulting from our reliance on suppliers include: ● if we experience an increase in demand for our solutions, our suppliers may be unable to provide us with the components that we need in order to meet that increased demand in a timely manner; ● our suppliers may encounter financial hardships unrelated to our demand for components, which could inhibit their ability to fulfill our orders and meet our requirements; ● we may experience production delays related to the evaluation and testing of products from alternative suppliers; ● we may be subject to price fluctuations due to a lack of long-term supply arrangements for key components; ● we or our suppliers may lose access to critical services and components, resulting in an interruption in the manufacture, assembly and shipment of our systems or inks and other consumables; and ● fluctuations in demand for components that our suppliers manufacture for others may affect their ability or willingness to deliver components to us in a timely manner.
Other risks resulting from our reliance on suppliers include: ● if we experience an increase in demand for our solutions, our suppliers may be unable to provide us with the components that we need to meet that increased demand in a timely manner; ● our suppliers may encounter financial hardships unrelated to our demand for components, which could inhibit their ability to fulfill our orders and meet our requirements; ● we may experience production delays related to the evaluation and testing of products from alternative suppliers; ● we may be subject to price fluctuations due to a lack of long-term supply arrangements for key components; ● we or our suppliers may lose access to critical services and components, resulting in an interruption in the manufacture, assembly and shipment of our systems or inks and other consumables; and ● fluctuations in demand for components that our suppliers manufacture for others may affect their ability or willingness to deliver components to us in a timely manner.
In order to implement changes to our internal control over financial reporting triggered by a failure of those controls, we could experience higher than anticipated operating expenses, as well as higher independent auditor fees during and after the implementation of these changes. Our U.S. shareholders may suffer adverse tax consequences if we are classified as a passive foreign investment company.
In order to implement changes to our internal control over financial reporting triggered by a failure of those controls, we could experience higher than anticipated operating expenses, as well as higher independent auditor fees during and after the implementation of these changes. 25 Our U.S. shareholders may suffer adverse tax consequences if we are classified as a passive foreign investment company.
Product liability claims, injuries, defects, or other problems experienced by other companies in the digital printing industry could lead to unfavorable market conditions for the industry as a whole. 16 We have acquired businesses and may acquire other businesses and/or companies, which could require significant management attention, disrupt our business, dilute shareholder value, and adversely affect our results of operations.
Product liability claims, injuries, defects, or other problems experienced by other companies in the digital printing industry could lead to unfavorable market conditions for the industry as a whole. We have acquired businesses and may acquire other businesses and/or companies, which could require significant management attention, disrupt our business, dilute shareholder value, and adversely affect our results of operations.
If the Lease Agreement is terminated, we would be unable to use the new Kiryat Gat facility constructed on that property, which would have a material adverse effect on our results of operations. Disruption of operations at our manufacturing site or those of third-party manufacturers could prevent us from filling customer orders on a timely basis.
If the Lease Agreement is terminated, we would be unable to use the Kiryat Gat facility constructed on that property, which would have a material adverse effect on our results of operations. Disruption of operations at our manufacturing site or those of third-party manufacturers could prevent us from filling customer orders on a timely basis.
See Note 2, “Significant Accounting Policies”, to the consolidated financial statements included in Item 18 of this annual report for more details. 13 Our business could suffer if we are unable to attract and retain key employees. Our success depends upon the continued service and performance of our senior management and other key personnel.
See Note 2, “Significant Accounting Policies”, to the consolidated financial statements included in Item 18 of this annual report for more details. Our business could suffer if we are unable to attract and retain key employees. Our success depends upon the continued service and performance of our senior management and other key personnel.
Additionally, we could be subject to significant fines or other civil and criminal penalties should we not achieve such compliance. 12 Any such developments could have a material adverse effect on our business, financial condition and results of operations. Environmental, health and safety laws and regulations may also change from time to time.
Additionally, we could be subject to significant fines or other civil and criminal penalties should we not achieve such compliance. Any such developments could have a material adverse effect on our business, financial condition and results of operations. Environmental, health and safety laws and regulations may also change from time to time.
If these actions or any similar litigation against us are not dismissed or settled at their early stages, we could incur substantial costs and our management’s attention and resources could be diverted. We have never paid cash dividends on our share capital, and we do not anticipate paying any cash dividends in the foreseeable future.
If these actions or any similar litigation against us are not dismissed or settled at their early stages, we could incur substantial costs and our management’s attention and resources could be diverted. 22 We have never paid cash dividends on our share capital, and we do not anticipate paying any cash dividends in the foreseeable future.
Federal Income Taxation - Passive Foreign Investment Company Considerations.” 24 Certain U.S. holders of our ordinary shares may suffer adverse tax consequences if we or any of our non-U.S. subsidiaries are characterized as a “controlled foreign corporation”, or a CFC, under Section 957(a) of the Internal Revenue Code of 1986, as amended, or the Code.
Federal Income Taxation - Passive Foreign Investment Company Considerations.” Certain U.S. holders of our ordinary shares may suffer adverse tax consequences if we or any of our non-U.S. subsidiaries are characterized as a “controlled foreign corporation”, or a CFC, under Section 957(a) of the Internal Revenue Code of 1986, as amended, or the Code.
During this period, we or our third-party manufacturers would be unable to manufacture some or all of our systems or we may not be able to produce adequate volumes of our ink and other consumables. Significant disruptions of our information technology systems or breaches of our data security could adversely affect our business.
During this period, we or our third-party manufacturers would be unable to manufacture some or all of our systems or we may not be able to produce adequate volumes of our ink and other consumables. 11 Significant disruptions of our information technology systems or breaches of our data security could adversely affect our business.
We do not expect the Kornit X offering to have a material impact on our overall results of operations in the very near term; however, we believe that it nonetheless exposes us to several potential risks, including the following: ● software bugs and defects that adversely impact our customer’s production processes; ● unauthorized access, data breaches and/or loss of customer data, including data regarding payment methods; ● use of unauthorized open-source software or other infringements of third-party intellectual property; 17 ● challenges providing support to software users; and ● challenges related to our required delivery of the service level agreements under the virtual supplier model that we utilize for our Kornit X offering.
We do not expect the Kornit X offering to have a material impact on our overall results of operations in the near term; however, we believe that it nonetheless exposes us to several potential risks, including the following: ● software bugs and defects that adversely impact our customer’s production processes; ● unauthorized access, data breaches and/or loss of customer data, including data regarding payment methods; ● use of unauthorized open-source software or other infringements of third-party intellectual property; ● challenges providing support to software users; and ● challenges related to our required delivery of the service level agreements under the virtual supplier model that we utilize for our Kornit X offering.
Under the new program, purchases can be made by way of a variety of methods, including open market purchases, privately negotiated transactions or otherwise, all in accordance with U.S. securities laws and regulations, including Rule 10b-18 under the Exchange Act.
Under that new program, purchases can be made by way of a variety of methods, including open market purchases, privately negotiated transactions or otherwise, all in accordance with U.S. securities laws and regulations, including Rule 10b-18 under the Exchange Act.
The non-U.S. jurisdictions in which we have issued patents or pending applications are China, the European Union or European countries of the European Union including 3 Unitary Patents, Mexico, Israel, Canada, Australia, South Africa, Japan and India. We may file additional patent applications in the future.
The non-U.S. jurisdictions in which we have issued patents or pending applications are China, the European Union or European countries of the European Union including 3 Unitary Patents, Mexico, Israel, Australia, South Africa, Japan and India. We may file additional patent applications in the future.
We own trademarks that identify “Kornit”, “Kornit Digital”, “NeoPigment”, the “K” logo and “Konnect” logo, and we have an additional trademark registration for the “Custom Gateway” logo, among others, and have registered these trademarks in certain key markets. We further own trademark registrations and applications for VOXEL8, VOXEL8 logo, ACTIVEIMAGE, ACTIVELAB and ACTIVEMIX in certain key markets.
We own trademarks that identify “Kornit”, “Kornit Digital”, “NeoPigment”, the “K” logo and “Konnect” logo, and we have an additional trademark registration for the “Custom Gateway” logo, among others, and have registered these trademarks in certain key markets. We further own trademark registrations and applications for VOXEL8, VOXEL8 logo, ACTIVEIMAGE and ACTIVEMIX in certain key markets.
In addition, if these competitors develop products with similar or superior functionality to our solutions at prices comparable to or lower than ours, we may be forced to decrease the prices of our solutions in order to remain competitive, which could reduce our gross margins.
In addition, if these competitors develop products with similar or superior functionality to our solutions at prices comparable to or lower than ours, we may be forced to decrease the prices of our solutions to remain competitive, which could reduce our gross margins.
The full impact of economic and other headwinds on our business and our future performance may also have the effect of heightening any of our other risk factors described in this annual report and is difficult to predict how long those headwinds will continue.
The full impact of economic and other headwinds on our business and our future performance may also have the effect of heightening any of our other risk factors described in this annual report and it is difficult to predict how long those headwinds will continue.
As such, there is risk that any expectations for our business and guidance we provide to the market may be incorrect. Our quarterly results of operations have fluctuated in the past and may fluctuate in the future due to variability in our revenues.
As such, there is a risk that any expectations for our business and guidance we provide to the market may be incorrect. Our quarterly results of operations have fluctuated in the past and may fluctuate in the future due to variability in our revenues.
Our revenues depend in part on the sale and delivery of our systems, and we cannot predict with certainty when sales transactions for our systems will close or when we will be able to recognize the revenues from such sales, which generally occurs upon delivery of our systems.
Our revenues depend in part on the sale and delivery of our systems and solutions, and we cannot predict with certainty when sales transactions for our systems will close or when we will be able to recognize the revenues from such sales, which generally occurs upon delivery of our systems.
As we continue to expand our international sales and operations, we are subject to a number of risks, including the following: ● greater difficulty in enforcing contracts and accounts receivable collection, as well as longer collection periods; ● increased expenses incurred in establishing and maintaining office space and equipment for our international operations; ● fluctuations in exchange rates between the U.S. dollar and foreign currencies in markets where we do business; ● greater difficulty in recruiting local experienced personnel, and the costs and expenses associated with such activities; ● general economic and political conditions in these foreign markets; ● management communication and integration problems resulting from cultural and geographic dispersion; ● the impact of Russia’s ongoing war against Ukraine and trade and monetary sanctions in response to such developments on the markets in which we operate; ● exposure to material disruptions to the global supply chain and to international shipping routes caused by Houthi attacks on marine vessels traversing the Red Sea; ● risks associated with trade restrictions and foreign legal requirements, including the importation, certification, and localization of our solutions required in foreign countries, such as high import taxes in Brazil and other Latin American markets where we sell our products; ● greater risk of unexpected changes in regulatory practices, tariffs (including, without limitation, U.S.-China reciprocal tariffs), and tax laws and treaties; ● the uncertainty of protection for intellectual property rights in some countries; 15 ● greater risk of a failure of employees to comply with both U.S. and foreign laws, including antitrust regulations, the U.S.
As we continue to expand our international sales and operations, we are subject to a number of risks, including the following: ● greater difficulty in enforcing contracts and trade receivable collection, as well as longer collection periods; ● increased expenses incurred in establishing and maintaining office space and equipment for our international operations; ● fluctuations in exchange rates between the U.S. dollar and foreign currencies in markets where we do business; ● greater difficulty in recruiting local experienced personnel, and the costs and expenses associated with such activities; ● general economic and political conditions in these foreign markets; ● management communication and integration problems resulting from cultural and geographic dispersion; ● the impact of Russia’s ongoing war against Ukraine and trade and monetary sanctions in response to such developments on the markets in which we operate; ● exposure to material disruptions to the global supply chain and to international shipping routes, such as those caused by Houthi attacks on marine vessels traversing the Red Sea in recent periods; ● risks associated with trade restrictions and foreign legal requirements, including the importation, certification, and localization of our solutions required in foreign countries, such as high import taxes in Brazil and other Latin American markets where we sell our products; ● greater risk of unexpected changes in regulatory practices, tariffs (including, without limitation, U.S.-China and U.S.-EU reciprocal tariffs), and tax laws and treaties; ● the uncertainty of protection for intellectual property rights in some countries; ● greater risk of a failure of employees to comply with both U.S. and foreign laws, including antitrust regulations, the U.S.
If any of these proposed new U.S. federal restrictions become and/or remain effective, or if any state in which we have operations continues to expand restrictions or bans the use of non-compete restrictions, that could adversely impact our ability to protect our investment in our key employees in our U.S. locations, and harm our competitive position. 14 We have a significant presence in international markets and plan to continue to expand our international operations, which exposes us to a number of risks that could affect our future growth.
If any of these proposed new U.S. federal restrictions become and/or remain effective, or if any state in which we have operations continues to expand restrictions or bans the use of non-compete restrictions, that could adversely impact our ability to protect our investment in our key employees in our U.S. locations, and harm our competitive position. 15 We have a significant presence in international markets and plan to continue to expand our international operations, which exposes us to a number of risks that could affect our future growth.
In addition, in recent years, the stock markets have sometimes experienced extreme price and volume fluctuations. Broad market and industry factors may materially harm the market price of our ordinary shares, regardless of our operating performance.
In addition, in recent years, the markets have sometimes experienced extreme price and volume fluctuations. Broad market and industry factors may materially harm the market price of our ordinary shares, regardless of our operating performance.
In addition to considerations related to corporate finance, Israeli law limits our ability to declare and pay dividends and may subject our dividends to Israeli withholding taxes. 21 There are risks associated with our share repurchase programs.
In addition to considerations related to corporate finance, Israeli law limits our ability to declare and pay dividends and may subject our dividends to Israeli withholding taxes. There are risks associated with our share repurchase programs.
Customers that we expect to purchase our systems may delay doing so due to timing of obtaining regulatory permits, site readiness, or a change in their priorities or business plans, including as a result of adverse general economic conditions that may disproportionately impact the ability of the small-mid size businesses that constitute a significant portion of our customer base to expend capital or access financing sources.
Customers that we expect to purchase our systems and solutions may delay doing so due to timing of obtaining regulatory permits, site readiness, or a change in their priorities or business plans, including as a result of adverse general economic conditions that may disproportionately impact the ability of the small-mid size businesses that constitute a significant portion of our customer base to expend capital or access financing sources.
It may continue to fluctuate substantially as a result of many factors, including: ● actual or anticipated variations in our and/or our competitors’ results of operations and financial condition; ● 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, strategic relationships or expansion plans; ● changes in the prices of our solutions; ● our future repurchases, if any, of our ordinary shares pursuant to our current share repurchase programs and/or any other share repurchase program which may be approved in the future; ● 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.
It may continue to fluctuate substantially as a result of many factors, including: ● actual or anticipated variations in our and/or our competitors’ results of operations and financial condition; ● variance in our financial performance from the expectations of the investment community; ● announcements by us or our competitors of significant business developments, changes in service provider relationships, acquisitions, strategic relationships or expansion plans; ● changes in the prices of our solutions; ● our future repurchases, if any, of our ordinary shares pursuant to our current share repurchase programs and/or any other share repurchase program which may be approved in the future; ● 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.
We were recently subject to such a tax audit for the years 2020 to 2021 by the Israeli Tax Authority, or ITA, in respect of which we ultimately reached a settlement with the ITA.
We were subject to such a tax audit for the years 2020 to 2021 by the Israeli Tax Authority, or ITA, in respect of which we ultimately reached a settlement with the ITA.
Summary of Risks Related to Our Business and Our Industry ● Our success is dependent on adoption of digital textile printing in place of existing methods of printing. ● We are dependent on our ability to timely introduce new products that are accepted by the market and increase our market share. ● We face increased competition from a wide variety of market participants. 1 ● Our significant reliance on a small number of significant customers, including Amazon. ● The adverse impact of unfavorable macro-economic conditions, such as relatively high interest rates and any lingering inflationary conditions, on the budgets for capital expenditures of our customers and potential customers, which may continue to have material adverse consequences for our revenues, financial position, and cash flows. ● Our significant reliance on suppliers, including single-source suppliers, and our reliance on third-party manufacturers. ● Overcapacity in the global printed fashion and textile industries has caused and may continue to cause our customers to underutilize existing printing systems that they have purchased from us and to reduce their orders for new systems.
Summary of Risks Related to Our Business and Our Industry ● Our success is dependent on adoption of digital textile printing in place of existing methods of printing. ● We are dependent on our ability to timely introduce new products that are accepted by the market and increase our market share. ● We face increased competition from a wide variety of market participants. 1 ● Our significant reliance on a small number of significant customers, including Amazon. ● Unfavorable macro-economic conditions, such as relatively high interest rates and lingering inflationary conditions, have impacted, and may continue to impact, in an adverse manner, the budgets of our customers and potential customers for capital expenditures, which may continue to have material adverse consequences for our revenues, financial position, and cash flows. ● Our significant reliance on suppliers, including single-source suppliers, and our reliance on third-party manufacturers. ● Overcapacity in the global printed fashion and textile industries has caused and may continue to cause our customers to underutilize existing printing systems that they have purchased from us and to reduce their orders for new systems.
Failure to comply with the requirements under the Innovation Law may subject us to mandatory repayment of grants received by us, together with interest and penalties, as well as expose us to criminal proceedings. 27 Provisions of Israeli law and our articles may delay, prevent or otherwise impede a merger with, or an acquisition of, our company, even when the terms of such a transaction are favorable to us and our shareholders.
Failure to comply with the requirements under the Innovation Law may subject us to mandatory repayment of grants received by us, together with interest and penalties, as well as expose us to criminal proceedings. 29 Provisions of Israeli law and our articles may delay, prevent or otherwise impede a merger with, or an acquisition of, our company, even when the terms of such a transaction are favorable to us and our shareholders.
Our Kiryat Gat ink manufacturing facility was constructed on lands leased by us from the Israel Lands Administration, or ILA, under a long term (49 years) lease agreement. If we are unable to continue to lease such lands, we would be unable to use the facility and our results of operations and future prospects will suffer as a result.
Our Kiryat Gat ink manufacturing facility was constructed on lands leased by us from the Israel Lands Authority, or ILA, under a long term (49 years) lease agreement. If we are unable to continue to lease such lands, we would be unable to use the facility and our results of operations and future prospects will suffer as a result.
We have sought to prevent this in part by protecting the innovations underlying our ink and other consumables through patents and other forms of intellectual property protections. Use of third-party ink and other consumables would also void the warranty over our systems. We also include an RFID mechanism with our ink tanks. These steps may be challenged.
We have sought to prevent this in part by protecting the innovations underlying our ink and other consumables through patents and other forms of intellectual property protections. Use of third-party ink and other consumables would also void the warranty over our systems. We also include an RFID mechanism with our ink tanks. These steps may be challenged or bypassed.
Nevertheless, even those increased inventory levels could turn out to be insufficient to meet our customer needs should our Israeli capabilities be damaged or shut down due to the ongoing military conflicts involving Israel. If delivery and installation of our products is delayed or prevented by any such events, our revenues could be materially and adversely impacted.
Nevertheless, even those increased inventory levels could turn out to be insufficient to meet our customer needs should our Israeli capabilities be damaged or shut down due to military conflicts involving Israel. If delivery and installation of our products is delayed or prevented by any such events, our revenues could be materially and adversely impacted.
Operating and Financial Review and Prospects- Taxation and Israeli Government Programs Applicable to our Company - Law for the Encouragement of Capital Investments, 5719-1959.” 26 We have received and may receive further Israeli government grants for certain research and development activities. The terms of those grants restrict our ability to transfer manufacturing operations or technology outside of Israel.
Operating and Financial Review and Prospects- Taxation and Israeli Government Programs Applicable to our Company - Law for the Encouragement of Capital Investments, 5719-1959.” 28 We have received and may receive further Israeli government grants for certain research and development activities. The terms of those grants restrict our ability to transfer manufacturing operations or technology outside of Israel.
Although our employees have agreed to assign to us service invention rights and have specifically waived their right to receive any special remuneration for such service inventions beyond their regular salary and benefits, we may face claims demanding remuneration in consideration for assigned inventions. 20 Risks Related to Our Ordinary Shares Our share price may be volatile.
Although our employees have agreed to assign to us service invention rights and have specifically waived their right to receive any special remuneration for such service inventions beyond their regular salary and benefits, we may face claims demanding remuneration in consideration for assigned inventions. 21 Risks Related to Our Ordinary Shares Our share price may be volatile.
Certain changes to the CFC constructive ownership rules introduced by the Tax Act may cause one or more of our non-U.S. subsidiaries to be treated as CFCs, may also impact our CFC status and, thus, may affect holders of our common shares that are United States shareholders. For 10% U.S.
Certain changes to the CFC constructive ownership rules introduced by the Tax Act may cause one or more of our non-U.S. subsidiaries to be treated as CFCs, may also impact our CFC status and, thus, may affect holders of our ordinary shares that are United States shareholders. For 10% U.S.
Furthermore, the shareholders, including those who indicated their acceptance of the tender offer (unless the acquirer stipulated in its tender offer that a shareholder that accepts the offer may not seek appraisal rights), may, at any time within six months following the completion of the tender offer, petition an Israeli court to alter the consideration for the acquisition.
Furthermore, the shareholders, including those who indicated their acceptance of the tender offer (unless the acquirer stipulated in its tender offer that a shareholder tr may not seek appraisal rights), may, at any time within six months following the completion of the tender offer, petition an Israeli court to alter the consideration for the acquisition.
These businesses may decide that digital printing processes are less reliable, less cost-effective, of lower quality, or otherwise less suitable for their commercial needs than analog printing processes. For example, screen printing currently tends to be faster and less expensive than digital printing on a cost per print basis for larger production runs.
These businesses may decide that digital printing processes are less reliable, less cost-effective, of lower quality, or otherwise less suitable for their commercial needs than analog printing processes. For example, screen printing currently tends to be faster and less expensive than digital printing on a cost per impression basis for larger production runs.
Pursuant to the master purchase agreement, we have issued to an affiliate of Amazon warrants to acquire up to 3,401,028 of our ordinary shares at a purchase price of $59.26 per share, of which 1,943,445 were vested and exercisable as of December 31, 2024.
Pursuant to the master purchase agreement, we have issued to an affiliate of Amazon warrants to acquire up to 3,401,028 of our ordinary shares at a purchase price of $59.26 per share, of which 1,943,445 were vested and exercisable as of December 31, 2025.
To date, we have received from the Innovation Authority NIS 4 million (approximately $1.1 million) of this new committed amount.
To date, we have received from the Innovation Authority NIS 4.4 million (approximately $1.3 million) of this new committed amount.
As a result, we may not be able to obtain adequate protection or to effectively enforce our issued patents or other intellectual property rights. 18 In addition to patents, we rely on trade secret rights, copyrights, trademarks, and other rights to protect our proprietary intellectual property and technology.
As a result, we may not be able to obtain adequate protection or to effectively enforce our issued patents or other intellectual property rights. 19 In addition to patents, we rely on trade secret rights, copyrights, trademarks, and other rights to protect our proprietary intellectual property and technology.
Based on historic and certain estimates of our gross income, gross assets and market capitalization (which may fluctuate from time to time) and the nature of our business, we believe we were not a PFIC for the taxable year ended December 31, 2024.
Based on historic and certain estimates of our gross income, gross assets and market capitalization (which may fluctuate from time to time) and the nature of our business, we believe we were not a PFIC for the taxable year ended December 31, 2025.
During those same years, out of the foregoing group of largest customers, Amazon Corporate LLC, a subsidiary of Amazon.com, Inc., which we collectively refer to as Amazon, accounted for approximately 30% and 20% of our revenues, respectively.
During those same years, out of the foregoing group of largest customers, Amazon Corporate LLC, a subsidiary of Amazon.com, Inc., which we collectively refer to as Amazon, accounted for approximately 31% and 30% of our revenues, respectively.
Because PFIC status is based on our income, assets and activities for the entire taxable year, it is not possible to determine whether we will be characterized as a PFIC for our 2025 taxable year until after the close of the year.
Because PFIC status is based on our income, assets and activities for the entire taxable year, it is not possible to determine whether we will be characterized as a PFIC for our 2026 taxable year until after the close of the year.
Although we took decisive actions to reduce our cost structure over the last two years, we may nevertheless not be able to reduce our costs sufficiently to compensate for an unexpected shortfall in revenues during a particular future quarter, and even a relatively small decrease in revenues could disproportionately and adversely affect our financial results for that quarter.
Although we have taken decisive actions to reduce our cost structure over the last two years, we may nevertheless not be able to reduce our costs sufficiently to compensate for an unexpected shortfall in revenues during a particular future quarter, and even a relatively small decrease in revenues could disproportionately and adversely affect our financial results for that quarter.
In recent years, we have made significant capital investments to expand our systems and materials capacity to address forecasted future demand patterns, including our investment in our ink manufacturing facility in Kiryat Gat. These capacity additions may exceed the near-term demand requirements for our products, including both systems and consumables, leading to overcapacity situations and underutilization of our manufacturing facilities.
We have in the past made significant capital investments to expand our systems and materials capacity to address forecasted future demand patterns, including our investment in our ink manufacturing facility in Kiryat Gat. These capacity additions may exceed the near-term demand requirements for our products, including both systems and consumables, leading to overcapacity situations and underutilization of our manufacturing facilities.
In addition, we may experience slower growth in our gross margins as our new systems gain commercial acceptance. Our gross margins may also fluctuate based on the regions in which sales of these systems occur.
In addition, we may experience slower growth in our gross margins as our new systems and solutions gain commercial acceptance. Our gross margins may also fluctuate based on the regions in which sales of these systems and solutions occur.
Although the recent Abraham Accords have enhanced Israel’s relations with certain countries in the Middle East ( i.e ., the United Arab Emirates, Bahrain, Morocco and Sudan), an ongoing state of hostility vis-à-vis other countries, varying in degree and intensity, has caused security and economic challenges for Israel.
While the Abraham Accords have enhanced Israel’s relations with certain countries in the Middle East (i.e., the United Arab Emirates, Bahrain, Morocco and Sudan), an ongoing state of hostility vis-à-vis other countries, varying in degree and intensity, has caused security and economic challenges for Israel.
In 2021, 2022, 2023, and 2024, we received new commitments from the Innovation Authority for non-royalty bearing grants to reimburse us for up to 55% of our research and development expenses in connection with certain projects, in amounts of NIS 2 million, NIS 3.6 million, NIS 2.6 million, and NIS 1.2 million, respectively (approximately $0.7 million, $1 million, $0.7 million, and $0.3 million), in the aggregate.
In 2025, 2024 and 2023, we received new commitments from the Innovation Authority for non-royalty bearing grants to reimburse us for up to 55% of our research and development expenses in connection with certain projects, in amounts of NIS 4 million, NIS 1.2 million and NIS 2.6 million, respectively (approximately $1.2 million, $0.3 million and $0.7 million, $ and ), in the aggregate.
Such litigation could force us to incur significant expenses, divert management’s time and attention, subject us to adverse publicity, and damage our reputation and competitive position. A successful assertion of a claim against us may result in potentially significant monetary damages, penalties, or fines and adversely affect sales of our products.
Such litigation could force us to incur significant expenses, divert management’s time and attention, subject us to adverse publicity, and damage our reputation and competitive position. A successful assertion of a claim against us may result in potentially significant monetary damages, penalties, or fines and adversely affect sales of (or volume of AIC™ arrangements involving) our products.
A significant portion of our sales is concentrated among a small number of customers, and our business would be adversely affected by a decline in sales to, or the loss of, those customers. During the years ended December 31, 2024 and 2023, our ten largest customers accounted for approximately 60% and 49% of our revenues, respectively.
A significant portion of our sales is concentrated among a small number of customers, and our business would be adversely affected by a decline in sales to, or the loss of, those customers. During the years ended December 31, 2025 and 2024, our ten largest customers accounted for approximately 60% of our revenues.
The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations. We may be subject to additional tax liabilities in the future as a result of audits of our tax returns.
The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations. 17 We may be subject to additional tax liabilities in the future as a result of audits of our tax returns or a determination that we are subject to tax obligations in additional jurisdictions.
If the market does not accept our new system, our business, results of operations and financial condition will be adversely affected. If our customers use alternative ink and consumables and/or alternative spare parts in our systems, our gross margin could decline significantly, and our business could be harmed.
If the market does not accept our new systems and solutions, our business, results of operations and financial conditions will be adversely affected. If our customers use alternative ink and consumables and/or alternative spare parts in our systems, our gross margin could decline significantly, and our business could be harmed.
In addition, there have been increased efforts by activists to cause companies and consumers to boycott Israeli goods based on Israeli government policies. Such actions, particularly if they become more widespread, may adversely impact our ability to sell and service our solutions.
In addition, there have been increased efforts by activists to cause companies and consumers to boycott Israeli goods. Such actions, particularly if they become more widespread, may adversely impact our ability to sell and service our solutions.
At our primary location in Israel, the ongoing war has resulted in the calling into active duty of reservists, thereby reducing the available workforce for key personnel. On the other hand, country-wide economic activity has slowed for periods of the war, thereby reducing demand for skilled human capital in the Israeli market.
At our primary location in Israel, the recent wars have resulted in the calling into active duty of reservists, thereby reducing the available workforce for key personnel. On the other hand, country-wide economic activity has slowed for periods of the wars, thereby reducing demand for skilled human capital in the Israeli market.
Our current and potential competitors in both the direct-to-garment and direct-to-fabric markets may also develop and market new technologies that render our existing solutions unmarketable or less competitive.
Our current and potential competitors in both the direct-to-garment and direct-to-fabric / roll-to-roll markets, including direct-to-film manufacturers, may also develop and market new technologies that render our existing solutions unmarketable or less competitive.
If we curtail or suspend our share repurchase program, our share price may be negatively affected.
If we curtail or suspend our repurchase activity, our share price may be negatively affected.
We have filed registration statements on Form S-8 under the Securities Act registering our potential issuance of those ordinary shares under our share incentive plans, of which, as of December 31, 2024, there were options and RSUs to purchase an aggregate of 4,696,089 shares outstanding.
We have filed registration statements on Form S-8 under the Securities Act registering our potential issuance of those ordinary shares under our share incentive plans, of which, as of December 31, 2025, there were options and RSUs to purchase an aggregate of 4,593,004 shares outstanding.
In particular, we are exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
In particular, we are exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy statements, and our officers and directors are exempt from the short-swing profit recovery provisions, and 10% shareholders are exempt from the reporting and short-swing profit recovery provisions, in each case under Section 16 of the Exchange Act.
More recently, there has been an increase in the adoption of commercial level direct-to-film (DTF) printing methodologies, a sub-segment of traditional heat transfer, which are intended to replace direct-to-garment printing for specific applications such as multiple placements. Our main competitors in direct-to-film printing are M&R, Mimaki, Adelco and Brother.
More recently, there has been an increase in the adoption of commercial level direct-to-film (DTF) printing methodologies, a sub-segment of traditional heat transfer, which are intended to replace direct-to-garment printing for specific applications such as multiple placements. Our primary competitors in direct-to-film printing are M&R, Mimaki, Ricoh, Brother, and various other smaller competitors.
It may be difficult to enforce a judgment of a U.S. court against us, our officers and directors or the Israeli experts named in this prospectus supplement in Israel or the United States, to assert U.S. securities laws claims in Israel or to serve process on our officers and directors and these experts. 28 Your rights and responsibilities as a shareholder are governed by Israeli law, which differs in some material respects from the rights and responsibilities of shareholders of U.S. companies.
It may be difficult to enforce a judgment of a U.S. court against us, our officers and our directors in Israel or the United States, to assert U.S. securities laws claims in Israel, or to serve process on our officers and directors. 30 Your rights and responsibilities as a shareholder are governed by Israeli law, which differs in some material respects from the rights and responsibilities of shareholders of U.S. companies.
In addition, 2,580,694 ordinary shares are issuable under currently vested and exercisable share options and unvested restricted share units, or RSUs, in the aggregate, granted to employees and office holders as of December 31, 2024.
In addition, 2,496,039 ordinary shares are issuable under currently vested and exercisable share options and unvested restricted share units, or RSUs, in the aggregate, granted to employees and office holders as of December 31, 2025.
That could similarly cause us to underutilize our new ink manufacturing facility. ● Our expected reliance, for a significant portion of our future long-term revenues, on our All-Inclusive Click (AIC™) model, under which we retain ownership of our systems, while our customers operate the systems and are charged a fixed fee per impression, has certain accompanying risks. ● Significant disruptions of our information technology systems or breaches of our data security could adversely affect our business. ● New and reciprocal import tariffs imposed by the United States and other countries could increase the prices we pay for raw materials and adversely impact demand for our products in countries in which our affected customers operate. ● The scrutiny that may be applied to sustainability practices of companies such as ours. ● Our expanding international operations are accompanied by costs, operational risks and required regulatory compliance in many jurisdictions. ● We may not be able to successfully acquire and integrate other companies and technologies, necessary for our growth, and to finance such acquisitions. ● We may be subject to significant tax liabilities as a result of audits of our tax returns.
That could similarly cause us to underutilize our ink manufacturing facility. ● Our expected reliance, for a significant portion of our future long-term revenues, on our All-Inclusive Click (AIC™) model, under which we retain ownership of our systems, while our customers operate the systems and are charged a fixed fee per impression, has certain accompanying risks. ● Significant disruptions of our information technology systems or breaches of our data security could adversely affect our business. ● New and reciprocal import tariffs imposed by the United States and other countries have been eroding the profit margins we obtain from sales of our products, and in some instances have been increasing the prices at which our products are offered for sale to customers in the U.S., which has been, and could continue to, adversely impacted demand for our products. ● The scrutiny that may be applied to sustainability practices of companies such as ours. ● Our expanding international operations are accompanied by costs, operational risks and required regulatory compliance in many jurisdictions. ● We may not be able to successfully acquire and integrate other companies and technologies, necessary for our growth, and to finance such acquisitions. ● We may be subject to significant tax liabilities, including as a result of audits of our tax returns.
As of December 31, 2024, we owned 54 issued patents in the United States and 27 provisional or pending U.S. patent applications, along with 41 pending non-U.S. patent applications. We also had 42 patents issued in non-U.S. jurisdictions, and 5 pending Patent Cooperation Treaty patent applications, which are counterparts of our U.S. patent applications.
As of December 31, 2025, we owned 60 issued patents in the United States and 27 provisional or pending U.S. patent applications, along with 37 pending non-U.S. patent applications. We also had 42 patents issued in non-U.S. jurisdictions, and 2 pending Patent Cooperation Treaty patent applications, which are counterparts of our U.S. patent applications.
Adverse economic conditions, including inflation, which was high in recent years, on the prices of goods and services have impacted the capital budgets of our customers and potential customers, who have less money to invest in our systems.
Certain adverse economic conditions, including inflation, which was high in recent years, have increased the prices of goods and services and caused a reduction in the capital budgets of our customers and potential customers, who have less money to invest in our systems and solutions.
We maintain safety stock of these chemicals in an amount which will allow us to continue our manufacturing in case of discontinuation. ● Several raw materials and pigments used in some of our inks are supplied by Heubach Group, which was acquired by Sudarshan Chemical Industries in 2024.
We maintain safety stock of these chemicals in an amount which we believe is sufficient to allow us to continue our manufacturing and qualify a new supplier in the event of discontinuation. ● Several raw materials and pigments used in some of our inks are supplied by Heubach Group, which was acquired by Sudarshan Chemical Industries in 2024.
Our ability to generate revenues could be impaired, market acceptance of our solutions could be adversely affected, and customers may instead purchase or use alternative products. 10 If operations in any of these facilities were to be disrupted due to a major equipment failure or power failure lasting beyond the capabilities of backup generators or other events outside of our reasonable control (including due to a military attack against Israel during its ongoing military conflicts), our manufacturing capacity could be shut down for an extended period, we could experience a loss of raw materials or finished goods inventory and our ability to operate our business would be harmed.
If operations in any of these facilities were to be disrupted due to a major equipment failure or power failure lasting beyond the capabilities of backup generators or other events outside of our reasonable control (including due to a military attack against Israel during its sometimes frequent military conflicts), our manufacturing capacity could be shut down for an extended period, we could experience a loss of raw materials or finished goods inventory and our ability to operate our business would be harmed.
We, too, along with certain of our current and former executives, and, in one case, our directors, the underwriters for our November 2021 follow-on public offering and Amazon, have been made subject to such securities class action litigation, which alleges that we made misrepresentations and omissions in our public statements and disclosures in violation of the Exchange Act and Rule 10b-5 promulgated thereunder.
We, along with certain of our current and former executives, have been made subject to such securities class action litigation, which alleges that we made misrepresentations and omissions in our public statements and disclosures in violation of the Exchange Act and Rule 10b-5 promulgated thereunder.
The principal competition for our Kornit X global fulfillment network (GFN) offering which enables on-demand production of textiles and other goods, comes from a variety of virtual marketplaces that are offering certain fulfillment services or applications, or purpose-built direct API connectivity to specific fulfillers.
Our primary competitors in the Direct-to-Fabric or Roll-To-Roll market include: Atexco, EFI Regiani, Epson, and Durst. The principal competition for our Kornit X global fulfillment network (GFN) offering which enables on-demand production of textiles and other goods, comes from a variety of virtual marketplaces that offer certain fulfillment services or applications, or purpose-built direct API connectivity to specific fulfillers.
We have experienced declines in systems revenues and a slower growth rate in services revenues (although consumables revenues have grown), which has led to recent overall declines in our revenues. 4 In addition to exerting the foregoing impact, macro-economic headwinds may amplify a number of risks for us, including, but not limited to, the following: ● our ability to increase sales of new, enhanced systems to existing customers may be hindered due to more cautious purchasing and investment strategies by corporate customers, in addition to systems overcapacity at some customers; ● reduced economic activity, which could lead to a recession, could negatively impact consumer discretionary spending on garments and apparel, which in turn could severely impact our business operations, financial condition, and liquidity; ● our customer success efforts, our ability to enter into new markets and to acquire new customers may be impeded, in part due to potentially lower conversion rates and delays and lengthening of our sales cycles; and ● there may be an increase in our credit losses reserves as customers face economic hardship and collectability becomes more uncertain, including due to a higher risk of bankruptcies.
If macroeconomic conditions continue to inhibit us, that would make it harder for us to continue or improve our revenue growth in future years. 4 In addition to exerting the foregoing impact, macro-economic headwinds may amplify a number of risks for us, including, but not limited to, the following: ● our ability to increase sales of, and AIC™ arrangements involving, new, enhanced systems and solutions to existing customers may be hindered due to more cautious purchasing and investment strategies by corporate customers, in addition to systems overcapacity at some customers; ● reduced economic activity, which could lead to a recession, could negatively impact consumer discretionary spending on garments and apparel, which in turn could severely impact our business operations, financial condition, and liquidity; ● our customer-success efforts, our ability to enter into new markets and to acquire new customers may be impeded, in part due to potentially lower conversion rates and delays and lengthening of our sales cycles; and ● there may be an increase in our credit losses reserves as customers face economic hardship and collectability becomes more uncertain, including due to a higher risk of bankruptcies.
We expect that the substantial majority of our revenues will continue to be denominated in U.S. dollars for the foreseeable future and that a significant portion of our expenses will continue to be denominated in NIS.
We expect that the substantial majority of our revenues will continue to be denominated in U.S. dollars for the foreseeable future and that a significant portion of our expenses will continue to be denominated in NIS. However, some of our revenue is, and will continue to be, denominated in other non-U.S. currencies such as the Euro.
In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers. Such additional required compliance would involve additional costs. The market price of our ordinary shares could be negatively affected by future sales of our ordinary shares.
In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers. Such additional required compliance would involve additional costs.
To the extent we do not successfully implement each of the foregoing safeguards related to that business model, our results of operations and financial condition could be adversely affected in a material manner. Our move towards a higher proportion of direct sales in place of indirect sales may have adverse consequences.
To the extent we do not successfully implement each of the foregoing safeguards related to that business model, our results of operations and financial condition could be adversely affected in a material manner.
The NIS depreciated relative to the U.S. dollar by 4.0%, 9.7% and 0.4% in 2022, 2023 and 2024, respectively. Because the NIS- U.S. dollar currency exchange rate is often reflective of economic, political and military developments in Israel, the United States and the rest of the world, future movements of that exchange rate are hard to predict.
Because the NIS- U.S. dollar currency exchange rate is often reflective of economic, political and military developments in Israel, the United States and the rest of the world, future movements of that exchange rate are hard to predict. The annual rate of inflation in Israel amounted to 3.0%, 3.2%, and 2.6% in 2023, 2024, and 2025, respectively.
Adverse outcomes in intellectual property disputes could: ● require us to redesign our technology or force us to enter into costly settlement or license agreements on terms that are unfavorable to us; ● prevent us from manufacturing, importing, using, or selling some or all of our solutions; ● disrupt our operations or the markets in which we compete; ● impose costly damage awards; ● require us to indemnify our distributors and customers; and ● require us to pay royalties.
We may not prevail in any such dispute or litigation, and an adverse decision in any legal action involving intellectual property rights could harm our intellectual property rights and the value of any related technology or limit our ability to execute our business. 20 Adverse outcomes in intellectual property disputes could: ● require us to redesign our technology or force us to enter into costly settlement or license agreements on terms that are unfavorable to us; ● prevent us from manufacturing, importing, using, or selling some or all of our solutions; ● disrupt our operations or the markets in which we compete; ● impose costly damage awards; ● require us to indemnify our distributors and customers; and ● require us to pay royalties.
Trade barriers and other governmental action related to tariffs around the world also have the potential to hurt the global printed fashion and textile industries in which our customers operate, by decreasing demand for our customers’ products.
If that trend were to become more significant, it could hinder our ability to operate profitably. 12 Trade barriers and other governmental action related to tariffs around the world also have the potential to hurt the global printed fashion and textile industries in which our customers operate, by decreasing demand for our customers’ products.
Our customers generally purchase our ink and other consumables on an as-needed basis, and delays in making such purchases by a number of customers could result in a meaningful shift of revenues from one quarter to the next. Moreover, we typically maintain inventories of ink and other consumables sufficient to cover our average sales for at least one quarter ahead.
Our customers generally purchase our ink and other consumables on an as-needed basis, and delays in making such purchases by one or a number of customers could result in a meaningful shift of revenues from one quarter to the next.
Summary of Risks Related to Our Ordinary Shares ● Volatility of our share price. ● Increased costs as a public company as a result of new compliance initiatives. 2 Summary of Risks Related to Our Operations in Israel ● Israeli government tax benefits we receive may be terminated if we cease to qualify for them. ● Israel’s war against the terrorist organizations Hamas and Hezbollah and, intermittently, Iran and the Houthi terrorist organization in Yemen, may adversely affect our operations. ● Terms of our Israeli research and development grants restrict our ability to transfer manufacturing operations or technology outside of Israel.
Summary of Risks Related to Our Ordinary Shares ● Volatility of our share price. ● Increased costs as a public company as a result of new compliance initiatives, including reporting obligations, conducting know-your-client background checks and various training programs. 2 Summary of Risks Related to Our Operations in Israel ● Israeli government tax benefits we receive may be terminated if we cease to qualify for them. ● Any adverse economic side effects from, or re-escalations of, Israel’s wars and military conflicts against Iran and its sponsored terrorist organizations Hamas, Hezbollah and, intermittently, the Houthi terrorist organization in Yemen, could potentially adversely affect our operations. ● Terms of our Israeli research and development grants restrict our ability to transfer manufacturing operations or technology outside of Israel.
Any widespread imposition of new or increased tariffs could, therefore, both increase the cost of producing, and reduce the demand for, our products, and any such cost increases will either require us to increase prices (which could reduce our sales) or could negatively impact our profit margins, and could, therefore, have a material adverse effect on our financial condition, results of operations and cash flows.
Any further widespread imposition of new or increased tariffs could, therefore, reduce the demand for our products (which could reduce our sales) or could negatively impact our profit margins, (as they have begun to do), and could, therefore, have a material adverse effect on our financial condition, results of operations and cash flows.
These inventories may not match customers’ demands for any given quarter, which could cause shortages or excesses in our ink and other consumables inventory and result in fluctuations of our quarterly revenues.
Moreover, we typically maintain inventories of ink and other consumables sufficient to cover our average sales for at least one quarter ahead. These inventories may not match customers’ demands for any given quarter, which could cause shortages or excesses in our ink and other consumables inventory and result in fluctuations in our quarterly revenues.
While we have increased our inventory levels in global regions in order to hedge against a potential stoppage of our ability to supply our customers from Israel due to the recent military conflicts involving Israel, there is nevertheless no guarantee as to the sufficiency of those increased levels.
While we have previously increased our inventory levels in global regions in order to hedge against a potential stoppage of our ability to supply our customers from Israel due to the recent military conflicts involving Israel, we have since reduced our inventories in global regions to normal levels.

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Biggest changeAs part of Apollo, we have included K-RIP, an embedded RIP (Raster Image Processor) solution, which is capable of supporting various types of files, including PDF files, and matches specific colors (such as spot colors and Pantones) with Kornit’s inks. It supports integration with an API workflow, which boosts the ability to automate the production floor.
Biggest changeQuickP Production is a simple to use solution that allows users to control key operating parameters, such as print resolution, perform maintenance and calibration procedures and import image files and prepare them for print. 39 As part of Apollo, we have included K-RIP, an embedded RIP (Raster Image Processor) solution, which is capable of supporting various types of files, including PDF files, and matches specific colors (such as spot colors and Pantones) with Kornit’s inks.
Factors including rising income per capita, favorable demographics and shifting consumer trends are expected to drive long-term demand in the apparel market. 31 The global printed textile industry involves printing on fabric rolls, finished garments and unsewn pieces of cut fabric at various stages along the value chain in the production of goods for fashion, apparel, and home decoration.
Factors including rising income per capita, favorable demographics and shifting consumer trends are expected to drive long-term demand in the apparel market. The global printed textile industry involves printing on fabric rolls, finished garments, and unsewn pieces of cut fabric at various stages along the value chain in the production of goods for fashion, apparel, and home decoration.
Custom Gateway Limited has several subsidiaries. Kornit (Shanghai) Digital Co., Ltd., which was incorporated on December 8, 2021, is wholly owned by Kornit Digital Asia Pacific Limited. D. Property, Plant and Equipment Our corporate headquarters are located in Rosh Ha’Ayin, Israel in an office and research and development facility consisting of approximately 125,658 square feet.
Custom Gateway Limited has several subsidiaries. Kornit (Shanghai) Digital Co., Ltd., which was incorporated on December 8, 2021, is wholly owned by Kornit Digital Asia Pacific Limited. 43 D. Property, Plant and Equipment Our corporate headquarters are located in Rosh Ha’Ayin, Israel in an office and research and development facility consisting of approximately 125,658 square feet.
Our Direct-to-Fabric capabilities cater to different market segments such as fashion and home décor. Like our DTG products, our Direct-to-Fabric solutions are designed to print on a wide range of fabrics. Our digital Direct-to-Fabric printing products also use our wet-on-wet patent and are a leading single-step, eco-friendly, stand-alone industrial Direct-to-Fabric digital textile printing products available on the market.
Our Direct-to-Fabric capabilities cater to different market segments such as fashion and home décor. Like our DTG products, our Direct-to-Fabric solutions are designed to print on a wide range of fabrics. Our digital Direct-to-Fabric printing products also use our wet-on-wet patent and are a leading single-step, eco-friendly, stand-alone industrial Direct-to-Fabric digital textile printing solution available on the market.
Unlike rotary screen printing, carousel screen printing does not require fixing the image or design with steam or hot air and, in most cases, does not require washing and drying the textile afterward. Digital Printing Processes Digital textile printing uses specially engineered inkjet heads, rather than screens and cylinders or mesh stencils, to print images and designs directly onto fabrics.
Unlike rotary screen printing, carousel screen printing does not require fixing the image or design with steam or hot air and, in most cases, does not require washing and drying the textile afterward. 35 Digital Printing Processes Digital textile printing uses specially engineered inkjet heads, rather than screens and cylinders or mesh stencils, to print images and designs directly onto fabrics.
As a result of consumer and macro trends, which were accelerated due to the COVID-19 pandemic, we believe that these businesses offer a significant and rapidly growing market for digital printing solutions. How Digital Textile Printing Addresses Industry Needs The following characteristics of digital textile printing are driving the shift from analog to digital textile printing: Manufacturing flexibility.
As a result of consumer and macro trends, which were accelerated due to the COVID-19 pandemic, we believe that these businesses offer a significant and rapidly growing market for digital printing solutions. 36 How Digital Textile Printing Addresses Industry Needs The following characteristics of digital textile printing are driving the shift from analog to digital textile printing: Manufacturing flexibility.
In addition, digital textile printing opens up opportunities to optimize processes and reduce the carbon footprint and energy expense used to decorate garments and fabrics. Our Products Our DTG solutions utilize our patented wet-on-wet printing methodology that eliminates the common practice of separately coating and drying textiles prior to printing.
In addition, digital textile printing opens up opportunities to optimize processes and reduce the carbon footprint and energy expense used to decorate garments and fabrics. 37 Our Products Our DTG solutions utilize our patented wet-on-wet printing methodology that eliminates the common practice of separately coating and drying textiles prior to printing.
This structure directly aligns our revenue growth with the operational success of customers, in-turn enhancing and deepening the relationship. The AIC™ model is targeted at businesses seeking to expand their digital production capabilities without incurring upfront capital expenditure.
This structure directly aligns our revenue growth with the operational success of customers, in turn enhancing and deepening the relationship. 40 The AIC™ model is targeted at businesses seeking to expand their digital production capabilities without incurring upfront capital expenditure.
The move to digital printing significantly reduces the need for manpower and allows for a more flexible cost structure. 35 Sustainability. Digital textile printing significantly reduces industrial water consumption and discharge of toxic chemicals by eliminating the need to wash screens for color changes and repeated use.
The move to digital printing significantly reduces the need for manpower and allows for a more flexible cost structure. Sustainability. Digital textile printing significantly reduces industrial water consumption and discharge of toxic chemicals by eliminating the need to wash screens for color changes and repeated use.
Third Party Fulfillment Centers . Companies serving as third party fulfillment for printed textile retailers. 39 Government Regulation We are subject to various local, state, federal and international laws, regulations, and agencies that affect businesses generally, and our business in particular.
Third Party Fulfillment Centers . Companies serving as third party fulfillment for printed textile retailers. Government Regulation We are subject to various local, state, federal and international laws, regulations, and agencies that affect businesses generally, and our business in particular.
Our strategy of expanding into key markets also includes reallocating our resources selectively to better penetrate the bulk apparel market for athleisure and home décor in addition to new segments including footwear and technical apparel.
Our strategy of expanding into key markets also includes reallocating our resources selectively to better penetrate the bulk apparel market, athleisure and home décor, in addition to new segments, including footwear and technical apparel.
In June 2024, we launched the new Atlas MAX Plus system which uses Kornit’s proven Atlas MAX platform to bring increased productivity of up to150 garments per hour. With integrated Smart Curing, Rapid Size Shifter pallets, and qualiset, the offering takes smart production capabilities a step forward introducing production flexibility, autonomous calibration, consistency.
In June 2024, we launched the new Atlas MAX Plus system, which uses Kornit’s proven Atlas MAX platform to bring increased productivity of up to 150 garments per hour. With integrated Smart Curing, Rapid Size Shifter pallets, and qualiset, the offering takes smart production capabilities a step forward introducing production flexibility, autonomous calibration, consistency.
Our ordinary shares began trading on the Nasdaq Global Select Market, under the symbol “KRNT,” on April 2, 2015. We are subject to the Israeli Companies Law, 5759-1999. Our principal executive offices are located at 12 Ha’Amal Street, Rosh Ha’Ayin 4809246, Israel, and our telephone number is +972-3-908-5800.
Our ordinary shares began trading on the Nasdaq Global Select Market, under the symbol “KRNT,” on April 2, 2015. We are subject to the Israeli Companies Law, 5759-1999. Our principal executive offices are located at 10 Ha’Amal Street, Rosh Ha’Ayin 4809246, Israel, and our telephone number is +972-3-908-5800.
Operating and Financial Review and Prospects- Taxation and Israeli Government Programs Applicable to Our Company” below; and ○ CE regulations for the European market. Israeli Environmental, Health and Safety Regulations .
Operating and Financial Review and Prospects- Taxation and Israeli Government Programs Applicable to Our Company” below; and ○ CE regulations for the European market. 42 Israeli Environmental, Health and Safety Regulations .
In November 2022, we entered into a new agreement for the lease of 18,256 square feet, in addition to our existing 14,057 square feet, for our office in Dusseldorf, Germany, which we have been using as an experience center. The lease will expire in 2028, with an option to extend the lease for two additional five-year periods. ITEM 4A.
In November 2022, we entered into a new agreement for the lease of 18,256 square feet, in addition to our existing 14,057 square feet, for our office in Dusseldorf, Germany, which we have been using as an experience center. The lease will expire in 2028, with an option to extend the lease for two additional five-year periods.
While the DTG market generally involves printing on finished garments, the Direct-to-Fabric market is focused on printing on fabrics that are subsequently converted into finished garments, home décor and other items. The Presto MAX, like our predecessor Direct-to-Fabric products, the Presto and Allegro, utilizes our proprietary wet-on-wet printing methodology and houses an integrated drying and curing system.
While the DTG market generally involves printing on finished garments, the Direct-to-Fabric market is focused on printing on fabrics that are subsequently converted into finished garments, home décor and other items, including footwear. The Presto MAX, like our predecessor Direct-to-Fabric products, the Presto and Allegro, utilizes our proprietary wet-on-wet printing methodology and houses an integrated drying and curing system.
Additionally, we could be subject to significant fines or other civil and criminal penalties should we not achieve such compliance. 40 C.
Additionally, we could be subject to significant fines or other civil and criminal penalties should we not achieve such compliance. C.
Kornit Konnect, our cloud-based, software analytics connectivity platform enables businesses to maximize productivity of their digital printing solutions. In its first phase, Kornit Konnect enables businesses to monitor production, analyze data, become insights-driven and manage their fleet, in order to eliminate blind spots.
Kornit Konnect, our cloud-based, software analytics connectivity platform enables businesses to maximize productivity of their digital printing solutions. Kornit Konnect enables businesses to monitor production, analyze data, become insights-driven and manage their fleet, in order to eliminate blind spots.
Our Customers Our diverse global customer base consisted of approximately 865 active customers as of December 31, 2024. Our installed base serves a variety of customers, operating through different business models. Self-Fulfillment . Companies that produce printed textiles and sell their own designs. Hybrid Printers . Companies that produce printed textiles both in-house and outsource to third party fulfillment providers.
Our Customers Our diverse global customer base consisted of approximately 802 active customers as of December 31, 2025. Our installed base serves a variety of customers, operating through different business models. Self-Fulfillment . Companies that produce printed textiles and sell their own designs. Hybrid Printers . Companies that produce printed textiles both in-house and outsource to third party fulfillment providers.
Under this model, Kornit retains ownership of the system, while the customer operates the system and is charged a fixed fee per impression produced. The fixed fee paid by customers covers system usage, ink, consumables, and service, eliminating the need for extensive capital investment.
Under this model, Kornit retains ownership of the system, while the customer operates the system and is charged a fixed fee per impression produced. The fixed fee paid by customers covers system usage (and license to the accompanying software), ink, consumables, and service, eliminating the need for extensive capital investment.
Customers commit to a minimum annual volume of impressions at the fixed price, typically over a five-year contractual period with successive one-year automatic renewals. If a customer surpasses its minimum volume commitment, incremental impressions are billed at a reduced rate, creating a strong incentive to optimize system usage and scale production.
Customers commit to a minimum annual volume of impressions at the fixed price, typically over a five-year contractual period with successive one-year automatic renewals. If a customer surpasses its minimum volume commitment, incremental impressions are typically billed at a reduced rate, designed to create an incentive to optimize system usage and scale production.
As of December 31, 2024, we had service contracts in place with approximately 34% of our industrial and mass production installed base. AIC™ – All-Inclusive Click business model In early 2024, the Company formally introduced the All-Inclusive Click (AIC™) model, which is designed to provide customers with a predictable, scalable, and cost-effective approach to digital printing.
As of December 31, 2025, we had service contracts (including systems under warranty) in place with approximately 34% of our industrial and mass production installed base. AIC™ - All-Inclusive Click business model In early 2024, we formally introduced the All-Inclusive Click (AIC™) model, which is designed to provide customers with a predictable, scalable, and cost-effective approach to digital printing.
With the KornitX production floor solution, orders are routed and managed to facilitate efficient on-demand production on a mass scale. Our Services Our service offering consists of system upgrade kits, maintenance and support, consulting and professional services. We continue to expand our services capabilities and aim to increase the number of customers that rely on our service for their systems.
KornitX, together with our production solution ecosystem, manages and routes orders to facilitate efficient on-demand production on a mass scale. Our Services Our service offering consists of system upgrade kits, maintenance and support, consulting and professional services. We continue to expand our services capabilities and aim to increase the number of customers that rely on our service for their systems.
According to Future Market Insights (FMI), the global digital textile printing market is set to experience substantial growth over the forecast period, with a projected compound annual growth rate (CAGR) of 12.1% from 2024 to 2034.
According to Future Market Insights (FMI), the global digital textile printing market is set to experience substantial growth over the forecast period, with a projected compound annual growth rate (CAGR) of 12.5% from 2025 to 2035.
Digital textile printing generally uses either dye-based or pigment-based ink. 34 The digital textile printing market principally includes two types of printing processes: Direct-to-Garment (DTG) In DTG printing, an inkjet printer prints directly on the textile. DTG printing allows for printing images and designs onto finished textiles, such as t-shirts that have already been sewn and dyed.
The digital textile printing market principally includes two types of printing processes: Direct-to-Garment (DTG): In DTG printing, an inkjet printer prints directly on the textile. DTG printing allows for printing images and designs onto finished textiles, such as t-shirts that have already been sewn and dyed.
According to a report published by Statista in October 2024, the value of the global apparel retail market was approximately $1.73 trillion in 2023 and is forecasted to grow to $2.04 trillion in 2029, reflecting a compound annual growth rate (CAGR) of 2.6% between 2025 and 2029.
According to a report published by Statista in October 2025, the value of the global apparel market was approximately $1.8 trillion and is forecasted to grow to $2 trillion by 2029, reflecting a compound annual growth rate (CAGR) of 2.64% between 2025 and 2029.
Our series of ink sets for DTG systems, includes NeoPigment®, NeoPigment® Rapid, NeoPigment® Eco-Rapid and NeoPigment® Olympia. The first two ink sets are designed for Kornit legacy products, while the Eco-Rapid is the most advanced ink set designed for retail quality. These three ink sets are available in seven colors (W+CMYKRG) and a complementary binding agent.
The first two ink sets are designed for Kornit legacy products, while the Eco-Rapid is the most advanced ink set designed for retail quality. These three ink sets are available in seven colors (W+CMYKRG) and a complementary binding agent.
In automated carousel screen printing, a blade or squeegee squeezes printing paste or ink through mesh stencils onto fabric. The process typically employs a series of printing stations arranged in a carousel. At each station, one color of ink is pressed through specially prepared mesh stencils, or screens, on to the textile surface.
The process typically employs a series of printing stations arranged in a carousel. At each station, one color of ink is pressed through specially prepared mesh stencils, or screens, on to the textile surface.
This coating process is essential for achieving the desired chemical reaction between the ink and the fabric. The fabric is dried following pre-treatment. After the ink drops are applied, the printed fabric undergoes a process of fixation that is also specific to the type of fabric and ink being used.
This coating process is essential for achieving the desired chemical reaction between the ink and the fabric. The fabric is dried following pre-treatment. After the ink drops are applied, the printed fabric undergoes a process of fixation that is also specific to the type of fabric and ink being used. Digital textile printing generally uses either dye-based or pigment-based ink.
Through these value-added services, we can increase system availability and utilization, end-user product quality, and increase impressions, thereby requiring more ink and other consumables purchases as well as potential investment in new systems as our customers require additional capacity. Extend our leadership position through acquisitions and strategic partnerships We seek to continue to differentiate ourselves and extend our leadership position.
Through these value-added services, we can increase system availability and utilization, end-user product quality, and increase impressions, thereby requiring more ink and other consumables purchases as well as potential investment in new systems as our customers require additional capacity.
Besides reaching new customers, we also seek to increase our sales to existing customers, particularly sales of our ink and other consumables. At the same time, we are pursuing new high-volume customers, including new customers in the screen replacement market, which should help drive an increase in the sale of ink and other consumables.
At the same time, we are pursuing new high-volume customers, including new customers in the screen replacement market, which should help drive an increase in the sale of ink and other consumables.
Principal Capital Expenditures Capital expenditures in the years ended December 31, 2022, 2023 and 2024 were approximately $18.0 million, $7.0 million, and $15.1 million, respectively, and were principally used for the purchase of property, plant and equipment and, in 2024, for the production of equipment for lease.
Principal Capital Expenditures Capital expenditures in the years ended December 31, 2025, 2024 and 2023 were approximately $21.3 million, $15.1 million, and $7.0 million, respectively, and were principally used for the production of equipment for lease in each of 2025, 2024 and 2023.
Our Strategy for Growth Our strategy includes three key pillars which are as follows: Expand in Growth Markets We plan to continue growing our customer base by targeting new customers in markets that are adjacent to those in which we have been operating.
AIC™ is currently available for the Apollo, Atlas MAX and Atlas MAX Poly systems. Our Strategy for Growth Our strategy includes three key pillars which are as follows: Expand in Growth Markets We plan to continue growing our customer base by targeting new customers in markets that are adjacent to those in which we have been operating.
Presto MAX also allows printing using Neon colors to achieve expanded color gamut and a wide variety of applications. Presto MAX also includes Kornit’s innovative XDi technology allowing 3D-effects and enabling our customers to penetrate higher margin premium markets. During the last quarter of 2024, we commenced the final test stage of our “Vivido” ink set.
Presto MAX also allows printing using Neon colors to achieve expanded color gamut and a wide variety of applications. Presto MAX also includes Kornit’s innovative XDi technology allowing 3D-effects and enabling our customers to penetrate higher margin premium markets.
Our solutions are designed to enable our customers to remain relevant, reduce waste, and adapt to shifting supply chain dynamics. We focus on the rapidly growing high throughput DTG (direct to garment) and Direct to Fabric segments of the printed textile industry. Our solutions include our proprietary digital printing systems, ink, and other consumables, associated software and value-added services.
We focus on the rapidly growing high throughput DTG (direct to garment) and Direct to Fabric segments of the printed textile industry. Our solutions include our proprietary digital printing systems, curing systems, ink, and other consumables, associated software and value-added services.
Our channel partners work closely with our sales force and assist us by identifying potential sales targets, closing new business, and maintaining relationships with, and, in certain jurisdictions, providing support directly to our customers. Maintenance and support for our systems is performed either by our own service organization or by service engineers employed by our distributors.
Our channel partners work closely with our sales force and assist us by identifying potential sales targets, closing new business, and maintaining relationships with, and, in certain jurisdictions, providing support directly to our customers.
We also maintain a disaster recovery site in Milwaukee, Wisconsin, where we are able to manufacture the fixation agent for some of our printers and ink.
We maintain additional sales, support and marketing offices in: Dusseldorf, Germany; Hong Kong; the United Kingdom and Japan. We also maintain a disaster recovery site in Milwaukee, Wisconsin, where we are able to manufacture the fixation agent for some of our printers and ink.
Kornit’s RIP (Raster Image Processor) solution – K-RIP, is integrated into the Apollo, enabling it to print spot colors and specific Pantones with ease.
Kornit’s RIP (Raster Image Processor) solution - K-RIP, is integrated into the Apollo, enabling it to print spot colors and specific Pantones with ease. We intend to continue developing and adding additional features to Apollo to further enhance flexibility, quality, and productivity.
This remarkable growth is expected to drive the market from USD 2,989.6 million in 2024 to a forecasted USD 8,897.3 million by 2034, indicating strong demand for advanced printing technologies in the textile industry.
This growth is expected to drive the market from $3.8 billion in 2025 to a forecasted $12.3 billion by 2035, indicating strong demand for advanced printing technologies in the textile industry.
The two primary methods of screen printing are rotary screen printing and automated carousel screen printing. The following chart summarizes the key steps involved in the analog printing process: Rotary Screen Printing Rotary screen printing is commonly used to print on outerwear, underwear, sportswear, upholstery, and linens. It involves multiple, time-consuming process steps.
The following chart summarizes the key steps involved in the analog printing process: Rotary Screen Printing: Rotary screen printing is commonly used to print on outerwear, underwear, sportswear, upholstery, and linens. It involves multiple, time-consuming process steps. Rolls of fabric pass through rotating cylinders that are engraved with the image or design to be printed.
We intend to continue developing and adding additional features to Apollo to further enhance flexibility, quality, and productivity. 36 Kornit’s new energy-efficient Smart Curing solutions includes Orion for mid-level production, and Titan for higher-capacity volumes - both optimized for compatibility with Kornit Atlas MAX systems and based on field-proven solutions developed by Tesoma.
Kornit’s energy-efficient Smart Curing solutions includes Orion for mid-level production, and Titan for higher-capacity volumes - both optimized for compatibility with Kornit Atlas MAX systems and based on field-proven solutions developed by Tesoma. The Lunar smart curing platform brings the same capabilities to Kornit’s Apollo solution.
With the rise of social media, consumers also increasingly expect that both their online and in-store shopping experiences will reflect the latest apparel trends, which are evolving more rapidly than ever before.
With the rise of social media, consumers also increasingly expect that both their online and in-store shopping experiences will reflect the latest apparel trends, which are evolving more rapidly than ever before. To meet these consumer demands, many fulfillers and demand generators have faced rising inventories, higher variable costs, more unsold finished goods, and lower pricing.
Rolls of fabric pass through rotating cylinders that are engraved with the image or design to be printed. Each cylinder then applies ink of a different color, which forms part of the image or design. This process is generally used to print a pattern on a fabric roll that is then cut and sewn into finished products.
Each cylinder then applies ink of a different color, which forms part of the image or design. This process is generally used to print a pattern on a fabric roll that is then cut and sewn into finished products. Rotary screen engraving is a costly process that takes between four and five hours per cylinder and is frequently done offsite.
To meet these consumer demands, many fulfillers and demand generators have faced rising inventories, higher variable costs, more unsold finished goods, and lower pricing. 30 When compared with analog methods of production, our solutions significantly reduce production lead times and enable our customers to produce smaller quantities of individually printed designs more effectively, sustainably, and cost-efficiently.
When compared with analog methods of production, our solutions significantly reduce production lead times and enable our customers to produce smaller quantities of individually printed designs more effectively, sustainably, and cost-efficiently.
The lease for this office expires in December 2028, with an option for us to extend the lease for an additional two years. In January 2022, we announced the official opening of a new, modern, ink manufacturing facility in Kiryat Gat, Israel.
The lease for this office, which we entered into with Industrial Building Corporation in 2007, currently expires on December 31, 2028, and we have an option to extend the lease until December 31, 2030. In January 2022, we announced the official opening of a new, modern, 71,440 square foot, ink manufacturing and storage facility in Kiryat Gat, Israel.
Our channel partners, in turn, sell the solutions they purchase from us to customers for whom we provide installation services, or sell and install our solutions on their own.
We have historically generated a significant portion of our sales through a global network of independent agents, distributors and value-added resellers that we refer to as our channel partners. Our channel partners, in turn, sell the solutions they purchase from us to customers for whom we provide installation services, or sell and install our solutions on their own.
During 2023 we launched our Rapid Size Shifter (RSS) Pallet for our Atlas Max platform. RSS is a single adjustable pallet for multiple applications and product sizes.
Smart curing systems allow integration between our different Max platforms to the curing system, increasing print quality, energy efficiency and flexibility. 38 During 2023 we launched our Rapid Size Shifter (RSS) Pallet for our Atlas Max platform. RSS is a single adjustable pallet for multiple applications and product sizes.
For our roll-to-roll systems, we offer the NeoPigment® Robusto ink set, which consists of up to nine colors (W+CMYKRGNyNp) in several different configurations.
For our roll-to-roll systems, we offer the NeoPigment® Robusto ink set, which consists of up to nine colors (W+CMYKRGNyNp) in several different configurations. We also offer customers maintenance and support services, as well as value-added services and application consulting, aimed at optimizing the number of impressions printed by our systems.
Social Media Social media platforms, merging media and network categories, have significantly impacted the retail landscape, influencing communication, consumer trends, and brand perception. As of October 2024, 5.22 billion users (63.8% of the global population) were active on social media, with over 304 million users in the U.S. alone, according to DataReportal and Statista.
As of 2025, 5.24 billion users (63.9% of the global population) were active on social media, with over 304 million users in the U.S. alone, according to DataReportal and Statista.
Customers exploring this model can now directly compare their existing unit production costs to AIC’s fixed price per impression while only needing to make assumptions on labor costs. 38 Kornit recognizes revenue from AIC™ over time as impressions are generated, which differs from our traditional selling model where the sale of a system is recognized at the time of delivery.
Customers exploring this model can now directly compare their existing unit production costs to AIC’s fixed price per impression while only needing to make assumptions on labor costs. Kornit recognizes revenue from AIC™ arrangements through a combination of lease and non-lease components.
We have an attractive business model, with our growing installed base of systems driving recurring sales of ink and other consumables. Our ink and other consumables are specially formulated to enable our systems to operate at the highest throughput level while adhering to high print quality requirements.
We have an attractive business model, with our growing installed base of systems driving recurring sales of ink and other consumables.
This varies among the four regions we serve, depending on the infrastructure we have established in each region. We provide professional services directly to some of our customers in all regions.
Maintenance and support for our systems is performed either by our own service organization, including both direct employees and third parties, or by service engineers employed by our distributors. This varies among the regions we serve, depending on the infrastructure we have established in each region. We provide professional services directly to some of our customers in all regions.
The Lunar smart curing platform brings the same capabilities to Kornit’s Apollo solution. These highly efficient curing systems sync production and finish for an end-to-end process that reduces both energy consumption and total cost of ownership (TCO). Smart curing systems allow integration between our different Max platforms to the curing system, increasing print quality, energy efficiency and flexibility.
These highly efficient curing systems sync production and finish for an end-to-end process that reduces both energy consumption and total cost of ownership (TCO).
From a practical point of view, companies are focusing their sustainability strategies to include technological improvements that enable cleaner production, pollution prevention, and other sustainable manufacturing practices. 32 Overview of Textile Printing Processes The graphic and accompanying description below present various textile printing processes: Screen printing is the most commonly used printing process for textiles.
While industrial production is considered part of the problem, it is now also considered as part of the solution. From a practical point of view, companies are focusing their sustainability strategies to include technological improvements that enable cleaner production, pollution prevention, and other sustainable manufacturing practices.
Industry trends E-Commerce The global e-commerce market has undergone significant growth in the past two decades, expanding in the U.S. from only ~2% of total retail sales in 2003 to 16.2% in late 2024 according to the U.S. census bureau.
FMI expects the inkjet printing segment to dominate with a 72.0% market share, while fashion and apparel will lead the end-use application segment with a 48.0% share. 33 Industry trends E-Commerce The global e-commerce market has undergone significant growth in the past two decades, expanding in the U.S. from only ~2% of total retail sales in 2003 to 15.9% in early 2025 according to the U.S. census bureau.
We own the property and the building at this facility (subject to a 49-year lease agreement with the ILA, which will renew for an additional 49 years). Our capital expenditures for 2021 and 2022 included approximately $2.5 million paid for the land for our new 71,440 square foot ink manufacturing and storage facility in Kiryat Gat, Israel.
We own the property and the building at this facility (subject to a 49-year lease agreement with the ILA, which will renew for an additional 49 years). Our U.S. headquarters are located in Englewood, New Jersey.
Our go-to-market strategy consists of a hybrid model of indirect and direct sales, with a trend towards adopting a direct sales model in certain key markets. We have historically generated a significant portion of our sales through a global network of independent agents, distributors and value-added resellers that we refer to as our channel partners.
Our go-to-market strategy for outright sales of our systems consists of a hybrid model of indirect and direct sales, with a trend towards adopting a direct sales model in certain key markets.
Business Overview We are a leading global developer and provider of innovative digital solutions for the printed textile industry. We aim to transform the industry by shifting demand generators and fulfillers from outdated and stagnant analog processes to innovative digital processes.
We aim to transform the industry by shifting demand generators and fulfillers from outdated and stagnant analog processes to innovative digital processes. Our solutions are designed to enable our customers to remain relevant, reduce waste, and adapt to shifting supply chain dynamics.
We also offer customers maintenance and support services, as well as value-added services and application consulting, aimed at optimizing the number of impressions printed by our systems. 37 Our Software Solutions Our DTG systems arrive with our QuickP Production software embedded. The software manages the system operation and prepares image files for printing.
Our Software Solutions Our DTG systems arrive with our QuickP Production software embedded. The software manages the system operation and prepares image files for printing.
Concurrently, the creator economy is expanding, with social media and e-commerce platforms enabling creators to monetize their digital content. In 2024, e-commerce apparel sales are projected to reach $457 billion, accounting for 26% of the overall apparel market, and reflecting a 12% increase from 2023.
Concurrently, the creator economy is expanding, with social media and e-commerce platforms enabling creators to monetize their digital content. As of 2025, global e-commerce apparel sales reached an estimated $779.30 billion, and are projected to grow to $1,706.58 billion by 2034, reflecting a CAGR of 9.10% from 2025 to 2034, according to Precedence Research.
The Vivido is expected to enable the printing of deep and natural blacks while reducing ink consumption and improving hand feel. Additionally, Kornit is anticipated to launch the Qualiset system also as part of the Presto MAX platform, which facilitates automatic machine calibrations ensuring quality and consistency.
Additionally, Kornit plans to launch the Qualiset system also as part of the Presto MAX platform, which facilitates automatic machine calibrations ensuring quality and consistency. Our series of ink sets for DTG systems, includes NeoPigment®, NeoPigment® Rapid, NeoPigment® Eco-Rapid and NeoPigment® Olympia.
We intend to capitalize on the continued growth of the DTG market by expanding our diverse global customer base, focusing particularly on fast-growing web-to-print businesses. We similarly strive to capture a greater share of the growing market for Direct-to-Fabric, which has emerged as a transformative technology within the apparel industry.
We similarly strive to capture a greater share of the growing market for Direct-to-Fabric, which has emerged as a transformative technology within the apparel industry. Besides reaching new customers, we also seek to increase our sales to existing customers, particularly sales of our ink and other consumables.
Rotary screen engraving is a costly process that takes between four and five hours per cylinder and is frequently done offsite. Preparation of colors typically takes an additional 30 minutes and the setup of the printer itself typically takes nearly 1.5 hours. The process can require up to seven people.
Preparation of colors typically takes an additional 30 minutes and the setup of the printer itself typically takes nearly 1.5 hours. The process can require up to seven people. The maximum size of an image or design is limited based on the circumference of the cylinders, which is typically no more than 60 centimeters.
Consequently, production activities at Tesoma’s German facility were discontinued as of March 15, 2025. We did not make any capital expenditures for the acquisition of interests in other companies in 2023 or 2024, nor have we done so thus far in 2025. B.
We did not make any capital expenditures for the acquisition of interests in any companies in any of 2023, 2024 or 2025, nor have we done so thus far in 2026. 31 B. Business Overview We are a leading global developer and provider of innovative digital solutions for the printed textile industry.
The maximum size of an image or design is limited based on the circumference of the cylinders, which is typically no more than 60 centimeters. 33 The following diagram depicts the analog rotary screen printing process: Automated Carousel Screen Printing. Automated carousel screen printing is commonly used to print on finished garments and cut pieces.
The following diagram depicts the analog rotary screen printing process: Automated Carousel Screen Printing: Automated carousel screen printing is commonly used to print on finished garments and cut pieces. In automated carousel screen printing, a blade or squeegee squeezes printing paste or ink through mesh stencils onto fabric.
We have entered into a lease for these headquarters, which includes approximately 15,845 square feet of offices and a warehouse. The lease for this location expires in February 2028. We maintain additional sales, support and marketing offices in: Dusseldorf, Germany; Hong Kong; the United Kingdom and Japan.
We (through our U.S. subsidiary, Kornit Digital North America, Inc.) are party to a lease agreement with Bonanno Real Estate Group I, L.P. for this headquarters location, which include approximately 15,845 square feet of offices and a warehouse. The lease for this location expires in February 2028.
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The aggregate amount for 2021 and 2022 included approximately $2.5 million paid for the land for our new 6,637 square meter ink manufacturing and storage facility in Kiryat Gat, Israel, which we opened on January 26, 2022.
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Our ink and other consumables are specially formulated to enable our systems to operate at the highest throughput level while adhering to high print quality requirements. 32 We intend to capitalize on the continued growth of the DTG market by expanding our diverse global customer base, focusing particularly on fast-growing web-to-print businesses.
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The total cost for land, construction of the facility, design and installation of the production line, was approximately NIS 69 million (approximately $22 million). We used cash on hand to finance the construction of that facility. 29 On April 5, 2022, we completed the acquisition of Lichtenau, Germany-based Tesoma GmbH, or Tesoma.
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In 2024 we introduced a new business model, the All-Inclusive Click, or AIC™. In AIC™ transactions, Kornit provides a full solution to its customers, including the printing system, ink and other consumables, service, software and training, and the customers agree to pay a fixed price per impression, subject to a minimum annual commitment, typically a five-year commitment.
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Tesoma is globally recognized for the high-quality engineering and performance of its cutting-edge textile curing solutions. The total cash consideration for this acquisition was 15.4 million Euros. In February 2025, after having integrated Tesoma’s customer service, and research and development, teams into our overall business operations, we commenced the transition of Tesoma’s production activities to our third-party manufacturer.
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We seek to increase the portion of new deals done under the AIC™ model, driving an increased level of partnership with our customers, generating annual recurring revenues (ARR), and improving revenue predictability. The AIC™ model reduces capital investment barriers and aligns cost structure to revenues for our customers.
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While industrial production is considered part of the problem, it is now also considered as part of the solution.
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North America led the global market with the highest market share of e-commerce apparel— 34% in 2024 (Precedence Research). Social Media Social media platforms, merging media and network categories, have significantly impacted the retail landscape, influencing communication, consumer trends, and brand perception.
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QuickP Production is a simple to use solution that allows users to control key operating parameters, such as print resolution, perform maintenance and calibration procedures and import image files and prepare them for print.
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Overview of Textile Printing Processes The graphic and accompanying description below present various textile printing processes: 34 Screen printing is the most commonly used printing process for textiles. The two primary methods of screen printing are rotary screen printing and automated carousel screen printing.
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Systems under the AIC™ model are reported as property, plant and equipment, net on our balance sheet and are depreciated over seven years. Currently, AIC™ is available for the Apollo and Atlas MAX systems.
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It supports integration with an API workflow, which boosts the ability to automate the production floor. During 2025 we commenced final testing of a standalone software solution which includes both the RIP functionality of KRIP and a fleet management solution. This solution is anticipated to serve each of Apollo, Atlas and mixed fleet customers.
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The total cost for land, construction of the facility, design, and installation of the production line, was approximately NIS 69 million (approximately $22 million). We used cash on hand to finance the construction of that facility. Our U.S. headquarters are located in Englewood, New Jersey.
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The portion allocated to the lease component is recognized on a straight-line basis over the term of the arrangement as the system is made available for use. Revenue associated with the non-lease components, including ink, consumables, software and services, is recognized over time based on actual usage, as measured by impressions generated.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThese reductions to revenue are made based upon reasonable and reliable estimates that are determined according to historical experience and the specific terms and conditions of the incentive. 56 In cases in which old systems are traded in as part of sales of new systems, the fair value of the old systems is recorded as inventory, provided that such value can be recoverable.
Biggest changeIn cases in which old systems are traded in as part of sales of new systems, the fair value of the traded-in systems is recorded as inventory, provided that such value is recoverable. 65 Goodwill The purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition.
We believe that any such trends could have a material effect on our results of operations, liquidity, or financial condition or could cause our reported financial information not to be necessarily indicative of future operating results or financial condition. 55 E.
We believe that any such trends could have a material effect on our results of operations, liquidity, or financial condition, or could cause our reported financial information not to be necessarily indicative of future operating results or financial condition. E.
The benefits period is limited to 12 years from the year the company first chose to have the tax benefits apply. 50 A company qualifying for tax benefits under the 2005 Amendment which pays a dividend out of income derived by its Benefited Enterprise during the tax exemption period will be subject to deferred corporate tax in respect of the gross amount of the dividend distributed (grossed-up to reflect the pre-tax income that it would have had to earn in order to distribute the dividend) at the corporate tax rate which would have otherwise been applicable.
The benefits period is limited to 12 years from the year the company first chose to have the tax benefits apply. 58 A company qualifying for tax benefits under the 2005 Amendment which pays a dividend out of income derived by its Benefited Enterprise during the tax exemption period will be subject to deferred corporate tax in respect of the gross amount of the dividend distributed (grossed-up to reflect the pre-tax income that it would have had to earn in order to distribute the dividend) at the corporate tax rate which would have otherwise been applicable.
Law for the Encouragement of Capital Investments, 5719-1959 The Law for the Encouragement of Capital Investments, 5719-1959, generally referred to as the Investment Law, provides certain incentives for capital investments in production facilities (or other eligible assets) by “Industrial Enterprises” (as defined under the Investment Law). 49 The Investment Law has been amended several times over the recent years, with the three most significant changes effective as of April 1, 2005, or the 2005 Amendment, as of January 1, 2011, or the 2011 Amendment and as of January 1, 2017, or the 2017 Amendment.
Law for the Encouragement of Capital Investments, 5719-1959 The Law for the Encouragement of Capital Investments, 5719-1959, generally referred to as the Investment Law, provides certain incentives for capital investments in production facilities (or other eligible assets) by “Industrial Enterprises” (as defined under the Investment Law). 57 The Investment Law has been amended several times over the recent years, with the three most significant changes effective as of April 1, 2005, or the 2005 Amendment, as of January 1, 2011, or the 2011 Amendment and as of January 1, 2017, or the 2017 Amendment.
Kornit Technologies has filed a notification that it wishes to apply the new benefits under the 2011 Amendment. New Tax benefits under the 2017 Amendment that became effective on January 1, 2017.
Kornit Technologies has filed a notification that it wishes to apply the new benefits under the 2011 Amendment. 59 New Tax benefits under the 2017 Amendment that became effective on January 1, 2017.
As of December 31, 2024, we did not have any indebtedness for borrowed amounts. Interest income consists of interest earned on our cash, cash equivalents, short-term bank deposits and marketable securities, offset by amortization of premium on marketable securities. We expect interest income to vary depending upon our average investment balances and market interest rates during each reporting period.
As of December 31, 2025, we did not have any indebtedness for borrowed amounts. Interest income consists of interest earned on our cash, cash equivalents, short-term bank deposits and marketable securities, offset by amortization of premium on marketable securities. We expect interest income to vary depending upon our average investment balances and market interest rates during each reporting period.
We began selling the Presto MAX commercially in 2021, two years after having introduced our Direct-to-Fabric digital textile printing solution, the Presto in 2019. 42 Our go-to-market strategy consists of a hybrid model of indirect and direct sales, with a trend towards adopting a direct sales model in certain key markets.
We began selling the Presto MAX commercially in 2021, two years after having introduced our Direct-to-Fabric digital textile printing solution, the Presto, in 2019. 45 Our go-to-market strategy consists of a hybrid model of indirect and direct sales, with a trend towards adopting a direct sales model in certain key markets.
While our statements of cash flows in Item 18 of this annual report include cash flow data for each of the three years ended December 31, 2022, 2023, and 2024, the data and discussion contained in this Item 5.B is limited to a comparison of our liquidity and capital resources- including cash flows- for the years ended December 31, 2023 and 2024.
While our statements of cash flows in Item 18 of this annual report include cash flow data for each of the three years ended December 31, 2025, 2024, and 2023, the data and discussion contained in this Item 5.B is limited to a comparison of our liquidity and capital resources- including cash flows- for the years ended December 31, 2025 and 2024.
While our statements of operations in Item 18 of this annual report cover each of the three years ended December 31, 2022, 2023, and 2024, the data, and discussion and analysis, in this Item 5.A do not address the year ended December 31, 2022, or a comparison of our results of operations for that year compared with our results of operations for the year ended December 31, 2023.
While our statements of operations in Item 18 of this annual report cover each of the three years ended December 31, 2025, 2024, and 2023, the data, and discussion and analysis, in this Item 5.A do not address the year ended December 31, 2023, or a comparison of our results of operations for that year compared with our results of operations for the year ended December 31, 2024.
ITEM 5. Operating and Financial Review and Prospects . The information contained in this section should be read in conjunction with our financial statements for the year ended December 31, 2024 and related notes and the information contained elsewhere in this annual report. Our financial statements have been prepared in accordance with U.S. GAAP.
ITEM 5. Operating and Financial Review and Prospects . The information contained in this section should be read in conjunction with our financial statements for the year ended December 31, 2025 and related notes and the information contained elsewhere in this annual report. Our financial statements have been prepared in accordance with U.S. GAAP.
Historically, we have funded our working capital requirements, primarily for inventory, accounts receivable and capital expenditures, from cash flows provided by our operating activities, investments in our equity securities, and cash and cash equivalents on hand.
Historically, we have funded our working capital requirements, primarily for inventory, trade receivable and capital expenditures, from cash flows provided by our operating activities, investments in our equity securities, and cash and cash equivalents on hand.
Net Cash Used in Financing Activities Year Ended December 31, 2024 Net cash used in financing activities was $84.8 million for the year ended December 31, 2024 and was primarily attributable to the repurchase of ordinary shares in an amount of $84.1 million.
Year Ended December 31, 202 4 Net cash used in financing activities was $84.8 million for the year ended December 31, 2024 and was primarily attributable to the repurchase of ordinary shares in an amount of $84.1 million.
For a discussion of our cash flows for the year ended December 31, 2022, and a comparison of those cash flows with those for the year ended December 31, 2023, please see “Item 5. Operating and Financial Review and Prospects-B.
For a discussion of our cash flows for the year ended December 31, 2023, and a comparison of those cash flows with those for the year ended December 31, 2024, please see “ITEM 5. Operating and Financial Review and Prospects- B.
We believe that the following significant accounting policies are the basis for the most significant judgments and estimates used in the preparation of our consolidated financial statements. Revenue Recognition We generate revenues from sales of systems, consumables and services.
We believe that the following significant accounting policies are the basis for the most significant judgments and estimates used in the preparation of our consolidated financial statements. 64 Revenue Recognition We generate revenues from the sale of systems, consumables and services.
Our cash requirements have principally been for working capital, capital expenditures and acquisitions, and in 2023 and 2024, our cash was also used for repurchasing our ordinary shares.
Our cash requirements have principally been for working capital, capital expenditures and acquisitions, and in 2025 and 2024, our cash was also used for repurchasing our ordinary shares.
Operating Results- Comparison of Period to Period Results of Operations- Comparison of the Years Ended December 31, 2023 and 2024- Operating Expenses-- Research and Development, net” and the corresponding portions of our Annual Report on Form 20-F for the year ended December 31, 2023, which we filed with the SEC on March 28, 2024. D.
Operating Results- Comparison of Period to Period Results of Operations- Comparison of the Years Ended December 31, 2025 and 2024- Operating Expenses-- Research and Development, net” and the corresponding portions of our Annual Report on Form 20-F for the year ended December 31, 2024, which we filed with the SEC on March 27, 2025. D.
Our print heads, spare parts and upgrade kits revenues are recognized at the point in time when control has transferred, in accordance with the agreed-upon delivery terms. Service contracts and software subscriptions are recognized over time, on a straight-line basis, over the period of the service.
Revenues from print heads, spare parts and upgrade kits are recognized at the point in time when control has transferred in accordance with the agreed-upon delivery terms. Service contracts and software subscriptions are recognized over time, on a straight-line basis, over the term of the service.
Revenues from products, which consist of systems and consumables, are recognized at the point in time when control has transferred, in accordance with the agreed-upon delivery terms. Revenues from services are derived mainly from the sale of print heads, spare parts, upgrade kits, software subscription and service contracts.
Revenues from products, which consist primarily of systems and consumables, are recognized at the point in time when control has transferred to the customer in accordance with the agreed-upon delivery terms. Revenues from services are derived mainly from the sale of print heads, spare parts, upgrade kits, software subscriptions and service contracts.
Net cash provided by operating activities in 2024 reflected a net loss of $16.8 million, the elimination of non-cash expense line items, such as share-based compensation expenses of $21.8 million, restructuring expenses of $1.2 million, depreciation and amortization of $13.0 million and the fair value of warrants deducted from revenues of $3.3 million, and a decrease of accounts receivable of $28.2 million, a decrease in inventory of $3.0 million, and an increase in trade payables of $2.2 million.
Net cash provided by operating activities in 2024 reflected a net loss of $16.8 million, as adjusted to eliminate non-cash expense line items, such as share-based compensation expenses of $21.8 million, restructuring and other charges of $1.2 million, depreciation and amortization of $13.0 million, and the fair value of warrants deducted from revenues of $3.3 million, and a decrease of trade receivable of $28.2 million, a decrease in inventory of $3.0 million, and an increase in trade payables of $2.2 million.
Comparison of the Years Ended December 31, 2023 and 2024 The following tables present a comparison of the various components of our results of operations for the years ended December 31, 2023 and 2024, both in absolute amounts and as a percentage of our revenues in those respective years.
Comparison of the Years Ended December 31, 2025 and 2024 The following tables present a comparison of the various components of our results of operations for the years ended December 31, 2025 and 2024, both in absolute amounts and as percentages of our revenues in those respective years.
Therefore, we identify a contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to each performance obligation in the contract and recognize revenues when, or as, we satisfy a performance obligation.
Accordingly, we identify a contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to each performance obligation in the contract and recognize revenue when, or as, we satisfy a performance obligation.
The transaction price is allocated to each distinct performance obligation on a relative stand-alone selling price, or SSP, basis, and revenue is recognized for each performance obligation when control has passed, or service has been rendered.
The transaction price is allocated to each distinct performance obligation on a relative stand-alone selling price, or SSP, basis, and revenue is recognized for each performance obligation when control has transferred or services have been rendered.
The decrease in accrued expenses and other liabilities, as well as in trade payables, and the increase in inventory, were due primarily to lower business activities, including reduced systems sales throughout the year. 54 Net Cash Provided by Investing Activities Year Ended December 31, 2024 Net cash provided by investing activities in the year ended December 31, 2024, was $31.5 million.
The decrease in accrued expenses and other liabilities, as well as in trade payables, and the increase in inventory, were due primarily to lower business activities, including reduced systems sales throughout the year. 62 Net Cash Provided by Investing Activities Year Ended December 31, 202 5 Net cash provided by investing activities in the year ended December 31, 2025, was $3.1 million.
Operating Results - Comparison of Period-to-Period Results of Operations - Comparison of the Years Ended December 31, 2022 and 2023” in our Annual Report on Form 20-F for the year ended December 31, 2023, which we filed with the SEC on March 28, 2024.
Operating Results - Comparison of Period-to-Period Results of Operations - Comparison of the Years Ended December 31, 2023 and 2024” in our Annual Report on Form 20-F for the year ended December 31, 2024, which we filed with the SEC on March 27, 2025.
Trend Information Our results of operations and financial condition may be affected by various trends and factors discussed in “ITEM 3.D Risk Factors,” including “ If the market for digital textile printing does not develop as we anticipate, our sales may not grow as quickly as expected and our share price could decline ”, and “ Macro-economic headwinds caused by inflation, relatively high interest rates and limited credit availability have been adversely impacting our revenues and profitability, and may continue to do so”, and in “ITEM 4.B Business Overview-Industry Overview.” Additional trends that could potentially impact our results of operations and financial condition include changes in political, military or economic conditions in Israel and in the Middle East, and (given the rising level of cyber-attacks globally and targeting of Israeli companies), any potential cyber-attack on our IT systems.
Trend Information Our results of operations and financial condition may be affected by various trends and factors discussed in “ITEM 3.D Risk Factors,” including “ If the market for digital textile printing does not develop as we anticipate, our sales may not grow as quickly as expected and our share price could decline ”, and “ Macro-economic headwinds caused by inflation, relatively high interest rates and limited credit availability have been adversely impacting our revenues and profitability, and may continue to do so”, and in “ITEM 4.B Business Overview-Industry Overview.” Additional trends that could potentially impact our results of operations and financial condition include changes in political, military or economic conditions in Israel and in the Middle East (which could limit our ability to ship products from Israel and our shipping costs due to rises in fuel prices, to the extent the current military conflict of the United States and Israel with Iran lasts for an extended period of time), and (given the rising level of cyber-attacks globally and targeting of Israeli companies), any potential cyber-attack on our IT systems.
The increase in accounts receivables reflects a higher portion of receivables with extended payment terms, with days sales outstanding, or DSO, increasing to 155 days for the year ended December 31, 2023, compared with 91 days for the year ended December 31, 2022.
The increase in trade receivable reflects a higher portion of receivables with extended payment terms, with days sales outstanding, or DSO, increasing to 116 days for the year ended December 31, 2024, compared with 155 days for the year ended December 31, 2023.
Operating Results The information contained in this section should be read in conjunction with our audited financial statements for the years ended December 31, 2022, 2023, and 2024 and related notes and the information contained in “ITEM 18. Financial Statements”.
Operating Results The information contained in this section should be read in conjunction with our audited financial statements for the years ended December 31, 2025, 2024, and 2023 and related notes and the information contained in “ITEM 18. Financial Statements”. Our financial statements have been prepared in accordance with US GAAP .
Our current research and development efforts are primarily focused on our next generation of Direct-to-Fabric and DTG systems. We are also investing in the development of new ink formulas for our new systems, in order to expand the range of fabrics on which we can print and improve color quality and diversification of our high-resolution images and designs.
We are also investing in the development of new ink formulas for our new systems, in order to expand the range of fabrics on which we can print and improve color quality and diversification of our high-resolution images and designs.
See “Critical Accounting Estimates-Revenue Recognition”. 44 Geographic Breakdown of Revenues The following table sets forth the geographic breakdown of revenues from sales to customers for the periods indicated: 2022 2023 2024 $ % $ % $ % (in thousands except percentages) U.S. $ 138,515 51.0 % 123,550 56.2 % $ 115,034 56.4 % EMEA 93,243 34.3 60,706 27.6 50,089 24.6 Asia Pacific 24,396 9.0 22,006 10.0 21,509 10.6 Other 15,364 5.7 13,524 6.2 17,193 8.4 Total revenues $ 271,518 100 % 219,786 100 % $ 203,825 100 % The change in the revenues by geographic region set forth in the above table reflects the general trends for our revenues for 2024 compared to 2023, as described below under “C omparison of the Years Ended December 31, 2024 and 2023-Revenues”.
See “Critical Accounting Estimates-Revenue Recognition”. 50 Geographic Breakdown of Revenues The following table sets forth the geographic breakdown of revenues from sales to customers for the periods indicated: 2025 2024 2023 $ % $ % $ % (in thousands except percentages) U.S. $ 122,277 58.7 % 115,034 56.4 % $ 123,550 56.2 % EMEA 51,642 24.8 50,089 24.6 $ 60,706 27.6 Asia Pacific 22,156 10.6 21,509 10.6 $ 22,006 10.0 Other 12,125 5.8 17,193 8.4 $ 13,524 6.2 Total revenues $ 208,200 100 % 203,825 100 % $ 219,786 100 % The changes in the revenues by geographic region set forth in the above table from 2024 to 2025 reflect the general trends for our revenues for 2025 compared to 2024, as described below under “C omparison of the Years Ended December 31, 2025 and 2024- Revenues”.
Research and development, or R&D, expenses, net of government grants, decreased by 16.9% in 2024 compared with 2023. The decrease in net R&D expenses was due primarily to the reduction in work force (as described in “Item 6.D. Employees” below), as well as a decrease in materials used as compared with 2023.
Research and development, or R&D, expenses, net of government grants, decreased by 9.3% in 2025 compared with 2024. The decrease in net R&D expenses was due primarily to the reduction in work force (as described in “Item 6.D.
Beginning in January 2019, and with respect to its taxable results from 2019 onwards, our Israeli subsidiary further elected to apply the terms of the Investments Law as per its “Preferred Technological Enterprise,” or PTE, status.
Kornit Technologies currently has enough carryforward net operating losses to offset our taxable income. Beginning in January 2019, and with respect to its taxable results from 2019 onwards, our Israeli subsidiary further elected to apply the terms of the Investments Law as per its “Preferred Technological Enterprise,” or PTE, status.
Liquidity and Capital Resources As of December 31, 2024, we had $35 million in cash and cash equivalents, $206 million in short term deposits and $271 million in marketable securities, which, in the aggregate, total $512 million.
Liquidity and Capital Resources As of December 31, 2025, we had $35 million in cash and cash equivalents, $368 million in short term deposits and $87 million in marketable securities, which, in the aggregate, total $491 million.
In 2024 our capital expenditures included investment in equipment under lease, and in both 2024 and 2023, other expenditures were directed towards improvements and expansion of our worldwide locations and corporate facilities, and investment and improvements in our information technology. The most significant elements of our working capital requirements are for inventory, accounts receivable and trade payables.
In both 2025 and 2024, our capital expenditures included investments in equipment under lease, while other expenditures were directed toward improvements and expansion of our worldwide locations and corporate facilities, as well as investments in and improvements to our information technology infrastructure. The most significant elements of our working capital requirements are for inventory, trade receivable and trade payables.
Our trade payables increased in 2024 due mainly to an increase in materials purchases. Based on our current business plans, we believe that our cash flows from operating activities and our existing cash resources will be sufficient to fund our projected cash requirements for at least the next 12 months.
Based on our current business plans, we believe that our cash flows from operating activities and our existing cash resources will be sufficient to fund our projected cash requirements for at least the next 12 months.
In most cases, we are able to establish SSP based on the observable prices of services sold separately in comparable circumstances to similar customers and for products based on our best estimates of the price at which we would have sold the product regularly on a stand-alone basis.
In most cases, we establish SSP based on observable prices of services sold separately in comparable circumstances to similar customers and, for products, based on our best estimate of the price at which we would sell the product on a stand-alone basis. We reassess SSP periodically or when facts and circumstances change.
Operating expenses also include allocated overhead costs for facilities, including rent payments under our facility leases. 45 Research and Development Expenses, net. The largest component of our research and development expenses, net of government grants, is salaries and related personnel expenses for our research and development employees.
For each category, the largest component is generally personnel costs, consisting of salaries and related personnel expenses, including share-based compensation expenses. Operating expenses also include allocated overhead costs for facilities, including rent payments under our facility leases. Research and Development Expenses, net.
Law for the Encouragement of Industry (Taxes), 5729-1969 The Law for the Encouragement of Industry (Taxes), 5729-1969, generally referred to as the Industry Encouragement Law, provides several tax benefits for “Industrial Companies”. The Israeli companies are an “Industrial Company” as defined by the Israeli Law for the Encouragement of Industry (Taxation), 1969.
Law for the Encouragement of Industry (Taxes), 5729-1969 The Law for the Encouragement of Industry (Taxes), 5729-1969, generally referred to as the Industry Encouragement Law, provides several tax benefits for “Industrial Companies”.
We periodically provide customer incentive programs in the form of product discounts, volume-based rebates and warrants, which are accounted for as variable consideration that are deducted from revenue in the period in which the revenue is recognized.
We periodically provide customer incentive programs in the form of product discounts, volume-based rebates and warrants, which are accounted for as variable consideration and deducted from revenue in the period in which the related revenue is recognized. These reductions to revenue are estimated based on historical experience and the specific terms and conditions of the incentive arrangements.
However, if such dividends are paid to an Israeli company, no tax is required to be withheld (although, if subsequently distributed to individuals or a non-Israeli company, withholding of 20% or such lower rate as may be provided in an applicable tax treaty will apply). 51 The 2011 Amendment also provided transitional provisions to address companies already enjoying existing tax benefits under the Investment Law.
However, if such dividends are paid to an Israeli company, no tax is required to be withheld (although, if subsequently distributed to individuals or a non-Israeli company, withholding of 20% or such lower rate as may be provided in an applicable tax treaty will apply).
We focus on the high throughput DTG, DTG Mass Production and Direct-to-Fabric segments of the printed textile industry. Our solutions include our proprietary digital printing systems, ink, and other consumables, associated software and value-added services that allow for printing large scale short and longer runs of complex images and designs directly on finished garments and fabrics.
Our solutions include our proprietary digital printing systems, ink, and other consumables, associated software and value-added services that allow for printing large scale short and longer runs of complex images and designs directly on finished garments and fabrics.
For multiple performance obligations arrangements, such as selling a system with a service contract, installation and training, we account for each performance obligation separately, as it is distinct.
For arrangements that include multiple performance obligations, such as the sale of a system together with a service contract, installation or training, we account for each performance obligation separately when it is distinct.
We periodically assess inventory for obsolescence and excess and reduce the carrying value by an amount equal to the difference between its cost and the estimated net realizable value based on assumptions about future demand and historical sales patterns.
Cost is determined on a first-in, first-out basis. Inventory costs consist of materials, direct labor and overhead. We periodically assess inventory for excess or obsolescence and reduce the carrying value by an amount equal to the difference between its cost and estimated net realizable value based on assumptions about future demand and historical sales patterns.
If such dividends are distributed to a foreign parent company holding, solely or together with another foreign company, at least 90% of the shares of the distributing company and other conditions are met, the withholding tax rate will be 4% (or a lower rate under a tax treaty, if applicable, subject to the receipt in advance of a valid certificate from the ITA allowing for a reduced tax rate). 52 We believe that we and our Israeli subsidiary meet the conditions for “Preferred Technological Enterprises”, and accordingly are eligible for the tax rate of 12% on income that qualifies as “Preferred Technology Income”, as defined in the Law.
If such dividends are distributed to a foreign parent company holding, solely or together with another foreign company, at least 90% of the shares of the distributing company and other conditions are met, the withholding tax rate will be 4% (or a lower rate under a tax treaty, if applicable, subject to the receipt in advance of a valid certificate from the ITA allowing for a reduced tax rate).
Our channel partners work closely with our sales force and assist us by identifying potential sales targets, closing new business, and maintaining relationships with, and, in certain jurisdictions, providing support directly to our customers. Maintenance and support for our systems is performed either by our own service organization or by service engineers employed by our distributors.
Our channel partners work closely with our sales force and assist us by identifying potential sales targets, closing new business, and maintaining relationships with, and, in certain jurisdictions, providing support directly to our customers.
These reductions to revenue are made based upon reasonable and reliable estimates that are determined by historical experience and the specific terms and conditions of the incentive. Our business is seasonal. Either the third or fourth quarter has historically been our strongest quarter in terms of revenues, and the first quarter has been our weakest.
These reductions to revenue are made based upon reasonable and reliable estimates that are determined by historical experience and the specific terms and conditions of the incentive. Our business is seasonal.
Cost of revenues also includes components for our systems for which we are responsible, such as print heads, as well as raw materials for ink and other consumables.
Cost of revenues also includes components for our systems for which we are responsible, such as print heads, as well as raw materials for ink and other consumables. Cost of revenues includes personnel expenses, such as operations and supply chain employees, and related overhead associated with the manufacturing of our systems.
The tax rate for Preferred Technological Enterprises located in development zone A is 7.5%. From time to time, the Israeli Government has discussed reducing the benefits available to companies under the Investment Law. The termination or substantial reduction of any of the benefits available under the Investment Law could materially increase our tax liabilities. B.
From time to time, the Israeli Government has discussed reducing the benefits available to companies under the Investment Law. The termination or substantial reduction of any of the benefits available under the Investment Law could materially increase our tax liabilities. 60 B.
Year Ended December 31, 2023 Net cash provided by investing activities in the year ended December 31, 2023, was $26.2 million.
Year Ended December 31, 202 4 Net cash provided by investing activities in the year ended December 31, 2024, was $31.5 million.
We are improving our software solutions to simplify workflows in the printing process, by offering a complete solution from web order intake through graphic job preparation and execution. Sales and Marketing Expenses. The largest component of our sales and marketing expenses is salaries and related personnel expenses for our marketing, sales and other sales-support employees.
In addition, we are improving our software solutions to simplify workflows in the printing process and support the broader adoption of digital production by offering a more integrated solution from web order intake through graphic job preparation and execution. Sales and Marketing Expenses.
We reassess the SSP on a periodic basis or when facts and circumstances change. We do not account for training and installation as a separate performance obligation due to its immateriality in the context of our contracts. Accordingly, revenues from training and installation are recognized upon the delivery of our systems.
We do not account for training and installation as separate performance obligations due to their immateriality in the context of our contracts. Accordingly, revenues from training and installation are recognized upon delivery of our systems.
Net cash provided by investing activities for the year ended December 31, 2023, was primarily attributable to proceeds from short-term bank deposits and marketable securities of $67.2 million, partly offset by the purchase of property, plant and equipment of $7.0 million and the $34.0 million investment in marketable securities.
Net cash provided by investing activities for the year ended December 31, 2025 was primarily attributable to proceeds from marketable securities of $247.1 million, only partly offset, by $162.5 million investments in short-term bank deposits, $60.2 million investments in marketable securities and purchase of property, plant and equipment, including equipment under lease, of $21.3 million.
However, as discussed in greater detail below under “Taxation and Israeli Government Programs Applicable To Our Company - Israeli Tax Considerations and Government Programs,” we and our wholly owned Israeli subsidiary, Kornit Digital Technologies Ltd., which we refer to as Kornit Technologies, are entitled to various tax benefits under the Israeli Law for the Encouragement of Capital Investments, 1959, or the Investment Law.
However, as discussed in greater detail below under “Taxation and Israeli Government Programs Applicable To Our Company - Israeli Tax Considerations and Government Programs,” we and our wholly owned Israeli subsidiary, Kornit Digital Technologies Ltd., which we refer to as Kornit Technologies, are entitled to various tax benefits under the Israeli Law for the Encouragement of Capital Investments, 1959, or the Investment Law. 52 We consolidate the two separate results of our Israeli operations only for tax purposes such that net operating loss carryforwards of Kornit Technologies generated from 2014 onwards can be used to offset our taxable income.
This discussion contains forward-looking statements that are subject to known and unknown risks and uncertainties. As a result of many factors, such as those set forth under “ITEM 3.D.
This discussion contains forward-looking statements that are subject to known and unknown risks and uncertainties. As a result of many factors, such as those set forth under “ITEM 3.D. Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” our actual results may differ materially from those anticipated in these forward-looking statements.
Our customers include fulfillers and demand generators, such as brands, licensors, and content creators, primarily within the fashion, apparel and home décor segments of the industry. Consumers today have grown accustomed to shopping online with a vast selection of products advertising rapid shipping times; however, fulfillers and demand generators have historically relied on antiquated, pollutive, and labor-intensive production methods.
Consumers today have grown accustomed to shopping online with a vast selection of products advertising rapid shipping times; however, fulfillers and demand generators have historically relied on antiquated, pollutive, and labor-intensive production methods.
Cost of Revenues and Gross Profit Cost of revenues decreased by $40.7 million, or 26.7%, to $112.1 million in 2024 from $152.8 million in 2023. Gross profit increased by $24.8 million, or 37.0%, to $91.8 million in 2024 from $67 million in 2023. Gross margin increased to 45.0% in 2024 compared with 30.5% in 2023.
Cost of Revenues and Gross Profit Cost of revenues increased by $3.9 million, or 3.5%, to $115.9 million in 2025 from $112.1 million in 2024. Gross profit increased by $0.5 million, or 0.5%, to $92.3 million in 2025 from $91.8 million in 2024. Gross margin decreased to 44.3% in 2025 compared with 45.0% in 2024.
Year Ended December 31, 2023 Net cash used in financing activities was $56.5 million for the year ended December 31, 2023 and was primarily attributable to the repurchase of ordinary shares in an amount of $55.8 million. C. Research and development, patents and licenses, etc.
Net Cash Used in Financing Activities Year Ended December 31, 2025 Net cash used in financing activities was $27.1 million for the year ended December 31, 2025 and was primarily attributable to the repurchase of ordinary shares in an amount of $26.1 million.
Cost of revenues includes personnel expenses, such as operation and supply chain employees, and related overhead for the manufacturing of our systems, as well as expenses for service personnel involved in the installation and support of our systems, shipping and handling fees, amortization of intangible assets, and overhead for the manufacturing process of ink and other consumables.
Cost of revenues also includes expenses for service personnel involved in the installation and support of our systems, shipping and handling fees, amortization of intangible assets, and overhead related to the manufacturing process of ink and other consumables. Cost of revenue also includes depreciation associated with the AIC equipment. Gross profit is revenues less cost of revenues.
We generate revenues from sale of our products directly to end-users and indirectly through independent distributors, all of whom are considered end-users. We recognize revenue under the core principle that transfer of control to our customers should be depicted in an amount reflecting the consideration we expect to receive in revenue.
We sell our products directly to end users and indirectly through independent distributors that resell our products to end customers. We recognize revenue under the core principle that the transfer of control of goods or services to customers is depicted in an amount that reflects the consideration to which we expect to be entitled.
Year Ended December 31, 2023 2024 (in thousands) Revenues Products $ 161,045 $ 148,086 Services 58,741 55,739 Total revenues 219,786 203,825 Cost of revenues Products 91,516 61,697 Services 61,313 50,366 Total cost of revenues 152,829 112,063 Gross profit 66,957 91,762 Operating expenses: Research and development, net 50,060 41,578 Sales and marketing 66,836 58,413 General and administrative 37,592 29,086 Total operating expenses 154,488 129,077 Operating loss (87,531 ) (37,315 ) Financial income, net 24,150 22,350 Loss before taxes on income (63,381 ) (14,965 ) Taxes on income 970 1,835 Net loss $ (64,351 ) $ (16,800 ) Year Ended December 31, 2023 2024 (as a % of revenues) Revenues Products 73.3 % 72.7 % Services 26.7 27.3 Total revenues 100 100 Cost of revenues Products 41.6 30.3 Services 27.9 24.7 Total cost of revenues 69.5 55.0 Gross profit 30.5 45.0 Operating expenses: Research and development, net 22.8 20.4 Sales and marketing 30.4 28.7 General and administrative 17.1 14.3 Total operating expenses 70.3 63.3 Operating loss (39.8 ) (18.3 ) Finance income, net 11.0 11.0 Loss before taxes on income (28.8 ) (7.3 ) Taxes on income 0.4 0.9 Net loss (29.2 )% (8.2 )% 47 Revenues Revenues decreased by $16.0 million, or 7.3%, to $203.8 million in 2024 from $219.8 million in 2023, which is net of $13.8 million and $3.3 million, in 2023 and 2024, respectively, in fair value of the warrants associated with revenues recognized from Amazon.
Year Ended December 31, 2025 2024 (in thousands) Revenues Products $ 156,086 $ 148,086 Services 52,114 55,739 Total revenues 208,200 203,825 Cost of revenues Products 67,468 61,697 Services 48,466 50,366 Total cost of revenues 115,934 112,063 Gross profit 92,266 91,762 Operating expenses: Research and development, net 37,731 41,578 Sales and marketing 58,722 58,413 General and administrative 30,385 29,086 Total operating expenses 126,838 129,077 Operating loss (34,572 ) (37,315 ) Financial income, net 21,919 22,350 Loss before taxes on income (12,653 ) (14,965 ) Taxes on income 865 1,835 Net loss $ (13,518 ) (16,800 ) 53 Year Ended December 31, 2025 2024 (as a % of revenues) Revenues Products 75.0 % 72.7 % Services 25.0 27.3 Total revenues 100 100 Cost of revenues Products 32.4 30.3 Services 23.3 24.7 Total cost of revenues 55.7 55.0 Gross profit 44.3 45.0 Operating expenses: Research and development, net 18.1 20.4 Sales and marketing 28.2 28.7 General and administrative 14.6 14.3 Total operating expenses 60.9 63.3 Operating loss (16.6 ) (18.3 ) Finance income, net 10.5 11.0 Loss before taxes on income (6.1 ) (7.3 ) Taxes on income 0.4 0.9 Net loss (6.5 )% (8.2 )% Revenues Revenues increased by $4.4 million, or 2.1%, to $208.2 million in 2025 from $203.8 million in 2024, which is net of $3.3 million in 2024, in fair value of the warrants associated with revenues recognized from Amazon.
This valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales and expected recoverable values of each disposition category. These assumptions about future disposition of inventory are inherently uncertain and changes in our estimates and assumptions may cause us to realize material write-downs in the future.
This valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales, and the expected recoverable value of each disposition category.
Employees” below), as well as lower spending on events and other marketing activities. As a percentage of total revenues, our sales and marketing expenses decreased to 28.7% in 2024 from 30.4% in 2023. General and Administrative. General and administrative expenses decreased by 22.6% in 2024 compared with 2023.
As a percentage of total revenues, our sales and marketing expenses decreased to 28.2% in 2025 from 28.7% in 2024. General and Administrative. General and administrative expenses increased by 4.5% in 2025 compared with 2024.
In each of 2022, 2023, and 2024, our effective tax rate was the blended rate of our Israeli tax and those of our non-Israeli subsidiaries in their respective jurisdictions of organization. 46 Comparison of Period-to-Period Results of Operations In this section we provide data, as well as discussion and analysis, with respect to our results of operations for the last two years.
Comparison of Period-to-Period Results of Operations In this section we provide data, as well as discussion and analysis, with respect to our results of operations for the last two years.
In order to hedge against the potential discontinuation of supply of inventory from our main facilities due to the ongoing military conflicts involving Israel, we increased our inventory levels in the primary global regions in which our sales occur. Our accounts receivable decreased in 2024 primarily due to collection efforts.
During the recent military conflicts involving Israel that lasted from October 2023 until October 2025 (disregarding the war against Iran that commenced in February 2026), in order to hedge against the potential discontinuation of supply of inventory from our main facilities, we increased our inventory levels in the primary global regions in which our sales occur.
We also expect to extend our serviceable addressable market by introducing new features and functionality that enhance the capabilities of our systems and inks, and enable our systems to print on new types of media.
We also evaluate opportunities to extend our serviceable addressable market by introducing new features and functionality that enhance the capabilities of our systems and inks and enable printing on additional media types. These initiatives are supported by continued investment in our sales organization, application development, product innovation and channel relationships.
These changes were only partly offset by a decrease in accrued expenses and other liabilities of $9.0 million. The decrease in trade receivables, net reflects lower days sales outstanding, or DSO, of 116 days for the year ended December 31, 2024, compared with 155 days for the year ended December 31, 2023.
The decrease in trade receivables, net reflects lower days sales outstanding, or DSO, of 114 days for the year ended December 31, 2025, compared with 116 days for the year ended December 31, 2024.
This varies among the four regions that we serve, depending on the infrastructure we have established in each region. We provide professional services directly to some of our customers in all regions.
Maintenance and support for our systems is performed either by our own service organization, including both direct employees and third parties, or by service engineers employed by our distributors. This varies among the regions that we serve, depending on the infrastructure we have established in each region. We provide professional services directly to some of our customers in all regions.
Research and development expenses also include, purchases of laboratory supplies; expenses related to beta testing of our systems; amortization of intangible assets; and allocated overhead costs for facilities, including rent payments under our facilities leases. We record all research and development expenses as they are incurred, except for development expenses, which are capitalized in accordance with ASC 350-40.
The largest component of our research and development expenses, net of government grants, is salaries and related personnel expenses for our research and development employees. Research and development expenses also include, purchases of laboratory supplies; expenses related to beta testing of our systems; amortization of intangible assets; and allocated overhead costs for facilities, including rent payments under our facilities leases.
Liquidity and Capital Resources” in our Annual Report on Form 20-F for the year ended December 31, 2023, which we filed with the SEC on March 28, 2024. 53 The following table presents the major components of net cash flows for our last two fiscal years: Year Ended December 31, 2023 2024 (in thousands) Net cash provided by (used in) operating activities $ (34,682 ) 48,725 Net cash provided by investing activities 26,212 31,488 Net cash used in financing activities (56,522 ) (84,815 ) Net Cash Provided by (Used in) Operating Activities Year Ended December 31, 2024 Net cash provided by operating activities in the year ended December 31, 2024 was $48.7 million.
The following table presents the major components of net cash flows for our last two fiscal years: Year Ended December 31, 2025 2024 (in thousands) Net cash provided by operating activities $ 24,629 $ 48,725 Net cash provided by investing activities 2,953 31,488 Net cash used in financing activities (27,109 ) (84,815 ) 61 Net Cash Provided by Operating Activities Year Ended December 31, 2025 Net cash provided by operating activities in the year ended December 31, 2025, was $24.4 million.
Please see “Item 16E Purchases of Equity Securities by the Issuer and Affiliated Purchasers” for more information concerning our share repurchase programs. A.
The repurchase authorization reflects our board of directors’ ongoing evaluation of capital allocation priorities, liquidity and prevailing market conditions. Please see “Item 16E Purchases of Equity Securities by the Issuer and Affiliated Purchasers” for more information concerning our share repurchase programs. Key Measures of Our Performance We supplement our U.S.
This was due primarily to the reduction in personnel (as described in “Item 6.D. Employees” below) . As a percentage of total revenues, our general and administrative expenses decreased to 14.3% in 2024 from 17.1% in 2023. Financial Income, Net Financial income, net, totaled $22.4 million in 2024 compared with $24.2 million in 2023.
As a percentage of total revenues, general and administrative expenses increased to 14.6% in 2025, compared with 14.3% in 2024. Financial Income, Net Financial income, net, totaled $22 million in 2025 compared with $22.4 million in 2024. The $0.4 million decrease was due primarily to lower average balances and interest rates on our bank deposits and marketable securities.
We have an attractive business model, with our installed base of systems driving recurring sales of ink and other consumables. Our ink and other consumables are specially formulated to enable our systems to operate at the highest throughput level while adhering to high print quality requirements.
Our business model is characterized by an installed base of systems that drive recurring sales of ink and other consumables. Our ink and consumables are formulated to enable our systems to operate at high throughput levels while maintaining print quality. We continue to evaluate additional business models designed to address evolving customer needs.
Sales by our distributors accounted for approximately 13% and 9% of our revenues during 2023 and 2024, respectively. We recognize revenues in accordance with ASC No. 606, “Revenue from Contracts with Customers”.
We sell our products both directly and through independent distributors that resell to end customers. Sales through distributors accounted for approximately 11% and 9% of our revenues in 2025 and 2024, respectively. We recognize revenues in accordance with ASC 606, Revenue from Contracts with Customers.
The decrease in accrued expenses and other liabilities, as well as in trade payables, and the increase in inventory, were due primarily to lower business activities, including reduced systems sales throughout the year. Year Ended December 31, 2023 Net cash used in operating activities in the year ended December 31, 2023 was $34.7 million.
The decrease in trade payables was primarily due to the timing of payments to suppliers and was partially offset by an increase in accrued expenses and other liabilities. Year Ended December 31, 2024 Net cash provided by operating activities in the year ended December 31, 2024, was $48.7 million.
As of December 31, 2024, we had $60.3 million of inventory, of which $32.5 million consisted of raw materials and components and $27.8 million consisted of completed systems, ink and other consumables. We recorded inventory write-offs of $11.4 million, $22.0 million, and $4.6 million for the years ended December 31, 2022, 2023, and 2024, respectively.
We recorded inventory write-offs of $4.4 million, $4.6 million and $22.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.
The $1.8 million decrease was due primarily to lower average balances and interest rates on our bank deposits and marketable securities. Financial expenses in 2024 declined to $1.7 million from $3.7 million in 2023 due mainly to lower exchange rate differences. Taxes on Income Taxes on income amounted to $1.8 million in 2024, compared with $1.0 million in 2023.
Financial expenses in 2025 declined to $1.1 million from $1.7 million in 2024 due mainly to lower exchange rate differences expenses partly increase of bank charges. Taxes on Income Taxes on income amounted to $0.9 million in 2025, compared with $1.8 million in 2024. The change primarily reflects the recognition of prior-year related tax credits during 2025.
Operating Expenses Year Ended December 31, 2023 2024 % of % of Change Amount Revenues Amount Revenues Amount % ($ in thousands) Operating expenses: Research and development, net $ 50,060 22.8 % $ 41,578 20.4 % $ (8,482 ) (16.9 )% Sales and marketing 66,836 30.4 58,413 28.7 (8,423 ) (12.6 ) General and administrative 37,592 17.1 29,086 14.3 (8,506 ) (22.6 ) Total operating expenses $ 154,488 70.3 % $ 129,077 63.4 % $ (25,411 ) (16.4 )% Research and Development, net.
The increase in gross profit and the decrease in gross margin mainly reflect changes in product mix. 54 Operating Expenses Year Ended December 31, 2025 2024 % of % of Change Amount Revenues Amount Revenues Amount % ($ in thousands) Operating expenses: Research and development, net $ 37,731 18.1 % 41,578 20.4 % $ (3,847 ) (9.3 )% Sales and marketing 58,722 28.2 58,413 28.7 309 0.5 General and administrative 30,385 14.6 29,086 14.3 1,299 4.5 Total operating expenses $ 126,838 60.9 % 129,077 63.4 % $ (2,239 ) (1.7 )% Research and Development, net.
For more information, please see Note 14 to our consolidated financial statements that appear in Item 18 of this Annual Report. 48 For more information concerning our income tax expenses, please see the risk factor in Item 3.D above that begins “ We may be subject to additional tax liabilities in the future as a result of audits of our tax returns. ” Taxation and Israeli Government Programs Applicable to Our Company Israeli Tax Considerations and Government Programs The following is a brief summary of the material Israeli tax laws applicable to us, and certain Israeli Government programs that benefit us.
For more information concerning our income tax expenses, please see the risk factor in Item 3.D above that begins “ We may be subject to additional tax liabilities in the future as a result of audits of our tax returns. ” 55 Non-GAAP Operating Results The following non-GAAP financial measures for the fiscal years ended December 31, 2025 and 2024—consisting of Non-GAAP Operating Income and Adjusted EBITDA— exclude certain items as shown in the reconciliation table below.
Gross profit is revenues less cost of revenues. Gross margin is gross profit expressed as a percentage of total revenues. Our gross margin has historically fluctuated from period to period as a result of changes in the mix of the systems that we sell and the amount of revenues that we derive from ink and other consumables versus systems.
Our gross margin has historically fluctuated from period to period as a result of changes in revenue mix, including the relative proportion of systems sales, and revenues derived from ink and other consumables, each of which carries different margin characteristics, and, more recently, revenues generated under our AIC™ model.
The decline in revenues was primarily driven by a 32.3% decrease in systems revenues to $33.2 in 2024 from $49 million in 2023 and a 5.1% decrease in service revenues to $55.7 million in 2024 from $58.7 million in 2023 offset in part by a 2.5% increase in ink and other consumables revenues to $114.9 million in 2024 from $112 million in 2023.
The increase in revenues was primarily driven by a 5.4% increase in product revenues to $156.1 million in 2025 from $148.1 million in 2024, partially offset by a 6.5% decrease in services revenues to $52.1 million in 2025 from $55.7 million in 2024.
We generate the services portion of our revenues from the provision of post-warranty service contracts, spare parts to our distributors and customers, system upgrades, time and material-based services, software subscriptions and transaction-based revenues. We have historically sold our products directly and through independent distributors who resell them to customers.
Given relatively stable pricing for consumables, growth in recurring revenues generated from our installed base, driven by usage and impressions, is an important indicator of the execution of our recurring revenue strategy.. 49 We generate service revenues from post-warranty service contracts, spare parts sales to distributors and customers, system upgrades, time-and-material services, software subscriptions and transaction-based revenues.

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Item 6. [Reserved]

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

82 edited+19 added−18 removed114 unchanged
Biggest changeUnder the Companies Law, a company may insure an office holder against the following liabilities incurred for acts performed by him or her 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, provided that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company; ● a breach of duty of care to the company or to a third party, to the extent such a breach arises out of the negligent conduct of the office holder; and ● a financial liability imposed on the office holder in favor of a third party. 74 Under the Companies Law, a company may not indemnify, exculpate or insure an office holder against any of the following: ● a breach of the duty of loyalty, except for indemnification and insurance for 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 harm the company; ● a breach of 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 or forfeit levied against the office holder.
Biggest changeUnder the Companies Law, a company may insure an office holder against the following liabilities incurred for acts performed by him or her 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, provided that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company; ● a breach of duty of care to the company or to a third party, to the extent such a breach arises out of the negligent conduct of the office holder; and ● a financial liability imposed on the office holder in favor of a third party.
Our RSU grant agreements for non-employee directors are subject to the following additional terms: ● the RSUs are granted to each non-employee director as of the date of each annual shareholder meeting; ● the RSUs vest in their entirety on the earlier of (x) the first anniversary of the grant or (y) the next annual general meeting of shareholders, provided the director continues to serve as a director of our company at such date; ● the RSUs, to the extent then unvested, become fully vested (a) immediately prior to the consummation of a Change of Control (as defined under our 2015 Plan or 2025 Plan, as applicable (as described below)) in which the director is required to resign from or is otherwise terminated from service as a director, or (b) upon termination of service of such director occurring immediately after the consummation of a Change of Control; and ● the RSUs are otherwise subject to the terms of the 2015 Plan (for grants through 2024) or the 2025 Plan (for grants during or after 2025).
Our RSU grant agreements for non-employee directors are subject to the following additional terms: ● the RSUs are granted to each non-employee director as of the date of each annual shareholder meeting; ● the RSUs vest in their entirety on the earlier of (x) the first anniversary of the grant or (y) the next annual general meeting of shareholders, provided the director continues to serve as a director of our company at such date; ● the RSUs, to the extent then unvested, become fully vested (a) immediately prior to the consummation of a Change of Control (as defined under our 2015 Plan or 2025 Plan, as applicable, which are described below) in which the director is required to resign from or is otherwise terminated from service as a director, or (b) upon termination of service of such director occurring immediately after the consummation of a Change of Control; and ● the RSUs are otherwise subject to the terms of the 2015 Plan (for grants through 2024) or the 2025 Plan (for grants during or after 2025).
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 abovementioned foreseen 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 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; and ● 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.
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 abovementioned foreseen 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 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; and 87 ● 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.
The compensation committee is responsible for (a) recommending the compensation policy to a company’s board of directors for its approval (and subsequent approval by its shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders, as well as functions with respect to matters related to approval of the terms of engagement of office holders, including: ● recommending whether a compensation policy should continue in effect, if the then-current policy has a term of greater than three years (approval of either a new compensation policy or the continuation of an existing compensation policy must in any case occur every three years); ● recommending to the board of directors periodic updates to the compensation policy and assessing implementation of the compensation policy; ● approving compensation terms of executive officers, directors and employees that require approval of the compensation committee; ● determining whether the compensation terms of a chief executive officer nominee, which were determined pursuant to the compensation policy, will be exempt from approval of the shareholders because such approval would harm the ability to engage with such nominee; and ● determining, subject to the approval of the board and under special circumstances, override a determination of the company’s shareholders regarding certain compensation related issues.
The compensation committee is responsible for (a) recommending the compensation policy to a company’s board of directors for its approval (and subsequent approval by its shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders, as well as functions with respect to matters related to approval of the terms of engagement of office holders, including: ● recommending whether a compensation policy should continue in effect, if the then-current policy has a term of greater than three years (approval of either a new compensation policy or the continuation of an existing compensation policy must in any case occur every three years); ● recommending to the board of directors periodic updates to the compensation policy and assessing implementation of the compensation policy; ● approving compensation terms of executive officers, directors and employees that require approval of the compensation committee; 82 ● determining whether the compensation terms of a chief executive officer nominee, which were determined pursuant to the compensation policy, will be exempt from approval of the shareholders because such approval would harm the ability to engage with such nominee; and ● determining, subject to the approval of the board and under special circumstances, override a determination of the company’s shareholders regarding certain compensation related issues.
Where the director is also a controlling shareholder, the requirements for approval of transactions with controlling shareholders apply, as described below under “Disclosure of Personal Interests of a Controlling Shareholder and Approval of Certain Transactions.” For information regarding the current compensation package that is paid to our non-employee directors, see “B. Compensation-Director Compensation” in this ITEM 6.
Where the director is also a controlling shareholder, the requirements for approval of transactions with controlling shareholders apply, as described below under “Disclosure of Personal Interests of a Controlling Shareholder and Approval of Certain Transactions.” 83 For information regarding the current compensation package that is paid to our non-employee directors, see “B. Compensation-Director Compensation” in this ITEM 6.
Chemistry and Executive MBA - both from Bar Ilan University in Israel. Directors Yuval Cohen has served as the Chairman of our board of directors since August 2011. Mr. Cohen is the founding and managing partner of Fortissimo Capital, a private equity fund established in 2004 and our former controlling shareholder. From 1997 through 2002, Mr.
Chemistry and Executive MBA - both from Bar Ilan University in Israel. Non-Executive Directors Yuval Cohen has served as the Chairman of our board of directors since August 2011. Mr. Cohen is the founding and managing partner of Fortissimo Capital, a private equity fund established in 2004 and our former controlling shareholder. From 1997 through 2002, Mr.
Ben-Zur holds a B.Sc. in Mechanical Engineering from the Technion - Israel Institute of Technology, an M.Sc. in Mechanical Engineering from Tel Aviv University, and an M.B.A. from Bradford University. Naama Halevi Davidov has served as a member of our board of directors since August 2023. She served as Chief Financial Officer of XM Cyber since May 2022.
Ben-Zur holds a B.Sc. in Mechanical Engineering from the Technion - Israel Institute of Technology, an M.Sc. in Mechanical Engineering from Tel Aviv University, and an M.B.A. from Bradford University. 68 Naama Halevi Davidov has served as a member of our board of directors since August 2023. She served as Chief Financial Officer of XM Cyber since May 2022.
Options granted under the 2025 Plan to our employees who are U.S. residents may only be non-qualified stock options. Grant and Exercise. All awards granted pursuant to the 2025 Plan will be evidenced by an award agreement in a form approved, from time to time, by the administrator in its sole discretion.
Options granted under the 2025 Plan to our employees who are U.S. residents may only be non-qualified stock options. 74 Grant and Exercise. All awards granted pursuant to the 2025 Plan will be evidenced by an award agreement in a form approved, from time to time, by the administrator in its sole discretion.
A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right to appoint the majority of the directors of the company or its general manager (chief executive officer). 67 For further information concerning the Companies Law provisions related to external directors, please see “ITEM 6.
A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right to appoint the majority of the directors of the company or its general manager (chief executive officer). For further information concerning the Companies Law provisions related to external directors, please see “ITEM 6.
Seligsohn currently serves as a senior advisor to PSG private equity and works as an advisor to several privately held technology companies. He holds an LL.B. from the University of Reading. 59 Arrangements Concerning Election of Directors; Family Relationships Our board of directors consists of seven directors.
Seligsohn currently serves as a senior advisor to PSG private equity and works as an advisor to several privately held technology companies. He holds an LL.B. from the University of Reading. Arrangements Concerning Election of Directors; Family Relationships Our board of directors consists of seven directors.
ESG Our board is responsible for formulating policy, devising strategy, and ensuring governed execution concerning all ESG matters. 70 With respect to oversight of ESG-related risks and opportunities, the board may assign responsibility for oversight of matters most applicable to representatives of middle and senior management to relevant departments of our company.
ESG Our board is responsible for formulating policy, devising strategy, and ensuring governed execution concerning all ESG matters. With respect to oversight of ESG-related risks and opportunities, the board may assign responsibility for oversight of matters most applicable to representatives of middle and senior management to relevant departments of our company.
The duty of care includes a duty to use reasonable means to obtain: ● information on the advisability of a given action brought for his or her approval or performed by virtue of his or her position; and ● all other important information pertaining to any such action. 71 The duty of loyalty includes a duty to: ● refrain from any conflict of interest between the performance of his or her duties to the company and his or her other duties or personal affairs; ● refrain from any activity that is competitive with the business of the company; ● refrain from exploiting any business opportunity of the company to receive a personal gain for himself or herself or others; and ● disclose to the company any information or documents relating to the company’s affairs which the office holder received as a result of his or her position as an office holder.
The duty of care includes a duty to use reasonable means to obtain: ● information on the advisability of a given action brought for his or her approval or performed by virtue of his or her position; and ● all other important information pertaining to any such action. 84 The duty of loyalty includes a duty to: ● refrain from any conflict of interest between the performance of his or her duties to the company and his or her other duties or personal affairs; ● refrain from any activity that is competitive with the business of the company; ● refrain from exploiting any business opportunity of the company to receive a personal gain for himself or herself or others; and ● disclose to the company any information or documents relating to the company’s affairs which the office holder received as a result of his or her position as an office holder.
We no longer grant equity awards under the 2012 Plan because it was superseded by the 2015 Plan and expired (for purposes of granting new awards) in October 2022, although awards that were previously granted under the 2012 Plan remain outstanding.
We no longer grant equity awards under the 2012 Plan because it was superseded by the 2015 Plan (for purposes of granting new awards) and it subsequently expired in October 2022, although awards that were previously granted under the 2012 Plan remain outstanding.
Arrangements regarding the compensation, indemnification or insurance of a director require the approval of the compensation committee, board of directors and shareholders by ordinary majority, in that order, and under certain circumstances, a Special Approval for Compensation. 72 Generally, a person who has a personal interest in a matter which is considered at a meeting of the board of directors or the audit or compensation committees may not be present at such a meeting or vote on that matter unless the chairman of the relevant committee or board of directors (as applicable) determines that he or she should be present in order to present the transaction that is subject to approval.
Arrangements regarding the compensation, indemnification or insurance of a director require the approval of the compensation committee, board of directors and shareholders by ordinary majority, in that order, and under certain circumstances, a Special Approval for Compensation. 85 Generally, a person who has a personal interest in a matter which is considered at a meeting of the board of directors or the audit or compensation committees may not be present at such a meeting or vote on that matter unless the chairman of the relevant committee or board of directors (as applicable) determines that he or she should be present in order to present the transaction that is subject to approval.
We are not a party to, and are not aware of, any voting agreements among our shareholders. In addition, there are no family relationships among our executive officers or senior management members. B.
We are not a party to, and are not aware of, any voting agreements among our shareholders. In addition, there are no family relationships among our executive officers or senior management members. 69 B.
In addition, we entered into agreements with each of our directors and executive officers exculpating them from liability to us for damages caused to us as a result of a breach of duty of care and undertaking to indemnify them, in each case, to the fullest extent permitted by our articles and the Companies Law, including with respect to liabilities resulting from a public offering of our shares, to the extent that these liabilities are not covered by insurance.
In addition, we entered into agreements with each of our directors and executive officers exculpating them from liability to us for damages caused to us as a result of a breach of duty of care and undertaking to indemnify them, in each case, to the fullest extent permitted by our articles and the Companies Law, including with respect to liabilities resulting from a public offering of our shares, to the extent that these liabilities are not covered by insurance. 88 D.
During his tenure at Kornit, he has managed and led R&D Chemistry, technology groups, transfer to production, print heads and QA as well as led Kornit’s Ink plant design. Prior to his executive position, Kobi held several managerial positions including Business Development of Consumables and Director of Global Application, an area he established in Kornit. Kobi holds a B.Sc.
During his tenure at Kornit, he has managed and led R&D Chemistry, technology groups, transfer to production, print heads and QA as well as led Kornit’s Ink plant design. Prior to his executive position, Yaaqov held several managerial positions including Business Development of Consumables and Director of Global Application, an area he established in Kornit. Yaaqov holds a B.Sc.
The 2012 Plan provided for the grant of options, restricted shares, restricted share units and other share-based awards to our and our subsidiaries’ and affiliates’ directors, employees, officers, consultants, advisors, and any other person whose services are considered valuable to us or our affiliates, to continue as service providers, to increase their efforts on our behalf or on behalf of our subsidiary or affiliate and to promote the success of our business.
The 2012 Plan provided for the grant of options, restricted shares, RSUs and other share-based awards to our and our subsidiaries’ and affiliates’ directors, employees, officers, consultants, advisors, and any other person whose services are considered valuable to us or our affiliates, to continue as service providers, to increase their efforts on our behalf or on behalf of our subsidiary or affiliate and to promote the success of our business.
Subject to applicable law, the 2015 Plan is administered by our compensation committee, which has full authority in all matters related to the discharge of its responsibilities and the exercise of its authority under the plan. 62 2015 Israeli Sub Plan The 2015 Israeli Sub Plan provides for the grant by us of awards pursuant to Sections 102 and 3(i) of the Ordinance, and the rules and regulations promulgated thereunder.
Subject to applicable law, the 2015 Plan is administered by our compensation committee, which has full authority in all matters related to the discharge of its responsibilities and the exercise of its authority under the plan. 72 2015 Israeli Sub Plan The 2015 Israeli Sub Plan provides for the grant by us of awards pursuant to Sections 102 and 3(i) of the Ordinance, and the rules and regulations promulgated thereunder.
Executive Officer Compensation The table below outlines the compensation granted to our five most highly compensated office holders during or with respect to the year ended December 31, 2024, in the disclosure format of Regulation 21 of the Israeli Securities Regulations (Periodic and Immediate Reports), 1970.
Executive Officer Compensation The table below outlines the compensation granted to our five most highly compensated office holders during or with respect to the year ended December 31, 2025, in the disclosure format of Regulation 21 of the Israeli Securities Regulations (Periodic and Immediate Reports), 1970.
Kobi Mann has served as our Chief Technology Officer since January 2020, prior to which he had held the position of VP Consumables & Application development since September 2017. Kobi Mann joined Kornit in 2004 as an R&D Chemist and has held core technology roles.
Yaaqov Mann has served as our Chief Technology Officer since January 2020, prior to which he had held the position of VP Consumables & Application development since September 2017. Yaaqov Mann joined Kornit in 2004 as an R&D Chemist and has held core technology roles.
(4) Amounts reported in this column refer to incentive and variable compensation payments which were paid or accrued with respect to 2024. (5) Amounts reported in this column represent the expense recorded in our financial statements for the year ended December 31, 2024 with respect to equity-based compensation.
(4) Amounts reported in this column refer to incentive and variable compensation payments which were paid or accrued with respect to 2025. (5) Amounts reported in this column represent the expense recorded in our financial statements for the year ended December 31, 2025 with respect to equity-based compensation.
The 2015 Plan provides for the grant of share options, share appreciation rights, restricted share awards, restricted share units, cash-based awards, other share-based awards and dividend equivalents to our company’s and our affiliates’ respective employees, non-employee directors and consultants.
The 2015 Plan provides for the grant of share options, share appreciation rights, restricted share awards, RSUs, cash-based awards, other share-based awards and dividend equivalents to our company’s and our affiliates’ respective employees, non-employee directors, and consultants.
In addition, any shares tendered or withheld to pay the exercise price, purchase price of an award, or any withholding taxes shall be available for issuance pursuant to new awards under the 2025 Plan.
In addition, any shares tendered or withheld to pay the exercise price, purchase price of an award, or any withholding taxes under the 2015 Plan or 2012 Plan shall be available for issuance pursuant to new awards under the 2025 Plan.
As one of Kornit’s founders he brings over 17 years of experience in the field of Inkjet Technology. Kobi has played a critical role in the design and the execution of core projects and processes in the company.
As one of Kornit’s founders he brings over 17 years of experience in the field of Inkjet Technology. Yaaqov has played a critical role in the design and the execution of core projects and processes in the company.
Ofer held various managerial positions in the emerging Israeli high-tech sector and participated in different mergers and acquisitions within the industry. Currently, Mr. Ofer serves as chairman of Magen Eco-Energy RCA Ltd., Chairman of Scodix Ltd., Chairman of Stratasys Ltd. (Nasdaq: SSYS) and Director of Copprint.
Ofer held various managerial positions in the emerging Israeli high-tech sector and participated in different mergers and acquisitions within the industry. Mr. Ofer previously served as chairman of Magen Eco-Energy RCA Ltd. Currently, Mr. Ofer serves as chairman of Maytronics Ltd., Chairman of Scodix Ltd., Chairman of Stratasys Ltd. (Nasdaq: SSYS) and Director of Copprint.
The 2015 Israeli Sub Plan provides for awards to be granted to those of our or our affiliates’ employees, directors and officers who are not Controlling Shareholders, as defined in the Ordinance, and who are considered Israeli residents, to the extent that such awards either are (i) intended to qualify for special tax treatment under the “capital gains track” provisions of Section 102(b) of the Ordinance or (ii) not intended to qualify for such special tax treatment.
The 2015 Israeli Sub Plan provides for the grant of awards to our or our affiliates’ employees, directors and officers who are not Controlling Shareholders, as defined in the Ordinance, and who are considered Israeli residents, to the extent that such awards either are (i) intended to qualify for special tax treatment under the “capital gains track” provisions of Section 102(b) of the Ordinance or (ii) not intended to qualify for such special tax treatment.
From and after the effective date of the 2025 Plan (as described below), no further grants or awards will be made under the 2015 Plan, as all ordinary shares available for issuance under the 2015 Plan have been transferred to the initial pool of ordinary shares under the 2025 Plan.
From and after the effective date of the 2025 Plan (as described below), no further grants or awards have been made under the 2015 Plan, as all ordinary shares available for issuance under the 2015 Plan were transferred to the initial pool of ordinary shares under the 2025 Plan.
The definition of independent director under the Nasdaq Stock Market rules specifies criteria whose aim is to ensure that there is no factor that would impair the ability of the independent director to exercise independent judgment, and furthermore requires that the board of directors affirmatively determine that the independent director can exercise independent judgment.
The definition of independent director under the Nasdaq Listing Rules specifies criteria whose aim is to ensure that there is no factor that would impair the ability of the independent director to exercise independent judgment, and furthermore requires that the board of directors affirmatively determine that the independent director can exercise independent judgment.
However, any such shareholder may propose a nominee only if a written notice of such shareholder’s intent to propose a nominee has been given to our Secretary (or, if we have no such Secretary, our Chief Executive Officer) within seven days following our publication of notice of an upcoming annual shareholder meeting (or within 14 days after we publish a preliminary notification of an upcoming annual shareholder meeting).
Under our articles, any 1% shareholder may propose a nominee only if a written notice of such shareholder’s intent to propose a nominee has been given to our Secretary (or, if we have no such Secretary, our Chief Executive Officer) within seven days following our publication of notice of an upcoming annual shareholder meeting (or within 14 days after we publish a preliminary notification of an upcoming annual shareholder meeting).
Sub Plan will continue to be governed by that plan. 2025 Share Incentive Plan Because the 2015 Plan would have expired in March 2025, in December 2024, our board of directors adopted a new share incentive plan— the 2025 Share Incentive Plan, or the 2025 Plan.
Sub Plan continue to be governed by that plan. 2025 Share Incentive Plan Because the 2015 Plan would have expired in March 2025, in December 2024, our board of directors adopted our 2025 Share Incentive Plan, or the 2025 Plan.
Our audit committee also oversees the audit efforts of our independent accountants and takes those actions that it deems necessary to satisfy itself that the accountants are independent of management. 68 Under the Companies Law, our audit committee is responsible for: ● determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or the independent auditor, and making recommendations to the board of directors to improve such practices; ● determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest and whether such transaction is material or extraordinary under the Companies Law) (see “-Approval of Related Party Transactions under Israeli Law”); ● establishing the approval process (including, potentially, the approval of the audit committee and conducting a competitive procedure supervised by the audit committee) for certain transactions with a controlling shareholder or in which a controlling shareholder has a personal interest; ● reviewing and approving the yearly or periodic work plan proposed by the internal auditor; ● examining our internal audit controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to fulfill his or her responsibilities; ● examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors or shareholders, depending on which of them is considering the appointment of our auditor; and ● establishing procedures for the receipt, retention and treatment of complaints received by our company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by company employees of concerns regarding questionable accounting or auditing matters, and the protection to be provided to such complaining employees.
Under the Companies Law, our audit committee is responsible for: ● determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or the independent auditor, and making recommendations to the board of directors to improve such practices; ● determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest and whether such transaction is material or extraordinary under the Companies Law) (see “-Approval of Related Party Transactions under Israeli Law”); ● establishing the approval process (including, potentially, the approval of the audit committee and conducting a competitive procedure supervised by the audit committee) for certain transactions with a controlling shareholder or in which a controlling shareholder has a personal interest; ● reviewing and approving the yearly or periodic work plan proposed by the internal auditor; ● examining our internal audit controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to fulfill his or her responsibilities; ● examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors or shareholders, depending on which of them is considering the appointment of our auditor; and ● establishing procedures for the receipt, retention and treatment of complaints received by our company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by company employees of concerns regarding questionable accounting or auditing matters, and the protection to be provided to such complaining employees.
Instead, we plan to increase the pool of shares available under the 2025 Plan on an as-needed basis, without equaling or surpassing the recommended limit of 10% dilution from all of the 2012 Plan, 2015 Plan and 2025 Plan, in the aggregate, to our shareholders on a fully-diluted basis. Administration.
Instead, we plan to increase the pool of shares available under the 2025 Plan on an as-needed basis, without surpassing, in a substantial way, the recommended limit of 10% dilution from all of the 2012 Plan, 2015 Plan and 2025 Plan, in the aggregate, to our shareholders on a fully-diluted basis.
Assumptions and key variables used in the calculation of such amounts are described in paragraph (u) of Note 2 to our audited financial statements, which are included in “ITEM 18.
Assumptions and key variables used in the calculation of such amounts are described in paragraph (u) of Note 2 to our audited financial statements, which are included in “ITEM 18. Financial Statements” of this annual report.
Board Practices-Approval of Related Party Transactions under Israeli Law - Disclosure of Personal Interests of an Office Holder and Approval of Certain Transactions.” Where the director is also a controlling shareholder, the requirements for approval of transactions with controlling shareholders apply, as described below under “Approval of Related Party Transactions under Israeli Law - Disclosure of Personal Interests of a Controlling Shareholder and Approval of Certain Transactions.” 60 Our directors are entitled to cash compensation as follows: All of our non-employee directors receive annual fees and per-meeting fees for their service on our board and its committees as follows: ● annual fees in an amount of $45,000, and $95,000 for the chairman of the Board; ● annual committee chair retainer - Audit: $20,000; Compensation: $15,000; any other committee - up to $15,000; and ● annual committee member retainer - Audit: $10,000; Compensation: $7,500; Any other committee: up to a maximum of $7,500.
Board Practices-Approval of Related Party Transactions under Israeli Law - Disclosure of Personal Interests of an Office Holder and Approval of Certain Transactions.” Where the director is also a controlling shareholder, the requirements for approval of transactions with controlling shareholders apply, as described below under “Approval of Related Party Transactions under Israeli Law - Disclosure of Personal Interests of a Controlling Shareholder and Approval of Certain Transactions.” All of our non-employee directors receive annual cash fees and per-meeting cash fees for their service on our board and its committees as follows: ● annual fees in an amount of $45,000, and $95,000 for the chairman of the Board; ● annual committee chair retainer - audit: $20,000; compensation: $15,000; any other committee - up to $15,000; and ● annual committee member retainer - audit: $10,000; compensation: $7,500; any other committee: up to a maximum of $7,500. 70 In addition, commencing with our 2020 annual general meeting of shareholders, we provide for annual RSU grants to our non-employee directors.
Upon our adoption of the 2025 Plan in December 2024 (as described below), we will no longer make future grants under the 2015 U.S. Sub Plan, although outstanding awards under the 2015 U.S.
Following our adoption of the 2025 Plan in December 2024 (as described below), we no longer make grants under the 2015 U.S. Sub Plan, although outstanding awards under the 2015 U.S.
To the extent a company is required to appoint external directors, this committee must include all of the external directors, one of whom must serve as chairman of the committee. There are additional requirements as to the composition of the audit committee under the Companies Law.
The audit committee must be comprised of at least three directors. To the extent a company is required to appoint external directors, this committee must include all of the external directors, one of whom must serve as chairman of the committee. There are additional requirements as to the composition of the audit committee under the Companies Law.
Outstanding grants under the 2012 Plan and 2015 Plan under which an aggregate of 2,752,644 ordinary shares may be issued will remain subject to those plans even after the expiration of those plans, but all ordinary shares that were unallocated to prior grants under the 2015 Plan as of the effectiveness of the 2025 Plan, or that subsequently become available under the 2012 Plan or 2015 Plan due to the expiration, cancellation, forfeiture or other surrender of outstanding grants under the 2012 Plan or 2015 Plan, have become or will become available for new grants under the 2025 Plan.
Outstanding grants under the 2012 Plan and 2015 Plan, under which an aggregate of 1,609,892 remaining ordinary shares may be issued (as of December 31, 2025), remain subject to those plans even after the expiration of those plans, but all ordinary shares that were unallocated to prior grants under the 2015 Plan as of the effectiveness of the 2025 Plan, or that subsequently become available under the 2012 Plan or 2015 Plan due to the expiration, cancellation, forfeiture or other surrender of outstanding grants under the 2012 Plan or 2015 Plan, have become or will become available for new grants under the 2025 Plan.
The ESPP is to be administered by our board of directors or by a committee designated by the board of directors. Subject to those rights which are reserved to the board of directors or which require shareholder approval under Israeli law, our board of directors has designated the compensation committee to administer the ESPP.
Subject to those rights which are reserved to the board of directors or which require shareholder approval under Israeli law, our board of directors has designated the compensation committee to administer the ESPP.
(2) All current executive officers listed in the table were our full-time employees during 2024. Cash compensation amounts denominated in currencies other than the U.S. dollar were converted into U.S. dollars at the average conversion rate for 2024. 61 (3) Amounts reported in this column include benefits and perquisites, including those mandated by applicable law.
(2) All Covered Executives listed in the table were our full-time employees during 2025. Cash compensation amounts denominated in currencies other than the U.S. dollar were converted into U.S. dollars at the average conversion rate for 2025. 71 (3) Amounts reported in this column include benefits and perquisites, including those mandated by applicable law.
In the event of a sale of all, or substantially all, of our ordinary shares or assets, a merger, consolidation amalgamation, or similar transaction, or certain changes in the composition of the board of directors, or liquidation or dissolution, or such other transaction or circumstances that the Board determines to be a relevant transaction, then the compensation committee shall make determinations with respect to the treatment of awards as it deems appropriate.
The approval of our shareholders will need to be obtained for that reduction in exercise price. 75 In the event of a sale of all, or substantially all, of our ordinary shares or assets, a merger, consolidation amalgamation, or similar transaction, or certain changes in the composition of the board of directors, or liquidation or dissolution, or such other transaction or circumstances that the Board determines to be a relevant transaction, then the compensation committee shall make determinations with respect to the treatment of awards as it deems appropriate.
Compensation The aggregate cash compensation recorded and equity-based compensation and other compensation expensed by us and our subsidiaries for our directors and executive officers with respect to the year ended December 31, 2024 was $6.1 million. The foregoing sum includes approximately $0.2 million set aside or accrued to provide pension, severance, retirement or similar benefits or expenses.
Compensation The aggregate cash compensation recorded and equity-based compensation and other compensation expensed by us and our subsidiaries for our directors and executive officers with respect to the year ended December 31, 2025 was6.1million. The foregoing sum includes approximately $0.3 million set aside or accrued to provide pension, severance, retirement or similar benefits or expenses.
The actual number of RSUs to be granted each year with the foregoing $115,000 value is determined based on the closing price of our ordinary shares on the Nasdaq Global Select Market on the date of our annual shareholder meeting.
The number of RSUs granted to each director is linked to a fixed value- $115,000 for each non-employee director. The actual number of RSUs to be granted each year with the foregoing $115,000 value is determined based on the closing price of our ordinary shares on the Nasdaq Global Select Market on the date of our annual shareholder meeting.
Nigro retired in early 2019 after 37 years at Hewlett-Packard, or HP, most recently serving as President of HP’s 3D printing business, where he created and scaled a new technology and business, serving as a driving force towards HP’s leadership in both the plastic and metal 3D printing markets. Mr. Nigro currently is a director at Desktop Metals (NYSE:DM).
Nigro retired in early 2019 after 37 years at Hewlett-Packard, or HP, most recently serving as President of HP’s 3D printing business, where he created and scaled a new technology and business, serving as a driving force towards HP’s leadership in both the plastic and metal 3D printing markets. Prior to heading HP’s 3D printing business, Mr.
Sub Plan applies to grantees that are subject to U.S. federal income tax. The 2015 U.S. Sub Plan provides that options granted to the U.S. grantees will either be incentive stock options pursuant to Section 422 of the Code, or nonqualified stock options.
The 2015 U.S. Sub Plan provides that options granted to the U.S. grantees will either be incentive stock options pursuant to Section 422 of the Code, or nonqualified stock options.
Any such shareholder nomination must include certain information, including, among other things, a description of all arrangements between the nominating shareholder and the proposed director nominee(s) and any other person pursuant to which the nomination(s) are to be made by the nominating shareholder, the consent of the proposed director nominee(s) to serve as our director(s) if elected and a declaration signed by the nominee(s) declaring that there is no limitation under the Companies Law preventing their election, and that all of the information that is required under the Companies Law to be provided to us in connection with such election has been provided.
Any such shareholder nomination must include certain information, including, among other things, a description of all arrangements between the nominating shareholder and the proposed director nominee(s) and any other person pursuant to which the nomination(s) are to be made by the nominating shareholder, the consent of the proposed director nominee(s) to serve as our director(s) if elected and a declaration signed by the nominee(s) declaring that there is no limitation under the Companies Law preventing their election, and that all of the information that is required under the Companies Law to be provided to us in connection with such election has been provided. 78 In addition, our articles allow our board of directors to appoint directors to fill vacancies on our board of directors for a term of office equal to the remaining period of the term of office of the director(s) whose office(s) have been vacated.
Upon our adoption of the 2025 Plan in December 2024 (as described below), we will no longer make future grants under the 2015 Israeli Sub Plan, although outstanding awards under the 2015 Israel Sub Plan will continue to be governed by that plan. 2015 U.S. Sub Plan The 2015 U.S.
Following our adoption of the 2025 Plan in December 2024 (as described below), we no longer make grants under the 2015 Israeli Sub Plan, although outstanding awards under the 2015 Israel Sub Plan continue to be governed by that plan. 2015 U.S. Sub Plan The 2015 U.S. Sub Plan applies to grantees that are subject to U.S. federal income tax.
The applicable purchase price is to be based on a discount percentage of up to 15%, which percentage may be decreased by the board or the compensation committee, multiplied by the lesser of (1) the fair market value of an ordinary share on the exercise date, or (2) the fair market value of an ordinary share on the offering date. 65 To date, we have not implemented or enabled purchases of ordinary shares by our employees under our ESPP.
The applicable purchase price is to be based on a discount percentage of up to 15%, which percentage may be decreased by the board or the compensation committee, multiplied by the lesser of (1) the fair market value of an ordinary share on the exercise date, or (2) the fair market value of an ordinary share on the offering date.
Audit Committee Role Our board of directors has adopted an audit committee charter that sets forth the responsibilities of the audit committee consistent with the rules and regulations of the SEC and the listing requirements of the Nasdaq Stock Market, as well as the requirements for such committee under the Companies Law, including the following: ● oversight of our independent registered public accounting firm and recommending the engagement, compensation or termination of engagement of our independent registered public accounting firm to the board of directors and shareholders in accordance with Israeli law; ● recommending the engagement or termination of the person filling the office of our internal auditor; and ● Reviewing and pre-approving the terms of audit, audit-related and all permitted non-audit services provided by the independent registered public accounting firm.
Audit Committee Role Our board of directors has adopted an audit committee charter that sets forth the responsibilities of the audit committee consistent with the rules and regulations of the SEC and the listing requirements of the Nasdaq Stock Market, as well as the requirements for such committee under the Companies Law, including the following: ● oversight of our independent registered public accounting firm and recommending the engagement, compensation or termination of engagement of our independent registered public accounting firm to the board of directors and shareholders in accordance with Israeli law; ● recommending the engagement or termination of the person filling the office of our internal auditor; and ● Reviewing and pre-approving the terms of audit, audit-related and all permitted non-audit services provided by the independent registered public accounting firm. 80 Our audit committee provides assistance to our board of directors in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions by pre-approving the services performed by our independent accountants and reviewing their reports regarding our accounting practices and systems of internal control over financial reporting.
All other executive officers are also appointed by our board of directors and are subject to the terms of any applicable employment agreements that we may enter into with them.
Our Chief Executive Officer is appointed by, and serves at the discretion of, our board of directors, subject to the employment agreement that we have entered into with him. All other executive officers are also appointed by our board of directors and are subject to the terms of any applicable employment agreements that we may enter into with them.
Directors and Senior Management The following table sets forth the name, age and position of each of our executive officers and directors as of the date of this annual report: Name Age Position Executive Officers Ronen Samuel 56 Chief Executive Officer and Director Lauri Hanover 65 Chief Financial Officer Daniel Gazit 53 Chief Product Officer Kobi Mann 45 Chief Technology Officer Directors (who are not also executive officers) Yuval Cohen (3) 62 Chairman of the Board of Directors Ofer Ben-Zur (3) 60 Director Naama Halevi Davidov (1)(3) 54 Director Stephen Nigro (1)(2)(3) 65 Director Dov Ofer (1)(2)(3) 71 Director Gabi Seligsohn (2)(3) 58 Director (1) Member of our audit committee.
Directors and Senior Management The following table sets forth the name, age and position of each of our executive officers and directors as of the date of this annual report: Name Age Position Executive Officers Ronen Samuel 57 Chief Executive Officer and Director Assaf Zipori 52 Chief Financial Officer Daniel Gazit 54 Chief Product Officer Yaaqov Mann 46 Chief Technology Officer Directors (who are not also executive officers) Yuval Cohen (3) 63 Chairman of the Board of Directors Ofer Ben-Zur (3) 61 Director Naama Halevi Davidov (1)(3) 55 Director Stephen Nigro (1)(2)(3) 66 Director Dov Ofer (1)(2)(3) 72 Director Gabi Seligsohn (2)(3) 59 Director (1) Member of our audit committee.
As a result of our election to be exempt from the external director requirement under the Companies Law, each of our directors (including our two directors who formerly served as external directors) is now assigned to one of the three, staggered classes of our board of directors, as follows: (i) the Class I director is Dov Ofer, whose term will expire at our annual general meeting of shareholders to be held in 2025 and when his successor is elected and qualified; (ii) the Class II directors are Ofer Ben-Zur, Naama Halevi Davidov and Gabi Seligsohn, and their terms expire at our annual general meeting of shareholders to be held in 2026 and when their successors are elected and qualified; and (iii) the Class III directors are Yuval Cohen, Stephen Nigro and Ronen Samuel, and their terms expire at our annual general meeting of shareholders to be held in 2027 and when their successors are elected and qualified. 66 Our board of directors has determined that six of our directors, consisting of Yuval Cohen, Ofer Ben-Zur, Stephen Nigro, Dov Ofer, Gabi Seligsohn and Naama Halevi Davidov, constituting a majority of the members of the board, are independent under the rules of the Nasdaq Stock Market.
As a result of our election to be exempt from the external director requirement under the Companies Law, each of our directors is assigned to one of the three, staggered classes of our board of directors, as follows: (i) the Class I directors are Dov Ofer and Ofer Ben-Zur, and their terms will expire at our annual general meeting of shareholders to be held in 2028 and when their successors are elected and qualified; (ii) the Class II directors are Naama Halevi Davidov and Gabi Seligsohn, and their terms expire at our annual general meeting of shareholders to be held in 2026 and when their successors are elected and qualified; and (iii) the Class III directors are Yuval Cohen, Stephen Nigro and Ronen Samuel, and their terms expire at our annual general meeting of shareholders to be held in 2027 and when their successors are elected and qualified.
Board Committees Audit Committee Our audit committee consists of three members: Naama Halevi Davidov (Chairperson), Dov Ofer, and Stephen Nigro. Companies Law Requirements Under the Companies Law, we are required to appoint an audit committee. The audit committee must be comprised of at least three directors.
Our board of directors has appointed Yuval Cohen to serve as chairman of the board of directors. Board Committees Audit Committee Our audit committee consists of three members: Naama Halevi Davidov (Chairperson), Dov Ofer, and Stephen Nigro. Companies Law Requirements Under the Companies Law, we are required to appoint an audit committee.
As part of its capacity in overseeing risk management activities and monitoring management’s policies and procedures, our audit committee also plays a significant strategic role in coordinating our cyber risk initiatives and policies and confirming their efficacy. Compensation Committee and Compensation Policy Our compensation committee consists of three members: Dov Ofer (Chairman), Stephen Nigro and Gabi Seligsohn.
As part of its capacity in overseeing risk management activities and monitoring management’s policies and procedures, our audit committee also plays a significant strategic role in coordinating our cyber risk initiatives and policies and confirming their efficacy.
The decreases in employees were primarily focused on areas in which we viewed our staffing as misaligned with the decline in revenues in those years.
The decreases in employees were primarily focused on areas in which we viewed our staffing as misaligned with the decline in revenues in recent years (prior to 2025, in which our revenues increased once again).
Shareholder 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 in the company, including, among other things, in voting at a general meeting and at shareholder 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; 73 ● a merger; or ● the approval of related party transactions and acts of office holders that require shareholder approval.
Pursuant to regulations promulgated under the Companies Law, certain transactions with a controlling shareholder or his or her relative, with directors, or with the chief executive officer, that would otherwise require approval of a company’s shareholders may be exempt from shareholder approval upon certain determinations of the audit committee or compensation committee (as applicable), and the board of directors. 86 Shareholder 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 in the company, including, among other things, in voting at a general meeting and at shareholder 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 ● the approval of related party transactions and acts of office holders that require shareholder approval.
As of December 31, 2024, we had options to purchase 593,921 ordinary shares and 2,158,723 unvested RSUs (a portion of which are subject to performance based vesting conditions), outstanding under the 2015 Plan.
As of December 31, 2025, we had options to purchase 507,324 ordinary shares and 1,102,568 unvested RSUs (a portion of which are subject to performance based vesting conditions), outstanding under the 2015 Plan.
The compensation committee may determine that the exercise price following such reduction shall be not less than the par value of a share. The approval of our shareholders will need to be obtained for that reduction in exercise price.
The compensation committee may determine that the exercise price following such reduction shall be not less than the par value of a share.
A Special Approval for Compensation requires shareholder approval by a majority vote of the shares present and voting at a meeting of shareholders called for such purpose, provided that either: (a) such majority includes 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 compensation arrangement; or (b) the total number of shares of non-controlling shareholders who do not have a personal interest in the compensation arrangement and who vote against the arrangement does not exceed 2% of the company’s aggregate voting rights. 69 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, obligation of payment or other benefit in respect of employment or engagement.
A Special Approval for Compensation requires shareholder approval by a majority vote of the shares present and voting at a meeting of shareholders called for such purpose, provided that either: (a) such majority includes 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 compensation arrangement; or (b) the total number of shares of non-controlling shareholders who do not have a personal interest in the compensation arrangement and who vote against the arrangement does not exceed 2% of the company’s aggregate voting rights.
(2) Member of our compensation committee. (3) Independent director under the Nasdaq Stock Market rules. 57 Executive Officers Ronen Samuel has served as our Chief Executive Officer since August 2018 and as a director since August 2019. Prior to joining our company, Mr.
(2) Member of our compensation committee. (3) Independent director under the Nasdaq Listing Rules. Executive Officers Ronen Samuel has served as our Chief Executive Officer since August 2018 and as a director since August 2019. Prior to joining our company, Mr. Samuel served in various capacities at Hewlett -Packard, or HP, over the course of the previous 18 years.
Ben-Zur served as our Chief Executive Officer, as well as the manager of our department of research and development. Currently Mr. Ben-Zur serves as the CEO and founder of Tritone Technologies, an Israeli start up specializing in Additive Manufacturing of metals. Mr.
Ben-Zur serves as the CEO and founder of Tritone Technologies, an Israeli start up specializing in Additive Manufacturing of metals. Mr.
In addition to the foregoing 2,122,421 ordinary shares initially available under the 2025 Plan, up to 2,752,644 ordinary shares, in the aggregate, that underlie outstanding awards under the 2012 Plan and 2015 Plan, may, (i) if the related award expires or is canceled, terminated, forfeited, repurchased or settled in cash in lieu of issuance of shares, for any reason, without having been exercised, or (ii) if permitted by us, if are tendered to pay (x) the exercise price of an award or (y) withholding tax obligations, will, in any such case, become available for issuance under the 2025 Plan.
Upon its effectiveness, the 2025 Plan had a total of 2,122,421 ordinary shares reserved and initially available for issuance, consisting of (i) 1,450,289 ordinary shares that were rolled over from the 2015 Plan (which shares were unused under the 2015 Plan as of the effectiveness of the 2025 Plan) and (ii) 672,132 newly reserved ordinary shares. 73 In addition to the foregoing 2,122,421 ordinary shares initially available under the 2025 Plan, up to 2,752,644 ordinary shares, in the aggregate, that underlay outstanding awards under the 2012 Plan and 2015 Plan as of the adoption of the 2025 Plan, could, (i) if the related award was to expire or be canceled, terminated, forfeited, repurchased or settled in cash in lieu of issuance of shares, for any reason, without having been exercised, or (ii) if permitted by us, was to be tendered to pay (x) the exercise price of an award or (y) withholding tax obligations, was, in any such case, to become available for issuance under the 2025 Plan.
Consequently, we decreased the sizes of our sales and marketing and general and administrative departments significantly in 2024, while also steadily reducing our manufacturing and operations, and research and development departments in each of 2023 and 2024, to be proportionate with our needs. 75 With respect to our Israeli employees, Israeli labor laws govern the length of the workday and workweek, minimum wages for employees, procedures for hiring and dismissing employees, determination of severance pay, annual leave, sick days, advance notice of termination of employment, payments to the National Insurance Institute, equal opportunity and anti-discrimination laws and other conditions of employment.
With respect to our Israeli employees, Israeli labor laws govern the length of the workday and workweek, minimum wages for employees, procedures for hiring and dismissing employees, determination of severance pay, annual leave, sick days, advance notice of termination of employment, payments to the National Insurance Institute, equal opportunity and anti-discrimination laws and other conditions of employment.
Each director will hold office until the annual general meeting of our shareholders in which his or her term expires, unless he or she is removed by a vote of 65% of the total voting power of our shareholders at a general meeting of our shareholders or upon the occurrence of certain events, in accordance with the Companies Law and our articles.
Each director will hold office until the annual general meeting of our shareholders in which his or her term expires, unless he or she is removed by a vote of 65% of the total voting power of our shareholders at a general meeting of our shareholders or upon the occurrence of certain events, in accordance with the Companies Law and our articles. 77 In August 2019, we elected to be governed by an exemption under the Companies Law regulations that exempts us from appointing external directors and from complying with the Companies Law requirements related to the composition of the audit committee and compensation committee of our board of directors.
Prior to that position, Mr. Nigro led the World Wide Inkjet and Graphics Business, which served the consumer, business, and Graphics segments, with both inkjet and LEP printing solutions. Mr.
Nigro served as Senior Vice President of HP Imaging and Printing Business, where he was responsible for leading HP’s World Wide HP 2D printing business. Prior to that position, Mr. Nigro led the World Wide Inkjet and Graphics Business, which served the consumer, business, and Graphics segments, with both inkjet and LEP printing solutions. Mr.
In the event of any type of merger, consolidation, similar transaction with or into another corporation, exchange of shares, a business combination, a reorganization, a spin-off or other corporate divestiture or division, or other similar occurrences, any adjustments as determined by the compensation committee may be made without the need for a consent of any holder of an award. 64 With respect to the distribution of a cash dividend to all holders of ordinary shares, the compensation committee shall have the authority to determine, without award holder consent, that the exercise price of any award that is outstanding and unexercised on the record date of such distribution, shall be reduced by an amount equal to the per share gross dividend amount distributed by us.
With respect to the distribution of a cash dividend to all holders of ordinary shares, the compensation committee shall have the authority to determine, without award holder consent, that the exercise price of any award that is outstanding and unexercised on the record date of such distribution, shall be reduced by an amount equal to the per share gross dividend amount distributed by us.
The following table presents the grant dates, number of options, RSUs and PSUs, and related exercise prices and expiration dates of options and RSUs granted to our directors and executive officers for the year ended December 31, 2024: Grant Date Number of Options Number of RSUs Number of PSUs Exercise Price (per Share) of Options Expiration Date of Options March 14, 2024 - 39,466 - - - July 11, 2024 - 104,526 - - - August 12, 2024 65,036 39,967 151,700 $ 16.48 August 12, 2034 August 29, 2024 - 49,168 - - - Director Compensation Under the Companies Law, the compensation of our directors (including reimbursement of expenses) requires the approval of our compensation committee, the subsequent approval of the board of directors and, unless exempted under the regulations promulgated under the Companies Law, the approval of the shareholders at a general meeting as described in “C.
The following table presents the grant dates, number of options, RSUs, and performance-based vesting restricted share units, or PSUs, and related exercise prices and expiration dates of options and RSUs granted to our directors and executive officers for the year ended December 31, 2025: Grant Date Number of Options Number of RSUs Number of PSUs Exercise Price (per Share) of Options Expiration Date of Options March 13, 2025 - 18,787 - August 12, 2025 68,009 32,302 164,582 15.19 August 12, 2035 September 15, 2025 48,150 December 22, 2025 24,326 Director Compensation Under the Companies Law, the compensation of our directors (including reimbursement of expenses) requires the approval of our compensation committee, the subsequent approval of the board of directors and, unless exempted under the regulations promulgated under the Companies Law, the approval of the shareholders at a general meeting as described in “C.
Directors, Senior Management and Employees - C. Board Practices - Board of Directors - External Directors” in our annual report on Form 20-F for the year ended December 31, 2018, which we filed with the SEC on March 26, 2019.
Board Practices - Board of Directors - External Directors” in our annual report on Form 20-F for the year ended December 31, 2018, which we filed with the SEC on March 26, 2019. 79 Leadership Structure of the Board In accordance with the Companies Law and our articles, our board of directors is required to appoint one of its members to serve as chairman of the board of directors.
Similarly, ordinary shares from among the initial 2,122,422 shares reserved under the 2025 Plan that become subject to an award and are ultimately not issued (for any of the foregoing reasons) will become available once again under the 2025 Plan. 63 In keeping with the recommendation of institutional shareholder and proxy advisory groups, the 2025 Plan does not contain an “evergreen” provision that provides for an automatic annual increase in the number of ordinary shares available under the plan.
In keeping with the recommendation of institutional shareholder and proxy advisory groups, the 2025 Plan does not contain an “evergreen” provision that provides for an automatic annual increase in the number of ordinary shares available under the plan.
D. Employees As of December 31, 2024, we had 715 employees, with 396 located in Israel, 120 in the United States, 158 in Europe and 41 in Asia Pacific.
Employees As of December 31, 2025, we had 633 employees, with 359 located in Israel, 110 in the United States, 125 in Europe and 39 in Asia Pacific.
Samuel served in various capacities at Hewlett -Packard, or HP, over the course of the previous 18 years. Most recently, he served as Vice President and General Manager of HP Indigo and WebPress EMEA. Prior to that, Mr. Samuel led HP’s Asia Pacific and Japan region for seven years.
Most recently, he served as Vice President and General Manager of HP Indigo and WebPress EMEA. Prior to that, Mr. Samuel led HP’s Asia Pacific and Japan region for seven years. He was also engaged in Strategic Marketing while at HP, working closely with Research and Development to define future products. While at HP, Mr.
Summary Compensation Table Information Regarding Covered Executives (1) Base Benefits and Variable Equity-Based Salary Perquisites compensation Compensation Total Name and Principal Position (2) ($) ($)(3) ($)(4) ($)(5) ($) (in thousands, US dollars) Ronen Samuel, Chief Executive Officer 407 38 - 2,090 2,535 Yaakov Mann, Chief Technology Officer 238 36 - 787 1,061 Ilan Elad, President KDAM 362 26 46 574 1,008 Tomer Artzi, President KDAP 203 294 - 311 808 Lauri Hanover, Chief Financial Officer 281 73 - 230 584 (1) All amounts reported in the table are in terms of cost to us, as recorded in our financial statements.
Summary Compensation Table Information Regarding Covered Executives (1) Base Benefits and Variable Equity-Based Salary Perquisites compensation Compensation Total Name and Principal Position (2) ($) ($) (3) ($) (4) ($) (5) ($) (in thousands, US dollars) Ronen Samuel, Chief Executive Officer 438 116 2,720 3,274 Yaaqov Mann, Chief Technology Officer 255 70 848 1,173 Ilan Elad, President KDAM 397 2 50 595 1,044 Tomer Artzi, President KDAP 213 52 290 333 888 Lauri Hanover, Chief Financial Officer (6) 300 93 28 299 720 (1) All amounts reported in the table are in terms of cost to us, as recorded in our financial statements.
Cohen holds a B.Sc. in Industrial Engineering from Tel Aviv University in Israel and an M.B.A. from Harvard Business School. 58 Ofer Ben-Zur is a co-founder of our company and has served as director since 2002. From April 2014 to July 2016, Mr. Ben-Zur served as our President and Chief Technology Officer. From 2002 to April 2014, Mr.
Ofer Ben-Zur is a co-founder of our company and has served as director since 2002. From April 2014 to July 2016, Mr. Ben-Zur served as our President and Chief Technology Officer. From 2002 to April 2014, Mr. Ben-Zur served as our Chief Executive Officer, as well as the manager of our department of research and development. Currently Mr.
Companies Law Requirements Under the Companies Law, the board of directors of a public company must appoint a compensation committee.
Compensation Committee and Compensation Policy Our compensation committee consists of three members: Dov Ofer (Chairman), Stephen Nigro and Gabi Seligsohn. 81 Companies Law Requirements Under the Companies Law, the board of directors of a public company must appoint a compensation committee.
Total Dilution Under Share Incentive Plans The following table presents equity incentive data for our Company on a prospective basis, as of the effectiveness of the 2025 Plan (and not including ordinary shares issuable under the ESPP, as described below): Shares Available Under 2012 Plan and 2015 Plan Shares Available Under 2025 Plan Total Shares Available Under All Plans Fully Diluted Share Capital (# of Shares) Percentage of Fully Diluted Share Capital Allocated to All Plans in Total (% Dilution) (a) Underlying Outstanding Options (b) Underlying Outstanding RSUs (c) Total (a+b) (d) Unallocated Shares Being Carried Over from 2015 Plan (e) Newly Allocated Shares Under 2025 Plan (f) Total (d+e) (g) (c+f) (h) (i) (g/h) 593,921 2,158,723 2,752,644 1,450,289 672,132 2,122,421 4,875,065 52,869,971 9.2 % Employee Share Purchase Plan We have adopted an employee share purchase plan, or ESPP, pursuant to which our employees and employees of our subsidiaries may elect to have payroll deductions (or, when not allowed under local laws or regulations, another form of payment) made on each pay day during the offering period in an amount not exceeding 15% of the compensation which the employees receive on each pay day during the offering period.
Following that increase, the total number of ordinary shares available under all of our equity incentive plans increased to 2,032,644, constituting 10.5% of our issued and outstanding ordinary shares on a fully diluted basis. ** We expect that over the course of 2026, as outstanding RSU grants vest and settle for underlying ordinary shares, this percentage will fall below 10%, as the number of shares underlying outstanding RSUs under the 2025 Plan will decrease, while the number of outstanding shares will increase. 76 Employee Share Purchase Plan We have adopted an employee share purchase plan, or ESPP, pursuant to which our employees and employees of our subsidiaries may elect to have payroll deductions (or, when not allowed under local laws or regulations, another form of payment) made on each pay day during the offering period in an amount not exceeding 15% of the compensation which the employees receive on each pay day during the offering period.
C. Board Practices Board of Directors Under the Companies Law, the management of our business is vested in 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 management.
Our board of directors may exercise all powers and may take all actions that are not specifically granted to our shareholders or to management. Our executive officers are responsible for our day-to-day management and have individual responsibilities established by our board of directors.
(Nasdaq: RDWR) and Cellcom Israel Ltd. (TASE: CEL), and is expected to be appointed to the board of directors of Stratasys Ltd. (Nasdaq: SSYS) on March 31, 2025. He also serves on the board of directors of several privately held portfolio companies of Fortissimo Capital. Mr.
(Nasdaq: RDWR) and Cellcom Israel Ltd. (TASE: CEL), and as a member of the board of directors of Stratasys Ltd. (Nasdaq: SSYS). He also serves on the board of directors of several privately held portfolio companies of Fortissimo Capital. Mr. Cohen holds a B.Sc. in Industrial Engineering from Tel Aviv University in Israel and an M.B.A. from Harvard Business School.
Samuel spent seven years in the Israeli Air Force, rising to the rank of major while serving as a fighter pilot and leading the establishment of Israel’s second Apache Squadron. Mr. Samuel received an M.B.A. from Northwestern University’s Kellogg School of Management and received an undergraduate Business and Law degree from The Interdisciplinary Center in Herzliya, Israel.
Samuel also served in various capacities as product/project manager. Prior to his career in printing technology, Mr. Samuel spent seven years in the Israeli Air Force, rising to the rank of major while serving as a fighter pilot and leading the establishment of Israel’s second Apache Squadron. Mr.
As of December 31, 2024, we had options to purchase 20,727 ordinary shares that remained outstanding under the 2012 Plan. 2015 Incentive Compensation Plan In March 2015, we adopted our 2015 Incentive Compensation Plan, or the 2015 Plan.
As of December 31, 2025, there were no equity awards that remained outstanding under the 2012 Plan, although ordinary shares issued upon exercise or settlement of awards previously granted under the 2012 Plan may still be outstanding, in which case they are subject to the terms of the plan. 2015 Incentive Compensation Plan In March 2015, we adopted our 2015 Incentive Compensation Plan, or the 2015 Plan.
The forgoing aggregate compensation includes cash fees recorded and equity compensation expensed for two of our former directors, Jae Hyun (Jay) Lee and Yehoshua (Shuki) Nir, who served during 2024, from the start of the year through October 10, 2024 and December 31, 2024, respectively.
The forgoing aggregate compensation includes cash fees recorded and equity compensation expensed for our former chief financial officer, Lauri Hanover, who served during 2025 from the start of the year through December 3, 2025, and for our current chief financial officer, Assaf Zippori, who served in that role only from December 3, 2025 through the end of the year.

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Item 7. Management's Discussion & Analysis

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

21 edited+21 added−5 removed29 unchanged
Biggest changeWe have provided below the updated compensation figures for the CEO, as adjusted, based on that approval by our shareholders: Base Salary: NIS 1.51 million (approximately $407,000) Target Annual Bonus (% Base Salary): 100% Target Total Cash (Base + Bonus): $814,000 Long-Term Incentive/ Equity Target Value: $2,500,000 annually Target Total Direct Compensation: $3,314,000 79 The compensation package includes the following specific elements: (i) Total Shareholder Return (TSR) PSUs : PSUs valued at approximately $1,250,000 are granted to the CEO annually. ● The actual number of TSR PSUs to be granted each year with the foregoing $1,250,000 value are determined based on a valuation methodology generally used for such awards (e.g., Monte Carlo method) as of the date of the relevant annual shareholder meeting or as of the relevant anniversary of the date of the meeting. ● The vesting of the TSR PSUs is dependent upon the performance of our TSR, as measured by our Company’s share price, relative to the performance of the S&P 500 index, which determination is made for a two-year (30% weight) and three year (70% weight) period of time, upon the two-year and three-year anniversaries of each grant date, with the TSR PSUs either partially or fully vesting (if either/both performance conditions are met at or above the threshold level) or expiring (if the performance conditions are not met) on the three-year anniversary of each grant date; ● There is “double trigger” vesting and acceleration of vesting due to termination of the CEO in certain circumstances. ● The actual payout on the TSR PSUs (i.e., how many vest), will be determined based on our performance relative to a payout curve, with threshold and maximum performance levels, whereby the payout can be anywhere from zero to in excess of the payout target, as follows: Kornit TSR Percentile Rank Payout (% of Target)* th Percentile 0% 35 th Percentile 50% (Threshold) 55 th Percentile 100% (Target)** 75 th Percentile 150% > 75 th Percentile 200% (Maximum) * Subject to linear interpolation ** Target payout requires above median performance and the applicable payout will be capped at target if our company’s absolute TSR performance for the relevant measurement period is negative, irrespective of our company’s percentile ranking for such period.
Biggest changeWe have provided below the updated compensation figures for the CEO, as adjusted, based on that approval by our shareholders: Base Salary: NIS 1.51 million (approximately $438,396) Target Annual Bonus (% Base Salary): 100% Target Total Cash (Base + Bonus): $876,792 Long-Term Incentive/ Equity Target Value: $2,500,000 annually Target Total Direct Compensation: $3,376,792 The compensation package includes the following specific elements: (i) Total Shareholder Return (TSR) PSUs : PSUs valued at approximately $1,250,000 are granted to the CEO annually. ● The actual number of TSR PSUs to be granted each year with the foregoing $1,250,000 value are determined based on a valuation methodology generally used for such awards (e.g., Monte Carlo method) as of the date of the relevant annual shareholder meeting or as of the relevant anniversary of the date of the meeting. ● The vesting of the TSR PSUs is dependent upon the performance of our TSR, as measured by our Company’s share price, relative to the performance of the S&P 500 index, which determination is made for a two-year (30% weight) and three year (70% weight) period of time, upon the two-year and three-year anniversaries of each grant date, with the TSR PSUs either partially or fully vesting (if either/both performance conditions are met at or above the threshold level) or expiring (if the performance conditions are not met) on the three-year anniversary of each grant date; ● There is “double trigger” vesting and acceleration of vesting due to termination of the CEO in certain circumstances. ● The actual payout on the TSR PSUs (i.e., how many vest), will be determined based on our performance relative to a payout curve, with threshold and maximum performance levels, whereby the payout can be anywhere from zero to in excess of the payout target, as follows: Kornit TSR Percentile Rank Payout (% of Target)* th Percentile 0% 35 th Percentile 50% (Threshold) 55 th Percentile 100% (Target)** 75 th Percentile 150% > 75 th Percentile 200% (Maximum) * Subject to linear interpolation ** Target payout requires above median performance and the applicable payout will be capped at target if our company’s absolute TSR performance for the relevant measurement period is negative, irrespective of our company’s percentile ranking for such period. 94 (ii) RSUs : RSUs valued at approximately $625,000 are granted to the CEO annually. ● The actual number of RSUs to be granted each August 12 with the foregoing $625,000 value is based on the 30-day volume weighted average price of Kornit’s ordinary shares over the 30-day period preceding each such grant date. ● The RSUs vest over a four-year period, with 25% of the RSUs vesting upon the first anniversary of the grant date and an additional 6.25% of the RSUs vesting upon the conclusion of each of the next 12 quarters thereafter, subject to the CEO’s continuous employment. ● There is “double trigger” vesting and acceleration of vesting due to termination of the CEO in certain circumstances.
For further information, see “ITEM 6.C Board Practices-Exculpation, Insurance and Indemnification of Directors and Officers.” Compensation Arrangement for CEO At our 2022 special general meeting of shareholders, held on December 29, 2022, our shareholders approved (following approval by our compensation committee and board of directors) an updated compensation package for our chief executive officer (the “ CEO ”), Ronen Samuel.
For further information, see “ITEM 6.C Board Practices-Exculpation, Insurance and Indemnification of Directors and Officers.” 93 Compensation Arrangement for CEO At our 2022 special general meeting of shareholders, held on December 29, 2022, our shareholders approved (following approval by our compensation committee and board of directors) an updated compensation package for our chief executive officer (the “ CEO ”), Ronen Samuel.
For a similar reason, our CEO will generally be prohibited from pledging the equity to be granted to him as collateral for a loan that may be received by him. C. Interests of Experts and Counsel Not applicable.
For a similar reason, our CEO will generally be prohibited from pledging the equity to be granted to him as collateral for a loan that may be received by him. 95 C. Interests of Experts and Counsel Not applicable.
These numbers are not representative of the number of beneficial holders of our shares, nor is it representative of where such beneficial holders reside, since all of these shares held of record in the United States were held through CEDE & Co., the nominee company of the Depository Trust Company, on behalf of hundreds of firms of brokers and banks in the United States, who in turn held such shares on behalf of several thousand clients and customers. 78 B.
These numbers are not representative of the number of beneficial holders of our shares, nor is it representative of where such beneficial holders reside, since all of these shares held of record in the United States were held through CEDE & Co., the nominee company of the Depository Trust Company, on behalf of hundreds of firms of brokers and banks in the United States, who in turn held such shares on behalf of several thousand clients and customers. 92 B.
The following is a description of material transactions, or series of related material transactions, since January 1, 2024, to which we were or will be a party and in which the other parties included or will include our directors, executive officers, holders of more than 10% of our voting securities or any member of the immediate family of any of the foregoing persons.
The following is a description of material transactions, or series of related material transactions, since January 1, 2025, to which we were or will be a party and in which the other parties included or will include our directors, executive officers, holders of more than 10% of our voting securities or any member of the immediate family of any of the foregoing persons.
For purposes of the table below, we deem ordinary shares issuable pursuant to options that are currently exercisable or exercisable within 60 days of February 28, 2025 to be outstanding and to be beneficially owned by the person holding the options for the purposes of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person.
For purposes of the table below, we deem ordinary shares issuable pursuant to options that are currently exercisable or exercisable within 60 days of February 17, 2026 to be outstanding and to be beneficially owned by the person holding the options for the purposes of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person.
Mashaal’s status as the managing member of Senvest Management, LLC. None of the foregoing should be construed in and of itself as an admission by any of the foregoing persons or entities as to beneficial ownership of those ordinary shares. (4) The address of this shareholder is 135 South LaSalle Street, Suite 4200, Chicago, IL 60603.
Mashaal’s status as the managing member of Senvest Management, LLC. None of the foregoing should be construed in and of itself as an admission by any of the foregoing persons or entities as to beneficial ownership of the subject ordinary shares. (7) The address of this shareholder is 135 South LaSalle Street, Suite 4200, Chicago, IL 60603.
The ordinary shares reported in this row are held in the account of Senvest Master Fund, LP and Senvest Technology Partners Master Fund, LP, which we collectively refer to as the Senvest Investment Vehicles.
The ordinary shares reported in this row are held in the account of Senvest Master Fund, LP and Senvest Technology Partners Master Fund, LP, which are collectively referred to as the Senvest Investment Vehicles.
Major Shareholders The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of February 28, 2025 by: ● each person or entity known by us to own beneficially 5% or more of our outstanding ordinary shares; ● each of our directors and executive officers individually; and ● all of our executive officers and directors as a group.
Major Shareholders The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of February 17, 2026 by: ● each person or entity known by us to own beneficially 5% or more of our outstanding ordinary shares; 89 ● each of our directors and executive officers individually; and ● all of our executive officers and directors as a group.
The information in this row is provided as of December 31, 2024, based on a report of institutional investment manager on Form 13F filed by Senvest Management, LLC with the SEC on February 13, 2025.
The information in this row is provided as of December 31, 2025, based on a report of institutional investment manager on Form 13F filed by Senvest Management, LLC with the SEC on February 12, 2026.
Record Holders Based upon a review of the information provided to us by our transfer agent, as of February 14, 2025, there were three holders of record of our ordinary shares, of which one record holder, holding approximately 90.2% of our outstanding ordinary shares, had a registered address in the United States.
Record Holders Based upon a review of the information provided to us by our transfer agent, as of February 17, 2026, there were three holders of record of our ordinary shares, of which one record holder, holding approximately 99.9% of our outstanding ordinary shares, had a registered address in the United States.
A description of any material relationship that our principal shareholders have had with us or any of our predecessors or affiliates within the past three years is included under “Certain Relationships and Related Party Transactions.” The percentages set forth below are based on 45,327,503 ordinary shares outstanding (which excludes 5,773,222 Treasury shares) as of February 28, 2025.
A description of any material relationship that our principal shareholders have had with us or any of our predecessors or affiliates within the past three years is included under “Certain Relationships and Related Party Transactions.” The percentages set forth below are based on 46,340,477 ordinary shares outstanding (which excludes 5,626,182 Treasury shares) as of February 17, 2026.
Samuel’s continued employment as our CEO, the options vest over a four-year period, with 25% of the options vesting upon the first anniversary of the grant date and an additional 6.25% of the options vesting upon the conclusion of each of the next 12 quarters thereafter, subject to the CEO’s continuous employment; ● There is “double trigger” vesting and acceleration of vesting due to termination of the CEO in certain circumstances; and ● The options have a ten-year term, at the conclusion of which any unexercised options would expire. 80 “Clawback” Condition The compensation terms for our CEO are subject, in the case of annual bonus and long-term incentive/equity compensation, to a potential repayment obligation to our Company or cancellation (as applicable), under certain circumstances, as described in our compensation policy.
Samuel’s continued employment as our CEO, the options vest over a four-year period, with 25% of the options vesting upon the first anniversary of the grant date and an additional 6.25% of the options vesting upon the conclusion of each of the next 12 quarters thereafter, subject to the CEO’s continuous employment; ● There is “double trigger” vesting and acceleration of vesting due to termination of the CEO in certain circumstances; and ● The options have a ten-year term, at the conclusion of which any unexercised options would expire.
The information in this row is provided as of December 31, 2024, based on a report of institutional investment manager on Form 13F filed by Artisan Partners Limited Partnership with the SEC on February 12, 2025. The shares reported for this shareholder have been acquired on behalf of discretionary clients of Artisan Partners Limited Partnership, or APLP.
The information in this row is provided as of December 31, 2025, based on a statement of beneficial ownership on Schedule 13G filed by Artisan Partners Limited Partnership with the SEC on February 3, 2026. The shares reported for this shareholder have been acquired on behalf of discretionary clients of Artisan Partners Limited Partnership, or APLP.
(1) The address of this shareholder is 1585 Broadway New York, NY 10036 . The information in this row is provided as of December 31, 2024, based on Amendment No. 2 to a statement of beneficial ownership on Schedule 13G, filed by Morgan Stanley with the SEC on February 4, 2025.
The information in this row is provided as of December 31, 2025, based on Amendment No. 4 to a statement of beneficial ownership on Schedule 13G filed by Morgan Stanley with the SEC on February 12, 2026.
The ordinary shares included in the beneficial ownership of this shareholder are beneficially owned, or may be deemed to be beneficially owned, by certain operating units (collectively referred to as the MS Reporting Units) of Morgan Stanley and its subsidiaries and affiliates (collectively referred to as MS).
The ordinary shares. included in the beneficial ownership of this shareholder are beneficially owned, or may be deemed to be beneficially owned, by certain business units of BlackRock, Inc. and its subsidiaries and affiliates.
They do not include ordinary shares, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units. (2) The address of this shareholder is 875 E. Wisconsin Ave., Suite 800, Milwaukee, WI 53202.
These ordinary shares reported as beneficially owned do not include ordinary shares, if any, beneficially owned by any operating units of Morgan Stanley whose ownership of securities is disaggregated from that of certain operating units of Morgan Stanley, its subsidiaries and affiliates. (4) The address of this shareholder is 875 E. Wisconsin Ave., Suite 800, Milwaukee, WI 53202.
The number of record holders in the United States is not representative of the number of beneficial holders nor is it representative of where such beneficial holders are resident since many of these ordinary shares were held by brokers or other nominees. 76 Unless otherwise noted below, each shareholder’s address is c/o Kornit Digital Ltd., 12 Ha’Amal Street, Rosh -Ha’Ayin 4809246, Israel.
The number of record holders in the United States is not representative of the number of beneficial holders nor is it representative of where such beneficial holders are resident since many of these ordinary shares were held by brokers or other nominees.
The information in this row is provided as of February 28, 2024, based on a statement of beneficial ownership on Schedule 13G filed by Chicago Capital LLC with the SEC on March 4, 2024.
(2) The address of this shareholder is Wyman Street, Suite 460, Waltham, MA 02451. The information in this row is provided as of December 31, 2025, based on a statement of beneficial ownership on Schedule 13G filed by Granahan Investment Management LLC with the SEC on February 17, 2026.
In February 2024, each of Wasatch Advisors Inc. and Granahan Investment Management, LLC reported that its beneficial ownership had decreased below 5% during 2023, thereby causing it to cease to be a major shareholder of ours.
(11) Consists of 273,114 actual ordinary shares, 174,470 additional ordinary shares underlying options, and 134,184 additional ordinary shares underlying RSUs, which options and RSUs have vested or will vest, and therefore may be exercised by, or settled for (as applicable), our directors and executive officers, within 60 days of February 17, 2026. 91 Recent Significant Changes in the Percentage Ownership of Major Shareholders In February 2024, each of Wasatch Advisors Inc. and Granahan Investment Management, LLC reported that its beneficial ownership had decreased below 5% during 2023, thereby causing it to cease to be a major shareholder of ours.
See “ITEM 10.B Articles of Association.” A description of any material relationship that our major shareholders have had with us or any of our predecessors or affiliates within the past year is included under “ITEM 7.B-Related Party Transactions.” Name Number of Shares Beneficially Held Percent 5% or Greater Shareholders Morgan Stanley (1) 3,557,137 7.9 % Artisan Partners Limited Partnership (2) 3,332,849 7.4 % Senvest Management, LLC (3) 4,233,349 9.3 % Chicago Capital LLC (4) 2,493,680 5.5 % Directors and Executive Officers Yuval Cohen * * Naama Halevi Davidov Ofer Ben-Zur * * Lauri Hanover * * Stephen Nigro Dov Ofer * * Gabi Seligsohn Ronen Samuel * * Daniel Gazit * * Kobi Mann * * All Directors and Executive Officers as a Group (10 persons) * (5) * * Represents beneficial ownership of less than 1% of our outstanding ordinary shares.
See “ITEM 10.B Articles of Association.” A description of any material relationship that our major shareholders have had with us or any of our predecessors or affiliates within the past year is included under “ITEM 7.B-Related Party Transactions.” Name Number of Shares Beneficially Held Percent 5% or Greater Shareholders Disciplined Growth Investors, Inc.
Removed
APLP possesses sole voting power with respect to 2,835,917 of such shares, while lacking voting power with respect to 496,932 of such shares. 77 (3) The address of this shareholder is 540 Madison Avenue, 32 nd Floor, New York, New York 10022.
Added
Unless otherwise noted below, each shareholder’s address is c/o Kornit Digital Ltd., 12 Ha’Amal Street, Rosh -Ha’Ayin 4809246, Israel.
Removed
(5) Consists of ordinary shares, and additional ordinary shares underlying options, RSUs and PSUs that may be exercised or settled (as applicable) by our directors and executive officers within 60 days of February 28, 2025.
Added
(1) 3,034,591 6.5 % Granahan Investment Management LLC (2) 2,569,663 5.5 % Morgan Stanley (3) 3,945,982 8.5 % Artisan Partners Limited Partnership (4) 2,647,804 5.7 BlackRock, Inc.
Removed
Recent Significant Changes in the Percentage Ownership of Major Shareholders Each of Artisan Partners Limited Partnership, Granahan Investment Management, LLC (a former major shareholder of ours) and Senvest Management, LLC became a new 5% shareholder over the course of 2022, reporting beneficial ownership that constituted 8.8%, 7.0% and 8.3% of our outstanding ordinary shares, respectively, in February 2023.
Added
(5) 2,339,199 5.0 Senvest Management, LLC (6) 4,141,355 8.9 % Chicago Capital LLC (7) 2,476,363 5.3 % Directors and Executive Officers Yuval Cohen 21,853 * Naama Halevi Davidov 11,383 * Ofer Ben-Zur 11,383 * Assaf Zipori 0 * Stephen Nigro 20,395 * Dov Ofer 17,553 * Gabi Seligsohn 56,395 * Ronen Samuel 298,205 (8) * Daniel Gazit 35,965 (9) * Yaaqov Mann 108,636 (10) * All Directors and Executive Officers as a Group (10 persons) 581,768 * (11) 1.3 % * Represents beneficial ownership of less than 1% of our outstanding ordinary shares.
Removed
Also, in February 2023, Wasatch Advisors Inc. (a former major shareholder of ours) reported that it had increased its beneficial ownership percentage from 6.9% to 9.4%, reflecting an increase over the course of 2022.
Added
(1) The address of this shareholder is 150 South Fifth Street, Suite 2550, Minneapolis, MN 55402. The information in this row is provided as of December 31, 2025, based on a statement of beneficial ownership on Schedule 13G filed by Disciplined Growth Investors, Inc. with the SEC on February 17, 2026.
Removed
(ii) RSUs : RSUs valued at approximately $625,000 are granted to the CEO annually. ● The actual number of RSUs to be granted each August 12 with the foregoing $625,000 value is based on the 30-day volume weighted average price of Kornit’s ordinary shares over the 30-day period preceding each such grant date. ● The RSUs vest over a four-year period, with 25% of the RSUs vesting upon the first anniversary of the grant date and an additional 6.25% of the RSUs vesting upon the conclusion of each of the next 12 quarters thereafter, subject to the CEO’s continuous employment. ● There is “double trigger” vesting and acceleration of vesting due to termination of the CEO in certain circumstances.
Added
This shareholder possesses sole dispositive power with respect to all 2,569,663 shares, and sole voting power with respect to 1,970,645 of the shares, beneficially owned by it.
Added
The subject shares are owned by various investment advisory clients of Granahan Investment Management LLC, which is deemed to be a beneficial owner of those shares due to its discretionary power to make investment decisions and/or its ability to vote with respect to those shares. 90 (3) The address of this shareholder is 1585 Broadway New York, NY 10036.
Added
Morgan Stanley possesses shared dispositive power with respect to all of these ordinary shares, and shared voting power with respect to 3,893,539 of these ordinary shares.
Added
The ordinary shares included in the beneficial ownership of this shareholder are beneficially owned, or may be deemed to be beneficially owned, by Morgan Stanley Capital Services LLC, a wholly-owned subsidiary of Morgan Stanley, and/or certain additional operating units of Morgan Stanley, its subsidiaries or affiliates whose ownership is included in Morgan Stanley’s beneficial ownership report.
Added
Artisan Partners Holdings LP is the sole limited partner of APLP and the sole member of Artisan Investments GP LLC; Artisan Investments GP LLC is the general partner of APLP; Artisan Partners Asset Management Inc. is the general partner of Artisan Partners Holdings LP.
Added
APLP and its affiliated entities possess shared dispositive power with respect to all 2,647,804 of the subject shares and shared voting power with respect to 2,345,989 of such shares. (5) The address of this shareholder is 50 Hudson Yards, New York, NY 10001.
Added
The information in this row is provided as of September 30, 2025, based on a statement of beneficial ownership on Schedule 13G filed by BlackRock, Inc. with the SEC on October 17, 2025. BlackRock, Inc. reported sole voting power over 2,312,191 shares and sole dispositive power over 2,339,199 shares.
Added
They do not include ordinary shares, if any, beneficially owned by other business units whose ownership of securities is disaggregated from that of the subject reporting business units. (6) The address of this shareholder is 540 Madison Avenue, 32 nd Floor, New York, New York 10022.
Added
The information in this row is provided as of December 31, 2025, based on a report of institutional investment manager on Form 13F filed by Chicago Capital, LLC with the SEC on January 26, 2026.
Added
(8) Consists of (i) 101,494 ordinary shares, (ii) 147,191 ordinary shares issuable upon exercise of options that have vested or will vest within 60 days of February 17, 2026 (comprised of: 37,500 options at a $28.15 exercise price, with an expiration date of August 22, 2029; 10,350 options at a $57.79 exercise price, with an expiration date of August 12, 2030; 5,005 options at a $122.19 exercise price, with an expiration date of August 12, 2031; 20,803 options at a $35.51 exercise price, with an expiration date of August 11, 2032; 18,816 options at a $22.02 exercise price, with an expiration date of December 29, 2032; 30,328 options at a $23.00 exercise price, with an expiration date of August 12, 2033; and 24,389 options at a $16.48 exercise price, with an expiration date of August 12, 2034), and (iii) 49,520 shares underlying RSUs that have vested or will vest within 60 days of February 17, 2026.
Added
(9) Consists of (i) 6,978 ordinary shares, (ii) 7,000 ordinary shares issuable upon exercise of options (at a $105.06 exercise price, with an expiration date of January 31, 2032) that have vested or will vest within 60 days of February 17, 2026, and (iii) 21,987 shares underlying RSUs that have vested or will vest within 60 days of February 17, 2026.
Added
(10) Consists of (i) 25,680 ordinary shares, (ii) 20,279 ordinary shares issuable upon exercise of options that have vested or will vest within 60 days of February 17, 2026 (comprised of: 3,279 options at a $18.80 exercise price, with an expiration date of August 8, 2028; and 17,000 options at a $105.06 exercise price, with an expiration date of January 31, 2032), and (iii) 62,677 shares underlying RSUs that have vested or will vest within 60 days of February 17, 2026.
Added
In October 2025, BlackRock, Inc. reported that it had become a new major shareholder, disclosing beneficial ownership of approximately 5.1% of our outstanding ordinary shares as of September 30, 2025.
Added
In January 2026, Chicago Capital LLC reported beneficial ownership of shares constituting approximately 5.3% of our issued and outstanding ordinary shares (as of February 17, 2026), whereby it remained a major shareholder of ours.
Added
In February 2026, each of Disciplined Growth Investors, Inc. and Granahan Investment Management LLC reported greater than 5% holdings of our ordinary shares (6.5% and 5.5% respectively, as of February 17, 2026), thereby becoming new major shareholders of our company.
Added
In addition, in late 2025 and/or February 2026, each of the following existing major shareholders— Morgan Stanley, Artisan Partners Limited Partnership, Blackrock, Inc., and Senvest Management, LLC— reported holdings that remained above 5% of our issued and outstanding shares, which constitute (as of February 17, 2026) approximately 8.5%, 5.7%, 5.0% and 8.9% of our issued and outstanding shares.
Added
“Clawback” Condition The compensation terms for our CEO are subject, in the case of annual bonus and long-term incentive/equity compensation, to a potential repayment obligation to our Company or cancellation (as applicable), under certain circumstances, as described in our compensation policy.

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