10q10k10q10k.net

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

vs

Paragraph-level year-over-year comparison of NICE 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.

+633 added−440 removedSource: 20-F (2026-02-26) vs 20-F (2025-03-19)

Top changes in NICE Ltd.'s 2025 20-F

633 paragraphs added · 440 removed · 338 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

141 edited+86 added−44 removed136 unchanged
Biggest changeDisruption to the global economy could also result in a number of follow-on effects in addition to a slow-down in our business and increased costs, including a possible (i) negative impact on our liquidity, financial condition and share price, which may impact our ability to raise capital in the market, obtain financing and secure other sources of funding in the future on terms favorable to us, and (ii) decrease in the value of our assets that are deemed to be other than temporary, which may result in impairment losses.
Biggest changeSome of our customers or partners may fail to comply with the terms of their agreements, including compliance with regulatory requirements and intellectual property terms, or may suffer from liquidity concerns and possibly commence insolvency or other reorganization procedures or go out of business due to disruption to the global economy or other business and market conditions, or may terminate their subscriptions for our solution which may result in delay or failure to make payments to us, all of which risks may be intensified by the effects of adverse economic conditions, including, slowdowns, inflation, recessions, trade policies and restrictions or unpredictable changes in tax and tariff regimes, and economic instability, and may adversely impact our business and results of operations. 21 Disruption to the global economy could also result in a number of follow-on effects in addition to a slow-down in our business and increased costs, including a possible (i) negative impact on our liquidity, financial condition and share price, which may impact our ability to raise capital in the market, obtain financing and secure other sources of funding in the future on terms favorable to us, and (ii) decrease in the value of our assets that are deemed to be other than temporary, which may result in impairment losses (iii) instability of banking institutions with which we or our customers or partners engage.
We may not be able to maintain and further expand the growth and/or profitability of our cloud-based SaaS business. Our cloud-based Software-as-a-Service (“SaaS”, also referred to as “cloud”) business, in both our Customer Engagement and Financial Crime and Compliance markets, has grown significantly, and therefore we are more dependent now on the success of this area of our business.
We may not be able to maintain and further expand the growth or profitability of our cloud-based SaaS business. Our cloud-based Software-as-a-Service (“SaaS”, also referred to as “cloud”) business, in both our Customer Engagement and Financial Crime and Compliance markets, has grown significantly, and therefore we are more dependent now on the success of this area of our business.
We may require significant financing to complete an acquisition or investment, whether through bank loans, raising of debt or otherwise. We cannot assure that such financing options will be available to us or on terms we find reasonable.
We may require significant financing to complete an acquisition or investment, whether through bank loans, raising of debt or otherwise. We cannot assure that such financing options will be available to us or available on terms we find reasonable.
We monitor our use of such open source code to avoid subjecting our products to conditions we do not intend, however there is no assurance that the use of such open source code may not ultimately subject some of our products to unintended conditions and that we may not be required to take remedial action that may divert resources away from our development efforts.
We monitor our use of such open source code to avoid subjecting our products to conditions we do not intend, however there is no assurance that the use of such open source code may not ultimately subject some of our products to unintended conditions and that we may be required to take remedial action that may divert resources away from our development efforts.
A significant portion of the expenses associated with our Israeli ,Indian and Philippines operations, including personnel and facilities related expenses, are incurred in NIS, INR and PHP, respectively, whereas most of our business and revenues are generated in dollars, and to a certain extent, in GBP, EUR and other currencies.
A significant portion of the expenses associated with our Israeli, Indian and Philippines operations, including personnel and facilities related expenses, are incurred in NIS, INR, EUR, and PHP, respectively, whereas most of our business and revenues are generated in dollars, and to a certain extent, in GBP, EUR and other currencies.
In the event that we do not anticipate changes in technology or industry practices or fail to timely address market needs or are not able to develop new products and services that are in demand, or should customer adoption of new technologies be slower than we anticipate, or should our competitors introduce new and enhanced products incorporating AI more rapidly and/or successfully than us, the competitive position of our offerings may be adversely affected and we may lose market share and our results of operations may be materially adversely affected.
In the event that we do not anticipate changes in technology or industry practices or fail to timely address market needs or are not able to develop new products and services that are in demand, or should customer adoption of new technologies be slower than we anticipate, or should our competitors introduce new and enhanced products incorporating AI Technologies more rapidly and/or 3 successfully than us, the competitive position of our offerings may be adversely affected and we may lose market share and our results of operations may be materially adversely affected.
The Organization for Economic Co-operation and Development, an international association of 38 countries including the United States, has proposed changes to numerous long-standing tax principles, namely, its Pillar Two framework, which imposes a global minimum corporate tax rate of 15%. In December 2022, the EU member states adopted a directive that complements the Pillar Two framework.
The Organization for Economic Co-operation and Development (“OECD”), an international association of 38 countries including the United States, has proposed changes to numerous long-standing tax principles, namely, its Pillar Two framework, which imposes a global minimum corporate tax rate of 15%. In December 2022, the EU member states adopted a directive that complements the Pillar Two framework.
If we fail to maintain effective internal controls over financial reporting and operations, it could have a material adverse effect on our business, operating results, and the price of our ordinary shares and ADSs. Effective internal controls are necessary for us to provide reliable financial reports and prepare consolidated financial statements for external reporting purposes in accordance with U.S.
If we fail to maintain effective internal control over financial reporting and operations, it could have a material adverse effect on our business, operating results, and the price of our ordinary shares and ADSs. Effective internal controls are necessary for us to provide reliable financial reports and prepare consolidated financial statements for external reporting purposes in accordance with U.S.
These and other similar provisions could delay, prevent or impede an acquisition of us or our merger with another company, even if such an acquisition or merger would be beneficial to us or to our shareholders. 18 See Item 10, “Additional Information—Mergers and Acquisitions” in this annual report, for additional discussion regarding anti-takeover effects of Israeli law.
These and other similar provisions could delay, prevent or impede an acquisition of us or our merger with another company, even if such an acquisition or merger would be beneficial to us or to our shareholders. See Item 10, “Additional Information—Mergers and Acquisitions” in this annual report, for additional discussion regarding anti-takeover effects of Israeli law.
If we are unable to meet the stated service level commitments or suffer extended periods of unavailability for our service, including for reasons related to PaaS providers or other third parties, we may be contractually obligated to provide these customers with credits for future services, and in some cases refunds, or be liable for penalties.
If we are unable to meet the stated service level commitments or suffer extended periods of unavailability for our service, including for reasons related to PaaS providers or other third parties, we may be contractually obligated to provide these customers with credits for future services, 8 and in some cases refunds, or be liable for penalties.
Fluctuations in our results of operations may result from, among other things, our ability to retain and increase sales to existing customers, attract new customers and satisfy our customers’ requirements, the timing and success of new product 14 and solution introductions and enhancements or product initiation by our competitors, the purchasing and budgeting cycles of our customers and general economic, industry and market conditions.
Fluctuations in our results of operations may result from, among other things, our ability to retain and increase sales to existing customers, attract new customers and satisfy our customers’ requirements, the timing and success of new product and solution introductions and enhancements or product initiation by our competitors, the purchasing and budgeting cycles of our customers and general economic, industry and market conditions.
Service of process upon us, our Israeli subsidiaries, directors and officers, and Israeli advisors, if any, named in this annual report, may be difficult to obtain within the United States. Additionally, it may be difficult to enforce civil liabilities under U.S. federal securities law in original actions instituted in Israel.
Service of process upon us, our Israeli subsidiaries, directors and officers, and Israeli advisors, if any, named in this annual report, may be difficult to obtain within the United States. Additionally, it may be difficult to enforce civil liabilities 20 under U.S. federal securities law in original actions instituted in Israel.
We derive and expect to continue to derive benefits from various programs, including Israeli tax benefits relating to our "Special Preferred Technology Enterprise" and “Preferred Technology Enterprise” programs, and certain other grants and tax benefits, including grants from the Israel Innovation Authority (formerly known as the Office of the Chief Scientist of the Ministry of Economy) of the State of Israel (the “IIA”), for research and development.
We derive and expect to continue to derive benefits from various programs, including Israeli tax benefits relating to our "Special Preferred Technology Enterprise" and “Preferred Technology Enterprise” programs, and certain other grants and 16 tax benefits, including grants from the Israel Innovation Authority (formerly known as the Office of the Chief Scientist of the Ministry of Economy) of the State of Israel (the “IIA”), for research and development.
We cannot guarantee that our policies and procedures will be effective in ensuring compliance with these laws or that none of our employees, contractors, partners and agents, as well as those companies to which we outsource certain of our business operations, will not violate applicable law or our policies and procedures designed to ensure compliance with applicable law.
We cannot guarantee that our policies and procedures will be effective in ensuring compliance with these laws or that none of our employees, contractors, partners and agents, as well as those companies to which we outsource certain elements of our business operations, will not violate applicable law or our policies and procedures designed to ensure compliance with applicable law.
Compliance with the regulatory requirements, as well as with related requirements by our customers, may be onerous, time consuming and expensive and may require adjustments in our products and services or in the implementation of AI technologies as well as in the operations of our business in the various territories in which we operate, and may increase the risk of non-compliance.
Compliance with such regulatory requirements, as well as with related requirements by our customers, may be onerous, time consuming and expensive and may require adjustments in our products and services or in the implementation of AI Technologies as well as in the operations of our business in the various territories in which we operate, and may increase the risk of non-compliance.
Our inability to respond to or address the outcome of rapid technological changes and frequent new products, services and business models introductions in the markets in which we operate may have a material adverse effect on our results from operations and competitive position.
Our inability to respond to or address the outcome of rapid technological changes and frequent new products, services and business models introductions in the markets in which we operate may have a material adverse effect on our results of operations and competitive position.
Our cloud offerings are generally purchased by customers on a subscription basis, including those that include consumption - based pricing. We plan to continue to promote consumption and utilization pricing models of our cloud offerings and, accordingly, expect that our revenues will increasingly rely on consumption and utilization of our solutions.
Our cloud offerings are generally purchased by customers on a subscription basis, including those that include consumption - based pricing. We plan to continue to promote consumption and utilization pricing models for our cloud offerings and, accordingly, expect that our revenues will increasingly rely on consumption and utilization of our solutions.
Because we do not control our customers or third-party technology providers, or the processing of such data by third-party technology providers, we cannot ensure the integrity or security of such transmissions or processing. Malicious third parties may also conduct attacks designed to temporarily deny customers access to our services.
Because we do not control our customers or third-party technology providers, or the access methods or processing of such data by third-party technology providers, we cannot ensure the integrity or security of such access, transmissions or processing. Malicious third parties may also conduct attacks designed to temporarily deny customers access to our services.
Trading in our securities on these markets takes place in different currencies (our ADSs are traded in U.S. dollars and our ordinary shares are traded in New Israeli Shekels), and at different times (resulting from different time zones, different trading days and different public holidays in the United States and Israel).
Trading in our securities on these markets takes place in different currencies (our ADSs are traded in U.S. dollars and our ordinary shares are traded in New Israeli Shekels), and at different times (resulting from different time zones and different public holidays in the United States and Israel).
There is no guarantee that key 20 management members will not leave the Company, or if they do, that we will be able to identify and hire qualified replacements, or that the transition of new personnel will not cause disruption in our business.
There is no guarantee that key management members will not leave the Company, or if they do, that we will be able to identify and hire qualified replacements, or that the transition of new personnel will not cause disruption in our business.
Our hosting providers do not guarantee that our customers’ access to our solutions will be uninterrupted, error-free or secure. Our operations depend on our providers’ ability to protect their and our systems in their facilities against such damage or interruption.
Our hosting providers do not guarantee that our customers’ access to our solutions will be uninterrupted, error-free or secure. Our 10 operations depend on our providers’ ability to protect their and our systems in their facilities against such damage or interruption.
Moreover, under certain conditions, the use of open source code to create derivative code may obligate us to make the resulting derivative code available to others at no cost. The circumstances under which our use of open source code would compel us to offer derivative code at no cost are subject to varying interpretations.
Moreover, under certain conditions, the use of open source materials to create derivative code may obligate us to make the resulting derivative code available to others at no cost. The circumstances under which our use of open source materials would compel us to offer derivative code at no cost are subject to varying interpretations.
We expect that the legal and regulatory environment relating to AI will continue to develop and may also include regulatory developments in intellectual property, privacy, consumer protection, employment, and other laws regarding the use of AI.
We expect that the legal and regulatory environment relating to AI Technologies will continue to develop and may also include regulatory developments in intellectual property, privacy, consumer protection, employment, and other laws regarding the use of AI Technologies.
Our business could be disrupted if functional versions of these software products or technology infrastructure were either no longer available to us or no longer made available to us on commercially reasonable terms.
Our business could be disrupted if functional versions of these software products, components or technology infrastructure were either no longer available to us or no longer made available to us on commercially reasonable terms.
If we are not able to execute on our 5 acquisition strategy, we may not be able to achieve our growth strategy, may lose market share, or may lose our leadership position in one or more of our markets.
If we are not able to execute on our acquisition strategy, we may not be able to achieve our growth strategy, may lose market share, or may lose our leadership position in one or more of our markets.
Our business operations may be subject to a disruption or failure of our systems or operations because of a natural disaster, such as a major earthquake, weather event, fire, power shortages, telecommunications failures, pandemics and epidemics, such as COVID-19, cyberattack, terrorist attack or other catastrophic event or event beyond our control, which could cause delays in completing sales, providing services, or performing other critical funct ions.
Our business operations may be subject to a disruption or failure of our systems or operations because of a natural disaster, such as a major earthquake, weather event, fire, power shortages, telecommunications failures, pandemics and epidemics, such as COVID-19, cybersecurity attack, terrorist attack or other catastrophic event or event beyond our control, which could cause delays in completing sales, providing services, or performing other critical funct ions.
Such attempts may also include fraudulently inducing employees or customers into disclosing sensitive information such as usernames, passwords or other information to gain access to our customers’ data, our data or our systems.
Such attempts also include fraudulently inducing employees or customers into disclosing sensitive information such as usernames, passwords or other information to gain access to our customers’ data, our data or our systems.
We cannot guarantee that our quality assurance programs or other procedures will be effective in detecting, preventing or addressing errors, inaccuracies, malfunctions or other AI related risks in our products and solutions or that we will be able to eliminate or successfully limit our liability for any failure of, or inaccuracies in, our solutions, including with respect to responsible use of products and services incorporating AI capabilities.
We cannot guarantee that our quality assurance programs or other procedures will be effective in detecting, preventing or addressing errors, inaccuracies, malfunctions or other AI related risks in our products and solutions or that we will be able to eliminate or successfully limit our liability for any failure of, or inaccuracies in, our solutions, including with respect to responsible use of products and services incorporating AI Technologies.
If we are not successful in defending against any such claims that may arise, we may be subject to injunctions and/or monetary damages or be required to remove the open source code from our products. Such events could disrupt our operations and the sales of our offerings, which would negatively impact our revenues and cash flow.
If we are not successful in defending against any such claims that may arise, we may be subject to injunctions and/or monetary damages or be required to remove the open source materials from our products. Such events could disrupt our operations and the sales of our offerings, which would negatively impact our revenues and cash flow.
If we are unable to develop or maintain our relationships with existing and new distributors and strategic partners, our business and financial results could be materially adversely affected. An important element of our market strategy involves developing our indirect sales, implementation and support channels, which includes our global network of partners, distributors, resellers and other strategic partners.
If we are unable to develop or maintain our relationships with existing and new distributors and strategic partners, our business and financial results could be materially adversely affected. An important element of our market strategy involves developing our indirect sales, implementation and support channels, which include our global network of partners, distributors, resellers and other strategic partners.
Growth of our revenue depends on the success of all these factors, including our ability to maintain and grow our customer base and the revenues from existing and new customers, develop our strategic partnerships, introduce our offerings to new global markets, strengthen and improve our offerings through significant investments in research and developments and successfully consummate and integrate acquisitions.
Growth of our revenue depends on the success of all these factors, including our ability to maintain and grow our customer base and the revenues from existing and new customers, develop our strategic partnerships, introduce our offerings to new global markets, strengthen and improve our offerings through significant investments in research and development and successfully consummate and integrate acquisitions.
For example, some financial services regulators have imposed guidelines for use of cloud computing services that mandate specific controls or require financial services enterprises to obtain regulatory approval prior to outsourcing certain functions. Other examples may include sector-specific customers’ requirements, such as making available sovereign cloud platform.
For example, some financial services regulators have imposed guidelines for use of cloud computing services that mandate specific controls or require financial services enterprises to obtain regulatory approval prior to outsourcing certain functions. Other examples may include sector-specific customers’ requirements, such as making available sovereign cloud platforms.
We went live with the core financials portion of our new enterprise resource planning system (“ERP”) during the 1st quarter of 2025. The implementation of an ERP system is a complex and time-consuming project and requires transformations of business and finance processes to reap the benefits of the ERP system.
We went live with the core financials portion of our new enterprise resource planning system (“ERP”) during the first quarter of 2025. The implementation of an ERP system is a complex and time-consuming project and requires transformations of business and finance processes to reap the benefits of the ERP system.
In addition, to the extent we are not successful in defending such claims, we may be subject to injunctions with respect to the use or sale of certain of our products or to liabilities for damages and may be required to obtain licenses which may not be available on reasonable terms.
In addition, to the extent we are not successful in defending such claims, we may be subject to injunctions with respect to the use or sale of certain of our products or to liabilities for damages and may be required to obtain royalty bearing licenses which may not be available on reasonable terms.
Our operations and results of operations could be adversely affected by a variety of global factors affecting international transactions, including: • governmental controls and regulations, including import or export license requirements, trade protection measures, sanctions, telecommunication authorization and licenses and changes in tariffs; • compliance with applicable international and local laws, regulations and practices, including those related to trade compliance, anticorruption, data privacy and protection, tax, labor, employee benefits, customs, currency restrictions and other requirements; • fluctuations in currency exchange rates; • longer payment cycles in certain countries in our geographic areas of operations; • potential adverse tax consequences, variations in effective income tax rates and tax policies among countries where we conduct business, including the complexities of foreign value added tax systems; • geopolitical risks, including those arising from political instability or tensions, armed conflicts, terrorism and security concerns, disruption and tensions resulting from restrictions related to the conflict between Russia 19 and Ukraine, the war in Israel and related conflicts in the Middle East, their intensity, duration and effect on demand for our products and services are difficult to predict; • reduced or limited protection for intellectual property rights in some countries; and • general difficulties in managing our global operations.
Our operations and results of operations could be adversely affected by a variety of global factors affecting international transactions, including: • governmental controls and regulations, including import or export license requirements, trade protection measures, sanctions, telecommunication authorization and licenses and changes in tariffs; • compliance with applicable international and local laws, regulations and practices, including those related to trade compliance, anti-corruption, data privacy and protection, AI, tax, labor, employee benefits, customs, currency restrictions and other requirements; • fluctuations in currency exchange rates; • longer payment cycles in certain countries in our geographic areas of operations; • potential adverse tax consequences, variations in effective income tax rates and tax policies among countries where we conduct business, including the complexities of foreign value added tax systems; • geopolitical risks, including those arising from political instability or tensions, armed conflicts, terrorism and security concerns, disruption and tensions resulting from restrictions related to the conflict between Russia and Ukraine, and armed conflicts in the Middle East, their intensity, duration and effect on demand for our products and services are difficult to predict; • reduced or limited protection for intellectual property rights in some countries; and • general difficulties in managing our global operations.
As privacy and cyber security legislation is increasing globally, and more government agencies are granted with authority to fine organizations for non-compliance with applicable laws and regulations, and require companies to take certain steps to remediate such non-compliance, we may find ourselves forced to pay damages penalties, fines, remediation costs, reimbursement of customer costs and other significant expenses due to our (or our subcontractors' or vendors’) non-compliance with data privacy or cyber security laws and regulations.
As privacy and cybersecurity legislation is increasing globally, and more government agencies are granted with authority to fine organizations for non-compliance with applicable laws and regulations, and require companies to take certain steps to remediate such non-compliance, we may find ourselves forced to pay damages penalties, fines, remediation costs, reimbursement of customer costs and other significant expenses due to our (or our subcontractors' or vendors’) non-compliance with data privacy or cybersecurity laws and regulations.
Governments and other international organizations in various jurisdictions around the world (such as the legislative and regulatory institutions of the European Union) have enacted and are continuing to adopt new laws, regulations and guidelines addressing data privacy and protection, including the processing of personal information, cyber security, breach notification, risk management and reporting, as well as requirements related to security risk management and digital operational resilience.
Governments and other international organizations in various jurisdictions around the world (such as the legislative and regulatory institutions of the European Union) have enacted and are continuing to adopt new laws, regulations and guidelines addressing data privacy and security, including the processing of personal information, cybersecurity, breach notification, risk management and reporting, as well as requirements related to security risk management and digital operational resilience.
Moreover, as the investment in, and the shift to the use of Generative AI technologies continue to grow, we may experience increased competition by vertical solutions’ players expanding their portfolios in the digital CX market.
Moreover, as the investment in, and the shift to the use of AI Technologies (including generative AI Technologies) continue to grow, we may experience increased competition by vertical solutions’ players expanding their portfolios in the digital customer experience ("CX") market.
Furthermore, our customers may authorize third-party technology providers to access their customer data, and some of our customers may not have adequate security measures in place to protect their data that is stored on our services.
Furthermore, certain customers authorize third-party technology providers to access their customer data, and some of our customers and/or their providers may not have adequate security measures in place to protect their data that is stored on our services.
Risks Relating to Regulatory Environment Privacy and data protection concerns, legislation and other regulations may limit the use and adoption of our offerings, adversely affect our business, increase compliance costs and expose us to increased liability.
Risks Relating to Regulatory Environment Privacy, data protection and cybersecurity legislation and other regulations may limit the use and adoption of our offerings, adversely affect our business, increase compliance costs and expose us to increased liability.
We integrate and utilize various third-party software products, such as LLMs or other AI based-offerings as components of, or integration with our products and solutions, to enhance their functionality. The LLMs and other infrastructure components require significant computing resources, which may be limited or not available on terms acceptable to us.
We integrate and utilize various third-party software products, such as LLMs or other AI Technologies as components of, or integration with our products and solutions, to enhance their functionality. The LLMs and other infrastructure components require significant computing resources, which may be limited or not available on terms acceptable to us.
Infrastructure and/or enterprise software vendors, such as large technology providers, large-language-model ("LLM") providers, providers of AI-agent capabilities for use by human agents, Conversational-AI vendors, Customer Relationship Management (“CRM”) vendors, IT service management vendors as well as Unified Communications as a Service (“UCaaS”), video collaboration providers, Platform as a Service (“PaaS”) vendors, and pure digital vendors, have entered or may decide in the future to enter our market space, or build or acquire contact center as a Service (“CCaaS”) solutions and compete with us by offering comprehensive solutions and/or platforms.
Infrastructure and/or enterprise software vendors, such as large technology providers, major cloud hyperscalers, large-language-model ("LLM") providers, providers of autonomous "Agentic AI" solutions, providers of AI-agent capabilities for use by human agents, Conversational-AI vendors, Customer Relationship Management (“CRM”) vendors, IT service management vendors as well as Unified Communications as a Service (“UCaaS”), video collaboration providers, Platform as a Service (“PaaS”) vendors, and pure digital vendors, have entered or may decide in the future to enter our market space, or build or acquire contact center as a Service (“CCaaS”) solutions and compete with us by offering comprehensive solutions and/or platforms.
If we fail to recognize and deal with such security attacks and threats, or if we fail to update our systems, products and services and prevent such threatened attacks in real time to protect our customers’ or other parties’ sensitive information, whether retained in our systems or by our customers using our products and services, our business and reputation will be harmed.
If we fail to recognize and deal with such security attacks and threats, or if we fail to update our systems, products and services and address such threatened attacks in real time to protect our customers’ or other parties’ sensitive information, whether retained in our IT Systems or by our customers using our products and services, our business and reputation will be harmed.
Although we believe that our provision for income taxes and our tax estimates are reasonable, tax authorities may disagree with certain positions we have taken. From time to time, we are subject to income and other tax audits in various jurisdictions, the timing of which is unpredictable. We are currently appealing certain tax decrees.
Although we believe that our provision for income taxes and our tax estimates are reasonable, tax authorities may disagree with certain positions we have taken. From time to time, we are subject to income and other tax audits in various jurisdictions, the timing of which is unpredictable.
Our quarterly operating results may be subject to significant fluctuations due to the following factors: the timing and size of customer orders, delays in issuance or shifting of customer orders (as often happens when customers postpone their buying decisions to the end of the budgetary year), large customer losses or reduction in usage, variations in distribution channels , mix of products and services, delays in deployment of our offerings due to internal or external capacity constraints with deployment partners or customers, new product intr oductions and competitive pressures.
Our quarterly operating results may be subject to significant fluctuations, due to the following factors, among others: the timing and size of customer orders, delays in issuance or shifting of customer orders (as often happens when customers postpone their buying decisions to the end of the budgetary year), large customer losses or reduction in usage, variations in distribution channels or pricing models , mix of products and 15 services, delays in deployment of our offerings due to internal or external capacity constraints with deployment partners or customers, new product intr oductions and competitive pressures.
The trend of enterprise customers moving from voice communications to other means of communication with the enterprise (such as self-service, e-mail, messaging applications, social media and chat) may result in a reduction in the demand for our voice platform and applications.
The trend of enterprise customers moving from voice communications to other means of communication with the enterprise (such as autonomous AI agents, self-service, e-mail, messaging applications, social media and chat) may result in a reduction in the demand for our voice platform and applications.
These potential advantages could enable our competitors to better adapt to new market trends, emerging technologies including Artificial Intelligence ("AI"), or customer requirements, or devote more resources to the marketing and sale of their products and services.
These potential advantages could enable our competitors to better adapt to new market trends, emerging technologies including Artificial Intelligence ("AI") and machine learning technologies (collectively, "AI Technologies"), or customer requirements, or devote more resources to the marketing and sale of their products and services.
While the new ERP system is intended to maintain accurate financial records, improve operational functionality, and provide timely information to our management regarding our business operations, we cannot ensure the transition and implementation of the new ERP system will be seamless as any such transformation involves risks inherent in the conversion to a new system, including loss of information and potential disruption to normal operations.
While the new ERP system is intended to maintain accurate financial records, improve operational functionality, and provide timely information to our management regarding our business operations, we cannot ensure the implementation of the new ERP system will be seamless as any such transformation involves inherent risks, including loss of information and potential disruption to normal operations.
We could be subject to risks of losses resulting from cyber security attacks that might be beyond the limits, or outside the scope of coverage of the insurance policies maintained by us, which may limit or prevent indemnification available to us under our insurance policies.
We could be subject to risks of losses resulting from cybersecurity attacks that might be beyond the limits, or outside the scope of coverage of the insurance policies maintained by us, which may limit or prevent indemnification available to us under our insurance policies.
As a result of our use of open source software, we could be subject to suits by parties claiming ownership of what we believe to be open source code and we may incur expenses in defending claims that we did not abide by the open source code license.
As a result of our use of open source materials, we could be subject to suits by parties claiming ownership of what we believe to be open source materials, and we may incur expenses in defending claims that we did not abide by the open source license.
Provisions of Israeli law may delay, prevent or otherwise impede a merger with, or an acquisition of, our company, which could prevent a change of control, even when the terms of such a transaction are favorable to us and our shareholders.
Provisions of Israeli law and the Company's articles of association may delay, prevent or otherwise impede a merger with, or an acquisition of, our company, which could prevent a change of control, even when the terms of such a transaction are favorable to us and our shareholders.
In the event that any of these third-party vendors suffers any malfunctions in the implementation of their services, service disruptions or outages, disruptions related to implementing security systems, security measures or authorization and access control mechanisms, or other disruptions resulting from sharing such vendor's resources with other third parties, or is unable to meet our requirements in a timely manner or in a manner that meets our needs or our relationship with any such vendor is terminated, we may experience disruption in our business until an alternative source of supply can be obtained.
In the event that any of these third-party vendors, including third-party vendors from which we license AI Technologies, suffers any malfunctions in the implementation of their services, service disruptions or outages, disruptions related to implementing security systems, security measures or authorization and access control mechanisms, or other disruptions resulting from sharing such vendor's resources with other third parties, or is unable to meet our requirements in a timely manner or in a 7 manner that meets our needs or our relationship with any such vendor is terminated, we may experience disruption in our business until an alternative source of supply can be obtained.
As a result, we expect to continue to make significant expenditures on research and development, particularly with respect to new software applications which are continuously required in all our business areas, as well as investments in AI and Generative AI initiatives.
As a result, we expect to continue to make significant expenditures on research and development, particularly with respect to new software applications which are continuously required in all our business areas, as well as investments in AI Technologies.
In addition, the increasing implementation of AI and Generative AI capabilities in our products and services creates potential ethical issues, inaccurate content or results, unintentional bias, privacy and cybersecurity related challenges, potential breach of third party intellectual property rights and potential difficulty in asserting ownership rights in our intellectual 8 property rights when the development of such products and services is assisted by the use of AI tools.
In addition, the increasing implementation of AI Technologies in our products and services creates potential ethical issues, inaccurate content or results, unintentional bias, privacy and cybersecurity related challenges, potential breach of third-party intellectual property rights and potential difficulty in asserting ownership rights in our intellectual property rights when the development of such products and services is assisted by the use of AI tools.
To be eligible for tax benefits as a Special Preferred Technology Enterprise as of 2024 and Preferred Technology Enterprise, we must continue to meet certain conditions.
To be eligible for tax benefits as a Special Preferred Technology Enterprise as of 2025 and Preferred Technology Enterprise, we must continue to meet certain conditions.
If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing these matters.
In Israeli courts, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process and certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing these matters.
Accordingly, despite our efforts, we may not be able to prevent third parties from infringing upon or misappropriating our intellectual property.
Accordingly, we may not be able to prevent third parties from infringing upon or misappropriating our intellectual property.
Additionally, if we do not effectively implement the ERP system as planned or the ERP system does not operate as intended, the effectiveness of our internal control over financial reporting could be adversely affected or our ability to assess those controls adequately could be delayed. The scope and time line for any subsequent phases is still to be determined.
Additionally, if the ERP system does not operate as intended, the effectiveness of our internal control over financial reporting could be adversely affected or our ability to assess those controls adequately could be delayed. The scope and time line for any subsequent phases is still to be determined.
The realization of any of these or other AI related risks may result in potential legal or reputational harm. Moreover, our customers could incorrectly implement or misuse our products or services, which could result in client dissatisfaction and harm our reputation and brand.
The realization of any of these or other AI related risks may result in potential legal, business, operation s, reputational or financial harm. Moreover, our customers could incorrectly implement or misuse our products or services, which could result in client dissatisfaction and harm our reputation and brand.
As the regulatory landscape continues to evolve, our investment in products and services incorporating AI and our procurement of AI-based tools for the internal operations of our business may result in enhanced governmental or regulatory scrutiny.
As the regulatory landscape continues to evolve, our investment in products and services incorporating AI Technologies and our procurement of AI-based tools for the internal operations of our business may be subject to enhanced governmental or regulatory scrutiny.
Additionally, prices of our offerings may decrease throughout the market due to competitive pressures, including adoption of different approaches to pricing or different pricing models, which may be necessary due to the potential commoditization of our products and services, the potential of AI-based solutions to introduce new units of measure for pricing in the market which may be disruptive, or alternatively during times of economic difficulty.
Additionally, prices of our offerings may decrease throughout the market due to competitive pressures, including adoption of different approaches to pricing or different pricing models, which may be necessary due to the potential commoditization of our products and services, the potential of AI Technologies to introduce new pricing models in the market, which may be disruptive, or alternatively during times of economic difficulty.
In addition, some of our offerings must readily integrate with customers' systems of record a nd data sources, consumer facing front-office applications and back-office business operations systems.
In addition, some of our offerings must readily integrate with customers' (or their applicable vendors’) systems of record a nd data sources, consumer facing front-office applications and back-office business operations systems.
Our success also depends, to a significant extent, upon the continued service of key management, sales, marketing and development employees and executives, the loss of any of whom could materially adversely affect our business, financial condition and results of operations. 21 Item 4. Information on the Company. Item 4.A History and Development of the Company.
Our success also depends, to a significant extent, upon the continued service of key management, sales, marketing and development employees and executives, the loss of any of whom could materially adversely affect our business, financial condition and results of operations. 24 Item 4.
In some cases, different sets of data privacy laws and regulations, such as the European Union’s General Data Protection Regulation (“GDPR”), local laws and regulations including certain U.S. state laws on privacy and data protection, such as the California Consumer Privacy Act (“CCPA”), as amended by the California Privacy Rights Act ("CPRA"), as well as the Israeli Privacy Law and the regulations promulgated thereunder (the “Israeli Privacy Law”), also govern the processing of personal information.
In some cases, different sets of data privacy laws and regulations, such as the European Union’s General Data Protection Regulation (“GDPR”), local laws and regulations including certain U.S. state laws on privacy and data protection, such as the California Consumer Privacy Act (“CCPA”), as amended by the California Privacy Rights Act ("CPRA"), as well as the Israeli Privacy Protection Law and the regulations promulgated thereunder (the “Israeli Privacy Law”), govern our collection, use, retention, security, disclosure, transfer and processing of personal information.
Any of these may have a material adverse impact on our business or financial condition. We face risks relating to our use of certain “open source” software tools. Certain of our software products contain open source code and we may use more open source code in the future.
Any of these may have a material adverse impact on our business or financial condition. 11 We face risks relating to our use of certain “open source” software and AI Technologies. Certain of our software products contain open-source code, and we may use additional open-source code in the future.
The extent to which such events impact our business going forward will depend on factors such as the duration and scope of such events; governmental, business, and individuals' actions in response to such events; and the impact on economic activity, including the possibility of recession or financial market instability. We depend on our ability to recruit and retain qualified personnel.
The extent to which such events impact our business going forward will depend on factors such as the duration and scope of such events; governmental, business, and individuals' actions in response to such events; and the impact on economic activity, including the possibility of recession or financial market instability.
We cannot assure that we will be successful in our efforts to address new or changed requirements and standards, including with respect to laws and regulations relating to AI or privacy, that such changes will not negatively affect the demand for our products and services, or that our competitors will not be more successful or prepared than us.
We cannot assure that we will be successful in our effor ts to comply with applicable laws and regulations or in addressing new or changed requirements and standards, including with respect to laws and regulations relating to AI or privacy, that such changes will not negatively affect the demand for our products and services, or that our competitors will not be more successful or prepared than us.
However, we cannot assure that such measures will be adequate to protect our proprietary technology, that competitors will not develop products with features based upon, or otherwise similar to our products, that intellectual property ownership and third-party licenses, including with respect to copyrights to the AI output, will be available to us or that we will prevail in any proceeding instituted by us in order to enjoin competitors from selling similar products.
However, we cannot assure that such measures will be adequate to protect our proprietary technology, that competitors will not develop products with features based upon, or otherwise similar to our products, that intellectual property ownership and third-party licenses, including with respect to copyrights ownership of content that is produced in whole or in part by generative AI tools, will be available to us or that we will prevail in any proceeding instituted by us in order to enjoin competitors from selling similar products.
Also, we may not be entitled to indemnification or to recoup any such loss or damage from such service providers, which may result in us bearing the burden of any such liability or losses.
Also, we are not entitled to indemnification in all cases and situations and may not be able to recoup any such loss or damage from such service providers, which may result in us bearing the burden of any such liability or losses.
While we have security measures in place that are aligned with applicable industry standards, they may be breached due to third-party action, including intentional misconduct by computer hackers, employee error, malfeasance or otherwise, and result in someone obtaining unauthorized access to our or our third-party vendors’ systems and infrastructure.
While we have security measures in place that are based on applicable industry standards, they are vulnerable to breach due to third-party action, including intentional misconduct by computer hackers, employee error, malfeasance or otherwise, and result in someone obtaining unauthorized access to our or our third-party vendors’ systems and infrastructure.
Our business, results of operations and financial condition could be materially and adversely affected if laws, regulations or standards relating to our business, products and services, our operation or our employees (including labor laws and regulations) are changed or new ones are implemented.
Our business, results of operations and financial condition could be materially and adversely affected if we failed to comply with laws, regulations, contracts or standards relating to our business, products and services, our operations or our employees (including labor laws and regulations) or if they are changed or new ones are implemented.
We have 230 patent applications pending in the United States and other countries. We rely on a combination of patent, trade secret, copyright and trademark law, together with non-disclosure and non-competition agreements, as well as third-party licenses to establish and protect the technology used in our offerings.
We rely on a combination of patent, trade secret, copyright and trademark law, together with non-disclosure and non-competition agreements, as well as third-party licenses to establish and protect the technology used in our offerings.
Some of our products and solutions utilize cloud services based on AI or Generative AI which, due to growing market demand for AI-based offerings, may become difficult to get access to or to obtain on commercially reasonable terms.
Some of our products and solutions utilize cloud services based on AI Technologies. Due to growing market demand for AI-based offerings, computing capacity for these offerings may become difficult to access or to obtain on commercially reasonable terms.
As part of our growth strategy, we made a number of acquisitions over the last several years (see Item 5, “Operating and Financial Review and Prospects - Recent Acquisitions” in this annual report for a description of certain recent acquisitions), and expect to continue to complete acquisitions and investments in the future.
As part of our growth strategy, we made a number of acquisitions over the last several years, including a significant acquisition of Cognigy GmbH ("Cognigy"), a provider of conversational and Agentic AI, in 2025 (see Item 5, “Operating and Financial Review and Prospects - Recent Acquisitions” in this annual report for a description of certain recent acquisitions), and expect to continue to complete acquisitions and investments in the future.
To be eligible for IIA-related grants and benefits, we must continue to meet certain conditions, including conducting the research, development, manufacturing of products developed with such IIA grants in Israel, and providing the IIA with an undertaking that the know-how to be funded, and any derivatives thereof, is wholly-owned by us, upon its creation.
To be eligible for IIA-related grants and benefits, we must continue to meet certain conditions, including providing the IIA with an undertaking that the know-how to be funded, and any derivatives thereof, is wholly-owned by us, upon its creation.
If the local and international grants, programs and benefits available to us or the laws, rules and regulations under which they were granted are eliminated or their scope is further reduced, or if we fail to meet the conditions of existing grants, programs or benefits and are required to refund grants or tax benefits already received (together with interest and certain inflation adjustments) or fail to meet the criteria for future Israeli Special Preferred Technology Enterprise and Preferred Technology Enterprises, our business, financial condition and results of operations could be adversely affected. 15 Additional tax liabilities resulting from our global operations could materially adversely affect our results of operations and financial condition.
If the local and international grants, programs and benefits available to us or the laws, rules and regulations under which they were granted are eliminated or their scope is further reduced, or if we fail to meet the conditions of existing grants, programs or benefits and are required to refund grants or tax benefits already received (together with interest and penalties and in certain circumstances may lead to criminal charges) or fail to meet the criteria for future Israeli Special Preferred Technology Enterprise and Preferred Technology Enterprises, our business, financial condition and results of operations could be adversely affected.
Such implemented laws and regulations include requirements in the United States, the EU, U.K. and other territories in relation to data privacy and protection, AI, cyber security, consumer protection, anti-bribery and anti-corruption, foreign investment, import and export, sanctions, labor, tax, environmental and social issues.
Such implemented laws and regulations include requirements in the United States, the EU, the U.K., Israel and other territories in which we operate, and may relate to data privacy and protection, AI, cybersecurity, consumer protection, anti-bribery and anti-corruption, foreign investment, import and export, sanctions, labor, tax, environmental and social issues.
These factors include, among other things: • Quarterly variations in our operating results; • Changes in expectations as to our future financial performance, including financial estimates by securities; • Perceptions of our company held by analysts and investors; • Additions or departures of key personnel; • Announcements related to dividends and share repurchase plans; • Development of or disputes concerning our intellectual property rights; • Announcements of technological innovations; • Material orders of our products or services by customers and business partners; • New products and services by us or our competitors; • Acquisitions or investments by us or by our competitors and partners; • Security breaches or other incidents impacting our customers’ or their end users’ data and security breaches of companies that provide solutions or services similar to ours; • The exchangeability of the 2020 Notes for ADSs; • Hedging or arbitrage trading activity involving ADSs by holders of the 2020 Notes; • Currency exchange rate fluctuations; • Earnings releases by us, our partners or our competitors; 17 • General financial, economic and market conditions; • Political changes, unrest in regions (including the ongoing war in Israel), natural catastrophes; • Market conditions in the industry and the general state of the securities markets, with particular emphasis on the technology and Israeli sectors of the securities markets; and • General stock market volatility.
These factors include, among other things: • Quarterly variations in our operating results; • Changes in expectations as to our future financial performance, including financial estimates by securities analysts; 19 • Perceptions of our company held by analysts and investors; • Additions or departures of key personnel; • Announcements related to dividends and share repurchase plans; • Development of or disputes concerning our intellectual property rights; • Announcements of technological innovations; • Material orders of our products or services by customers and business partners; • New products and services by us or our competitors; • Acquisitions or investments by us or by our competitors and partners; • Security breaches or other incidents impacting our customers’ or their end users’ data and security breaches of companies that provide solutions or services similar to ours; • Currency exchange rate fluctuations; • Earnings releases by us, our partners or our competitors; • General financial, economic and market conditions; • Geopolitical risks, including those arising from political changes, international armed conflicts (including in Israel) • Natural catastrophes or event beyond our control in the regions in which we operate; • Market conditions in the industry and the general state of the securities markets, with particular emphasis on the technology and Israeli sectors of the securities markets; and • General stock market volatility.
When and how this framework is adopted or enacted by the various countries in which we do business could increase tax complexity and uncertainty and may adversely affect our provision for income taxes in the United States and other non-U.S. jurisdictions. Further, there are proposals to introduce further amendments to the U.S. federal tax regime, applicable to corporations.
When and how this framework is adopted or enacted by the various countries in which we do business could increase tax complexity and uncertainty and may adversely affect our provision for income taxes in the United States and other non-U.S. jurisdictions.
In addition, some of our customers use our products and services to compile and analyze highly sensitive or confidential 9 information, and we may encounter or store such information or data, including when we perform service or maintenance functions for our customers.
In addition, some of our customers use our products and services to compile and analyze highly sensitive or confidential information, and we may encounter or store such information or data, including when we perform service or maintenance functions for our customers. We also maintain propriety information about our business such as source code.

… 191 more changes not shown on this page.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

119 edited+50 added−35 removed81 unchanged
Biggest changeHelping our on-premises customers and new customers migrate to the cloud Our leading cloud platforms and domain expertise, along with our flexible migration models, enable our customers to adopt cloud solutions and migrate to the cloud at the pace that matches their needs and preferences. 30 To support all our customers and the different pace of their cloud migrations, we intend to continue offering our solutions in a variety of delivery models, which enable us to be flexible in effectively addressing our customers’ needs.
Biggest changeTo support all our customers and the different pace of their cloud migrations, we intend to continue offering our solutions in a variety of delivery models, which enable us to be flexible in effectively addressing our customers’ needs. We are the trusted advisor for our on-premises customers as we support their migration from legacy infrastructure to the cloud.
We intend to achieve this by focusing on: • Enhancing our platform of integrated Financial Crime and Compliance solutions that help financial services organizations identify risks faster and earlier throughout all phases of the customer lifecycle. • Expanding our market reach within the mid-tier banks and financial institutions with our Xceed native cloud and AI platform, which provides AML and Fraud solutions in a packaged SaaS offering to smaller organizations, enabling them to benefit from the capabilities previously only afforded to large organizations. • Expanding X-Sight, our AI cloud platform and solutions for the top tiers of the market to further strengthen and grow our market leadership position.
We intend to achieve this by focusing on: • Enhancing our platform of integrated Financial Crime and Compliance solutions that help financial services organizations identify risks faster and earlier throughout all phases of the customer lifecycle. • Expanding our market reach within mid-tier banks and financial institutions with our Xceed native cloud and AI platform, which provides AML and Fraud solutions in a packaged SaaS offering to smaller organizations, enabling them to benefit from the capabilities previously only afforded to large organizations. • Expanding X-Sight, our AI cloud platform and solutions for the top tiers of the market to further strengthen and grow our market leadership position.
We have security measures, internal policies, and procedures in place to protect our customers’ information and ensure that proper measures are taken in connection with our customers’ and their end users’ information. Additionally, we ensure that information security controls are designed and implemented throughout our products and services development lifecycle.
We have security measures, internal policies, and procedures in place to protect our customers’ information and ensure that proper measures are taken in connection with our customers’ and their end users’ information. Additionally, our information security controls are designed and implemented throughout our products and services development lifecycle.
We are subject to applicable export control regulations in countries from which we export goods and services, including the United States, Israel, European Union and the United Kingdom.
We are subject to applicable export control regulations in countries from which we export goods and services, including the United States, Israel, the European Union and the United Kingdom.
We also compete against certain UCaaS and collaboration software vendors such as 8x8, Vonage and Zoom, which offer basic CCaaS capabilities, and certain digital engagement vendors such as LivePerson, which offer digital engagement and self-service capabilities for contact centers. In the WEM market we compete against players such as Alvaria, Calabrio, Genesys and Verint.
In the digital engagement market, we compete against vendors such as LivePerson, which offer digital engagement and self-service capabilities for contact centers. In the WEM market we compete against players such as Alvaria, Calabrio, Genesys and Verint. We also compete against certain UCaaS and collaboration software vendors such as 8x8, Vonage and Zoom, which offer basic CCaaS capabilities.
Our cloud platform leverages data, AI, machine learning, advanced automation, and other technologies to help customers reduce the cost of operations, while increasing their adherence to compliance and preventing financial crime. • Expanding X-Sight AI, machine-learning data-driven, analytics-managed service or self-development environment to help further optimize analytic models and develop new analytics by leveraging insights across our broad customer base and our market-wide and domain expertise in fraud prevention and anti-money laundering. • Empowering our customers to increase their operations teams’ productivity by providing more purpose-built Generative AI offerings within X-Sight and Xceed to enable faster and more accurate investigations. • Offering X-Sight DataIQ, our orchestration and aggregation engine that effortlessly connects to multiple premium and public data sources, turning raw data into data intelligence to fight financial crimes. • Expanding the X-Sight Marketplace, an ecosystem of innovative third-party partners where our customers can select complementary offerings to extend our platforms and products. • Offering our solutions to verticals outside of the traditional financial services, such as technology, gaming, energy, insurance, industry regulators, government agencies, fintech and alternative payments providers. • Further expanding our footprint across international geographies and segments while continuing to cross-sell and up-sell into our existing customer base around the world. • Expanding our sales channels with world-class systems integrators, consultancies, core banking providers, and other regional reseller firms to identify additional significant opportunities.
Our cloud platform leverages data, AI, machine learning, advanced automation, and other technologies to help customers reduce the cost of operations, while increasing their adherence to compliance and preventing financial crime. • Expanding X-Sight AI, machine-learning data-driven, analytics-managed service or self-development environment to help further optimize analytic models and develop new analytics by leveraging insights across our broad customer base and our market-wide and domain expertise in fraud prevention and anti-money laundering. • Empowering our customers to increase their operations teams’ productivity by providing more purpose-built generative AI and Agentic AI offerings within X-Sight and Xceed to enable faster and more accurate investigations. • Offering X-Sight DataIQ, our orchestration and aggregation engine that effortlessly connects to multiple premium and public data sources, turning raw data into data intelligence to fight financial crimes. • Expanding the X-Sight Marketplace, an ecosystem of innovative third-party partners where our customers can select complementary offerings to extend our platforms and products. • Offering our solutions to verticals outside of the traditional financial services, such as technology, gaming, energy, insurance, industry regulators, government agencies, fintech and alternative payments providers. 36 • Further expanding our footprint across international geographies and segments while continuing to cross-sell and up-sell into our existing customer base around the world. • Expanding our sales channels with world-class systems integrators, consultancies, core banking providers, and other regional reseller firms to identify additional significant opportunities.
Furthermore, we intend to continue to evolve as a global leader in all major markets and segments for managing customer service – hold and expand the largest market share for CCaaS and WEM solutions; be the most adopted self-service AI provider in the CX market, providing purpose-built AI for CX solutions; become the leading provider of AI copilot capabilities for augmenting CX employees at all levels, offer the most extensive customer-experience marketplace platform and data; and continue to expand into international markets in both the high-end and the mid to low end of the markets we serve.
Furthermore, we intend to continue to evolve as a global leader in all major markets and segments for managing customer service – hold and expand the largest market share for CCaaS and WEM solutions; be the most adopted self-service AI provider in the CX market, providing purpose-built AI for CX solutions; become the leading provider of AI copilot capabilities for augmenting CX employees at all levels, offer the most extensive CX marketplace platform and data; and continue to expand into international markets in both the high-end and the mid to low end of the markets we serve.
In our Financial Crime and Compliance business, we intend to expand to be the largest and leading cloud platform provider of financial crime and compliance solutions in all segments and across all major markets – further embedding AI across our portfolio while leveraging the X-Sight platform to cloudify the high end of the market; enhancing Xceed to be the cloud platform of choice in the mid-market; leveraging our unparalleled collective intelligence to provide a more holistic view of digital identity risk; and better monetizing data, based on advanced AI capabilities.
In our Financial Crime and Compliance business, we intend to expand to be the largest and leading AI cloud platform provider of fraud, financial crime and compliance solutions in all segments and across all major markets – further embedding AI across our portfolio while leveraging the X-Sight platform to cloudify the high end of the market; enhancing Xceed to be the cloud platform of choice in the mid-market; leveraging our unparalleled collective intelligence to provide a more holistic view of digital identity risk; and better monetizing data, based on advanced AI capabilities.
Evidencentral help agencies get control of digital evidence and data, so they can get emergency response right, be a greater force for good, ensure safer communities, and provide timelier justice for victims. II. Offering Overview - Financial Crime and Compliance Enabling trusted financial transactions is critical in the digital banking era and is increasingly challenging for financial services organizations.
Evidencentral help agencies get control of digital evidence and data, so they can get emergency response right, be a greater force for good, ensure safer communities, and provide timelier justice for victims. 37 II. Offering Overview - Financial Crime and Compliance Enabling trusted financial transactions is critical in the digital banking era and is increasingly challenging for financial services organizations.
Our strategic technology partnerships ensure full integration with the NICE offerings, delivering value added capabilities that enable them to provide our customers with an improved set of solutions and services. Our DEVone program, comprising more than 200 partners, allows third-party software providers that bring complementary capabilities, to integrate with our CXone Mpower platform and extend its functionality.
Our strategic technology partnerships ensure full integration with the NiCE offerings, delivering value added capabilities that enable them to provide our customers with an improved set of solutions and services. Our DEVone program, comprising more than 200 partners, allows third-party software providers that bring complementary capabilities, to integrate with our CXone platform and extend its functionality.
The IIA, under 38 special circumstances, may approve the transfer of IIA-funded know-how outside Israel, including, in the event of a sale of the know-how, provided that the grant recipient pays to the IIA a portion of the sale price, which portion will not exceed six times the amount of the grants received plus interest (or three times the amount of the grant received plus interest, in the event that the recipient of the know-how has committed to retain the R&D activities of the grant recipient in Israel after the transfer).
The IIA, under special circumstances, may approve the transfer of IIA-funded know-how outside Israel, including, in the event of a sale of the know-how, provided that the grant recipient pays to the IIA a portion of the sale price, which portion will not exceed six times the amount of the grants received plus interest (or three times the amount of the grant received plus interest, in the event that the recipient of the know-how has committed to retain the R&D activities of the grant recipient in Israel after the transfer).
We are taking and will continue to take all requisite steps to ensure compliance with this directive. If we fail to maintain compliance, we may be restricted from conducting certain business in the EU, which could adversely affect our results of operations. Similar regulations have been, or are being, formulated in other parts of the world.
We are taking and will continue to take all requisite steps to ensure compliance with this directive. If we fail to maintain compliance, we may be restricted from conducting certain business in the EU, which could adversely affect our results of operations. 44 Similar regulations have been, or are being, formulated in other parts of the world.
Top tier financial institutions have been slow to adopt cloud delivery driven by the sensitive nature of their data, but are now realizing the value of the cloud, and are increasingly choosing to deploy solutions on their own private cloud or on public cloud infrastructure. • AI and Machine learning is being adopted in the fight against financial crime.
Top tier financial institutions have been slow to adopt cloud delivery driven by the sensitive nature of their data, but are now realizing the value and economics of the cloud, and are increasingly choosing to deploy solutions on their own private cloud or on public cloud infrastructure. • AI and Machine learning is being adopted in the fight against financial crime.
The platform also includes many self-service capabilities providing the largest global financial institutions the flexibility to configure their controls and financial crime programs to meet their unique needs. • Our AI cloud platform for the mid-market, Xceed , brings together powerful AI, data intelligence, machine learning, and insights for comprehensive AML and fraud prevention for small and mid-sized organizations.
The platform also includes many self-service capabilities providing the largest global financial institutions the flexibility to configure their controls and financial crime programs to meet their unique needs. AI cloud platform for the mid-market, Xceed , brings together powerful AI, data intelligence, machine learning, and insights for comprehensive AML and fraud prevention for small and mid-sized organizations.
Our team of experienced practitioners 36 work with customers, guiding the process of collecting interactions, prioritizing subjects to study, conducting analysis and most importantly, developing plans that put the results of the analysis into action. Customer Education Services provide users with the necessary knowledge and skills to operate NICE solutions and to leverage their capabilities to meet customer needs.
Our team of experienced practitioners work with customers, guiding the process of collecting interactions, prioritizing subjects to study, conducting analysis and most importantly, developing plans that put the results of the analysis into action. Customer Education Services provide users with the necessary knowledge and skills to operate NiCE solutions and to leverage their capabilities to meet customer needs.
While seasonal factors such as these are common in the software and technology industry, this pattern should not be considered a reliable indicator of our future revenue or financial performance. Many other factors, including general economic conditions, 39 also have an impact on our business and financial results.
While seasonal factors such as these are common in the software and technology industry, this pattern should not be considered a reliable indicator of our future revenue or financial performance. Many other factors, including general economic conditions, also have an impact on our business and financial results.
Item 4.B Business Overview Breakdown of Revenues 22 For a breakdown of total revenues by business model (cloud, products and services) and by geographic markets for each of the last three years, please see Item 5, “Operating and Financial Review and Prospects – Results of Operations,” in this annual report.
Item 4.B Business Overview Breakdown of Revenues For a breakdown of total revenues by business model (cloud, products and services) and by geographic markets for each of the last three years, please see Item 5, “Operating and Financial Review and Prospects – Results of Operations,” in this annual report.
Digitally transforming and automating quality assurance, incident reconstruction and performance metrics tracking frees up managers to spend more time engaging with and coaching staff. This helps improve and retain 26 employees, resulting in more effective emergency incident handling, higher staff retention, and lower turnover-related costs.
Digitally transforming and automating quality assurance, incident reconstruction and performance metrics tracking frees up managers to spend more time engaging with and coaching staff. This helps improve and retain employees, resulting in more effective emergency incident handling, higher staff retention, and lower turnover-related costs.
This provides financial services organizations with innovative and patented technologies which fuel automation and analytic precision to detect and prevent financial crimes in real-time and provides secure and frictionless customer experiences. • Our cloud platforms provide financial services organizations with the agility required to quickly adapt to changing regulatory and threat landscapes.
This provides financial services organizations with innovative and patented technologies which fuel automation and analytic precision to detect and prevent financial crimes in real-time and provides secure and frictionless customer experiences. Cloud platforms provide financial services organizations with the agility required to quickly adapt to changing regulatory and threat landscapes.
Managed Technical Services (Technical and Operation) – NICE offers a suite of managed technical and operation services that enable the customer to fully outsource all necessary responsibilities and functions required in order to manage the NICE solutions. This service includes dedicated onsite and remote support engineers, system management, system operation, updates and upgrades.
Managed Technical Services (Technical and Operation) – NiCE offers a suite of managed technical and operation services that enable the customer to fully outsource all necessary responsibilities and functions required in order to 40 manage the NiCE solutions. This service includes dedicated onsite and remote support engineers, system management, system operation, updates and upgrades.
Financial Crime and Compliance Business Strategy 32 We plan to continue extending our market leading position and our addressable market, while further supporting the move to the cloud by financial institutions. We also plan to leverage our capabilities to facilitate both better financial crime protection and to help our customers realize cost reductions.
Financial Crime and Compliance Business Strategy We plan to continue extending our market leading position and our addressable market, while further supporting the move to the cloud by financial institutions. We also plan to leverage our capabilities to facilitate both better financial crime protection and to help our customers realize cost reductions.
Such regulations may apply with respect to product components that are developed or manufactured in, or shipped from, the United States, Israel, European Union and the United Kingdom, or with respect to certain content contained in our products. There are restrictions that apply to software products that contain encryption functionality.
Such regulations may apply with respect to 43 product components that are developed or manufactured in, or shipped from, the United States, Israel, the European Union and the United Kingdom, or with respect to certain content contained in our products. There are restrictions that apply to software products that contain encryption functionality.
CXone Mpower automates workflows, breaking silos between customer-facing and internal service teams, leverages shared insights between human and AI agents to boost performance and centralizes data and knowledge under one platform, delivering the right insight at the right moment to enhance resolution.
CXone automates workflows, breaking silos between customer-facing and internal service teams, leverages shared insights between human and AI agents to boost performance and centralizes data and knowledge under one platform, delivering the right insight at the right moment to enhance resolution.
In the Customer Engagement market, our CXone Mpower platform enables organizations to automate service at scale, augment their workforce with AI-powered solutions, and unify enterprise knowledge, data and AI models to drive faster resolutions and superior customer experiences.
In the Customer Engagement market, our CXone AI platform enables organizations to automate service at scale, augment their workforce with AI-powered solutions, and unify enterprise knowledge, data and AI models to drive faster resolutions and superior customer experiences.
Strategy Our long-term strategy is to further broaden our industry leadership in both the Customer Engagement and Financial Crime and Compliance market segments using NICE’s unique domain-specific AI capabilities and our foundational platforms, applications and data assets.
Strategy Our long-term strategy is to further broaden our industry leadership in both the Customer Engagement and Financial Crime and Compliance market segments using our unique domain-specific AI capabilities and our foundational platforms, applications and data assets.
However, the restrictions of the Research and Development Law described below apply to these programs. The Research and Development Law generally requires that the product incorporating know-how developed under an IIA-funded program be manufactured in Israel.
However, the restrictions of the Research and Development Law described below apply to these programs. 41 The Research and Development Law generally requires that the product incorporating know-how developed under an IIA-funded program be manufactured in Israel.
In the Financial Crime and Compliance market, we protect financial services organizations, with embedded-AI solutions that identify risks and help prevent money laundering and fraud, as well as help ensure financial markets compliance in real-time.
In the Financial Crime and Compliance market, we protect financial services organizations, with embedded-AI solutions that identify risks to help prevent money laundering and fraud in real-time, as well as help ensure financial markets compliance.
Organizations that optimize labor efficiency through automation are gaining a competitive edge by lowering costs, improving scalability, and reallocating human resources to higher-value tasks. • Customer satisfaction is now a strategic competitive advantage . In a market where products and pricing are easily replicated, CX is the key differentiator driving loyalty and revenue growth.
Organizations 29 that optimize labor efficiency through automation are gaining a competitive edge by lowering costs, improving scalability, and reallocating human resources to higher-value tasks. • Customer satisfaction is now a strategic competitive advantage . In a market where products and pricing are often easily replicated, CX is the key differentiator driving loyalty and revenue growth.
Additional leased facilities consist of the following: • Americas facilities located in Atlanta, Georgia and Salt Lake City, Utah. • APAC facilities include offices space l ocated in Pune and Manila. We believe that our existing facilities are adequate to meet our current needs and substantially adequate to meet our foreseeable future needs. 42 Item 4A. Unresolved Staff Comments .
Additional leased facilities consist of the following: • Americas facilities located in Atlanta, Georgia and Salt Lake City, Utah. • APAC facilities include offices space l ocated in Pune and Manila. We believe that our existing facilities are adequate to meet our current needs and substantially adequate to meet our foreseeable future needs. 46 Item 4A. Unresolved Staff Comments .
This frees investigators from low value, high volume manual tasks so that they may better focus on more important and strategic work. This leads to better resource utilization, increased accuracy and productivity, and improved return on investment. • Preventing financial crime and ensuring stringent compliance with evolving regulatory environments.
This frees investigators from low value, high volume manual tasks so that they may better focus on more important and strategic work and decision making. This leads to better resource utilization, increased accuracy and productivity, and improved return on investment. • Preventing financial crime and ensuring stringent compliance with evolving regulatory environments.
This provides financial services organizations with innovative and patented technologies which fuel automation and analytic precision to detect and prevent financial crimes in real-time and provides secure and frictionless customer experiences. • Our vast coverage of solutions enables organizations to detect market manipulations and prevent money laundering and fraud while helping them adhere to compliance regulations.
This 38 provides financial services organizations with innovative and patented technologies which fuel automation and analytic precision to detect and prevent financial crimes in real-time and provides secure and frictionless customer experiences. Vast coverage of solutions enables organizations to detect market manipulations and prevent money laundering and fraud while helping them adhere to compliance regulations.
We are driving a new customer experience standard by providing AI-powered end-to-end automation of customer service, intelligently and proactively interacting with customers, enabling resolution through purpose-built AI and data-driven self-service and providing agents with knowledge and tools to successfully resolve any need in real-time.
We are driving a new CX standard by providing AI-powered end-to-end automation of customer service, intelligently and proactively interacting with customers, enabling resolution through purpose-built AI and data-driven self-service and providing agents with knowledge and tools to successfully resolve any need in real-time.
This allows our customers to facilitate adoption of cloud infrastructure to accelerate innovation and reduce integration, implementation and operational efforts while reducing cost. • Complete Platform Suite – across all markets, we provide one of the industry’s most comprehensive set of integrated, scalable, world class applications.
This allows our customers to facilitate adoption of cloud infrastructure to accelerate innovation and reduce integration, implementation, operational efforts and cost. • Complete Platform Suite – across all markets, we provide one of the industry’s most comprehensive set of integrated, scalable, world class applications.
On top of it all, we are a highly profitable company, with a strong balance sheet, acting as a springboard for our organic and inorganic growth. For additional information, please see Note 16 of the Financial Statements in this annual report.
On top of it all, we are a highly profitable company, with a strong balance sheet, acting as a foundation for our organic and inorganic growth. For additional information, please see Note 16 of the Financial Statements in this annual report.
NICE’s AI-powered platforms unify data, workflows, and automation to drive enterprise-wide transformation. Built on deep domain expertise, our solutions empower customer service, financial crime prevention, and criminal justice organizations to lead with intelligence, efficiency, and confidence.
NiCE’s AI-powered platforms unify data, workflows, AI agents and automation to drive enterprise-wide transformation. Built on deep domain expertise, our 26 solutions empower customer service, financial crime prevention, and criminal justice organizations to lead with intelligence, efficiency, and confidence.
Through digital transformation, stakeholders can work smarter and more efficiently within their own agency and effectively share digital evidence throughout the criminal justice system. • When Emergency Communications becoming more complex, and staff turnover at an all-time high, digital transformation is becoming critical.
Through digital transformation, stakeholders can work smarter and more efficiently within their own agency and effectively share digital evidence throughout the criminal justice system. • With emergency communications becoming more complex, and staff turnover at an all-time high, digital transformation is becoming critical.
NICE is at the forefront of several industry technological disruptions that have greatly accelerated in the last several years: AI-driven automation is transforming customer service; domain-specific AI is enhancing decision-making and workforce performance; and cloud scalability is enabling enterprises to modernize operations at an unprecedented pace. As organizations seek to optimize both efficiency and customer experience.
NiCE is at the forefront of several industry technological disruptions that have greatly accelerated in the last several years: AI-driven automation and Agentic AI solutions are transforming customer service, as organizations seek to optimize both efficiency and customer experience; domain-specific AI is enhancing decision-making and workforce performance; and cloud scalability is enabling enterprises to modernize operations at an unprecedented pace.
With its unique AI domain-expertise, CXone Mpower enables rapid innovation, agility and scalability, and continue to extend our offering around the goal of providing high-quality, proactive, personalized automated end-to-end experiences for consumers, organizations and service agents. With CXone Mpower, organizations can provide the right attended or AI enabled service, based on their profile, preferences and needs.
With its unique AI domain-expertise and Agentic capabilities, CXone enables rapid innovation, agility and scalability, and continue to extend our offering around the goal of providing high-quality, proactive, personalized automated end-to-end experiences for consumers, organizations and service agents. With CXone, organizations can provide the right attended or AI enabled service, based on their profile, preferences and needs.
We rely on multiple key assets to drive our growth: • Our AI leadership with purpose-built AI models that power automation, optimization, and user experience transformation. • Our domain-specific Agentic AI that manages complex tasks, makes decisions and takes action, driving AI-powered automation at scale and precision, with and without human intervention. • Our comprehensive cloud platforms that are scalable, secure, and built for enterprise-wide adoption. • Our AI-powered copiloting employee augmentation capabilities, built for specific roles and around domain-specific functionality to increase efficiencies, maintain compliance and improve resolution. • AI-powered orchestration tools that allow organizations to design, build and operate end-to-end workflows. • Our extensive self-service automation solutions that use the power of AI to deliver human-like interactions at scale. 23 • Our extensive portfolio of applications addresses organizational needs across all our areas of domain expertise. • Our broad array of proprietary technologies and algorithms in the domains of Generative AI, LLMs, automation, analytics, machine learning, speech-to-text, natural language processing, personality-based routing and others. • Our native AI models which are based on years of industry-specific data and domain expertise, consistently using machine learning for generating actionable insights. • Our access to vast amounts of CX data, derived from billions of domain-specific interactions of all types, enriching our applications and enabling us to build hundreds of CX purpose-built AI models. • Our advanced data security and compliance capabilities that deliver trusted enterprise software across all our markets, including FedRAMP authorization to the relevant business lines, with 30 authorized applications, native PCI, supported by the advanced SOC in the industry. • Our flexible delivery model that allows our customers to benefit from a wide range of both cloud and on-premises solutions. • Our solutions' market coverage of all segments, from small and mid-sized businesses to large scale Fortune 100 enterprises. • The mission critical nature of our solutions to the operations of our customers and our cloud platforms that are essential for enabling a scalable and sustainable work-from-anywhere environment. • Our market leadership, which makes us a well-recognized brand and creates top-of-mind awareness for our solutions in our areas of operation. • Our large and broad partner ecosystem with strategic alliances and integrations that extend market reach and solution capabilities. • Our loyal customer base of more than 25,000 organizations in over 150 countries, across many industries, including 85 of the Fortune 100 companies. • Our strong cash position that allows us to invest in innovative solutions and product development and fuels strategic acquisitions. • Our ability to quickly drive mainstream adoption for innovative solutions and new technologies and trends, which we introduce to the market through our direct sales force and distribution network. • Our skilled employees and domain expertise in our core markets allow us to bring our customers the right solutions to address key business challenges and build strong customer partnerships. • Our customer support and operations, which enable our customers to quickly enjoy the benefits of our solutions, with multiple deployment models in the cloud or on-premises throughout the world and support for full value realization and customer success. • Our outcome-oriented white-glove services that enable our customers to achieve greater efficiency, higher revenue, and lower operating costs with our solutions.
We rely on multiple key assets and core strengths to drive our growth: • Our AI leadership with purpose-built AI models that power automation, optimization, and user experience transformation. • Our domain-specific Agentic AI that is designed to manage complex tasks, make decisions and take action, with and without human intervention. • Our comprehensive cloud platforms that are scalable, secure, and built for enterprise-wide adoption. • Our AI-powered copiloting employee augmentation capabilities, built for specific roles and around domain-specific functionality to increase efficiencies, maintain compliance and improve resolution. • AI-powered orchestration tools that are designed to allow organizations to design, build and operate end-to-end workflows. • Our extensive self-service automation solutions that are built to use the power of AI to deliver human-like interactions at scale. • Our extensive portfolio of applications addresses organizational needs across all our areas of domain expertise. • Our broad array of proprietary technologies and algorithms in the domains of generative AI, LLMs, automation, analytics, machine learning, speech-to-text, natural language processing, personality-based routing and others. • Our native AI models which are based on years of industry-specific data and domain expertise, consistently using machine learning for generating actionable insights. • Our access to vast amounts of CX data, derived from billions of domain-specific interactions of all types, enriching our applications and enabling us to build hundreds of CX purpose-built AI models. • Our advanced data security and compliance capabilities that deliver trusted enterprise software across all our markets, including FedRAMP authorization to the relevant business lines, with more than 30 authorized applications, native PCI, supported by one of the most advanced Security Operation Centers (SOCs) in the industry. • Our flexible delivery model that allows our customers to benefit from a wide range of both cloud and on-premises solutions. • Our solutions' market coverage of all segments, from small and mid-sized businesses to large scale Fortune 100 enterprises. • The mission critical nature of our solutions to the operations of our customers and our cloud platforms that are essential for enabling a scalable and sustainable work-from-anywhere environment. • Our market leadership, which makes us a well-recognized brand and creates top-of-mind awareness for our solutions in our areas of operation. • Our large and broad partner ecosystem with strategic alliances and integrations that extend market reach and solution capabilities. • Our loyal customer base of more than 25,000 organizations in over 150 countries, across many industries, including 85 of the Fortune 100 companies. 27 • Our strong cash position that allows us to invest in innovative solutions and product development and fuels strategic acquisitions. • Our ability to quickly drive mainstream adoption for innovative solutions and new technologies and trends, which we introduce to the market through our direct sales force and distribution network. • Our skilled employees and domain expertise in our core markets allow us to bring our customers the right solutions to address key business challenges and build strong customer partnerships. • Our customer support and operations, which enable our customers to quickly enjoy the benefits of our solutions, with multiple deployment models in the cloud or on-premises throughout the world and support for full value realization and customer success. • Our outcome-oriented white-glove services that enable our customers to achieve greater efficiency, higher revenue, and lower operating costs with our solutions.
Regulation Data Privacy, Cyber-Related Security and AI Certain data privacy and cyber-related security laws and regulations apply to us or to our customers and end-users in countries in which we operate and our customers and their end-users are located, including the United States, Israel, the E.U and the U.K., mostly in relation to our SaaS, hosting and cloud offering, as well as other outsourced services.
Regulation Data Privacy, Cybersecurity and AI Certain data privacy and cybersecurity related laws and regulations apply to us or to our customers and end-users in countries in which we operate and our customers and their end-users are located, including the United States, Israel, the E.U. and the U.K., mostly in relation to our SaaS, hosting and cloud offering, as well as other outsourced services.
We are also required to comply with Regulation (EC) 1907/2006 of the European Parliament and of the Council Registration, Evaluation, Authorisation and Restriction of Chemicals 40 (“REACH”, SVHC-205), which requires producers to manage the risks from chemicals used in their products and to provide safety information on the substances found in their products.
We are also required to comply with Regulation (EC) 1907/2006 of the European Parliament and of the Council Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH”, SVHC-205), which requires producers to manage the risks from chemicals used in their products and to provide safety information on the substances found in their products.
In Public Safety and Justice, we intend to cement and increase our leadership in the digital transformation of the US Justice System, becoming the de facto platform for workflow management across the Criminal Justice system.
In Public Safety and Justice, we intend to further increase our leadership in the digital transformation of the US criminal justice system, becoming the de facto platform for workflow management across the Criminal Justice system.
Information Security - we have established information security management policies and procedures to protect the confidentiality, integrity, and availability of our data while providing value to the way we conduct our business.
Information Security - we have established information security management policies and procedures to protect the confidentiality, integrity, and availability of our IT Systems and data while providing value to the way we conduct our business.
Our ability to provide our customers with a full range of capabilities, for organizations of various sizes that can provide for their various needs using a single vendor unified suite, gives us a strong market differentiation in today’s drive for simplicity, cost savings and elimination of legacy solution silos. • Digital Engagement - we enable organizations to deliver experiences in every possible digital way, keeping them engaged and informed, leveraging smart self-service, AI and knowledge across the full customer journey, as well as providing secure digital banking, and helping public safety organizations shift to digital interaction and digital evidence environments. • AI – we accelerate business transformation with purpose-built AI-embedded natively across our platforms, making our applications and business processes smarter.
Our ability to provide our customers with a full range of capabilities, for organizations of various sizes and different needs using a single vendor unified suite, gives 32 us a strong market differentiation in today’s drive for simplicity, cost savings and elimination of legacy solution silos. • Digital Engagement – we enable organizations to deliver experiences in every possible digital way, keeping their customers engaged and informed, leveraging smart self-service, AI and knowledge across the full customer journey, as well as providing secure digital banking, and helping public safety organizations shift to digital evidence and collaboration environments. • AI – we accelerate business transformation with purpose-built AI-embedded natively across our platforms, making our applications and business processes smarter.
Organizations are turning to technology to allow them to help control these costs without compromising their compliance adherence while continuing to lower their risk exposure. • Financial institutions seek a single AI platform that aggregates and analyzes financial crime-related risk in one place.
Organizations are turning to technology, specifically AI, to help control these costs without compromising their compliance adherence while continuing to lower their risk exposure. • Financial institutions seek a single AI platform that aggregates and analyzes financial crime-related risk in one place.
While the seasonality associated with our cloud business is less impactful, we continue to have a second half fiscal year which typically results in higher usage of our solutions stemming primarily from the retail, health care and insurance verticals.
While the seasonality associated with our cloud business is less impactful, we continue to have a second half fiscal year which typically features higher usage of our solutions stemming primarily from the retail, health care and insurance verticals.
Organizations gain holistic coverage to reduce risk, mitigate losses and protect their organizations and customers. • Our i ntelligent investigations solutions serve hundreds of thousands of analysts and investigators across the globe enabling them to make better, faster decisions. The rich and robust, purpose-built solutions include out-of-the-box workflows and audits for the regulated industries.
Organizations gain holistic coverage to reduce risk, mitigate losses and protect their organizations and customers. Intelligent investigations solutions serve hundreds of thousands of analysts and investigators across the globe enabling them to make better, faster decisions. The rich and robust, purpose-built solutions include out-of-the-box workflows and audits for the regulated industries.
Our information security management policies and procedures comply with industry accepted standards, such as ISO 27001. For additional information on information security, please see Item 16K, “Cybersecurity“ in this annual report. 37 Manufacturing and Source of Supplies Many of our solutions are software-based and are deployed by open cloud platform and standard commercial servers.
Our information security management policies and procedures are based on industry standards, such as ISO 27001. For additional information on information security, please see Item 16K, “Cybersecurity“ in this annual report. Manufacturing and Source of Supplies Many of our solutions are software-based and are deployed by open cloud platform and standard commercial servers.
We own the following trademarks and/or registered trademarks in different countries: Actimize, Actimize logo, NICE Adaptive WFO, NICE WFM, NICE Voice of the Customer, NICE Work Force Management, NICE Incentive Compensation, NICE Real Time Solutions, NICE Trading Recording, NICE Uptivity, NICE Air, NICE Communication Surveillance, Customer Engagement Analytics, Decisive Moment, Fizzback, IEX, inContact, inContact Logo, NICE inContact, Last Message Replay, NICE, NICE Analyzer, NICE Engage, NICE Engage Platform, NICE Interaction Management, NICE Sentinel, NICE Inform, NICE Inform Lite, NICE Performance Compliance, NICE Inform Media Player, NICE Inform Verify, NICE Logo, NICE Incentive Compensation Management, NICE Real Time Solutions, NICE Trading Recording, NICE Proactive Compliance, NICE Security Recording, NICE, Nexidia, Nexidia ((!)) Logo, Nexidia Search Grid, Neural Phonetic Speech Analytics, Own the Decisive Moment, Scenario Replay, inContact Cloud Center Solutions, Supervisor on-the-go, VAAS, Voice as a Service, Personal Connection, InTouch, Echo, inCloud, CXone, CXone Logo, NICE inContact CXone, NICE Performance Management, inContact Automatic Contact Distributor, inContact Personal Connection, inContact Interactive Voice Response, inContact Work Force Management, Mattersight, Mattersight Logo, Net Promoter, Satmetrix, NPX, NPS, Fraudmap, Guardian Analytics, Evidence Lake, Alacra, Free your business, Resolve, Brand Embassy, ContactEngine, ContactEngine Logo, GoMoxie, FluenCX, Truth Depends on it, MindTouch, NICE ElevateAI, ElevateAI, NICE Smile design logo, StatsViewer, ScheudleViewer, VoApps, Directdrop voicemail and Directdrop voicemail logo, BusinessPhone, BusinessPhone Logo, LiveVox, LiveVox Logo, Human Call Initiator, HCI and HTI.
We own the following trademarks and/or registered trademarks in different countries: Actimize, Actimize logo, NiCE Adaptive WFO, NiCE WFM, NiCE Voice of the Customer, NiCE Work Force Management, NiCE Incentive Compensation, NiCE Real Time Solutions, NiCE Trading Recording, NiCE Uptivity, NiCE Air, NiCE Communication Surveillance, Customer Engagement Analytics, Decisive Moment, Fizzback, IEX, inContact, inContact Logo, NiCE inContact, Last Message Replay, NiCE, NiCE Analyzer, NiCE Engage, NiCE Engage Platform, NiCE Interaction Management, NiCE Sentinel, NiCE Inform, NiCE Inform Lite, NiCE Performance Compliance, NiCE Inform Media Player, NiCE Inform Verify, NiCE, NiCE Logo, NiCE, NiCE Logo, NiCE smile Logo, NiCE Incentive Compensation Management, NiCE Real Time Solutions, NiCE Trading Recording, NiCE Proactive Compliance, NiCE Security Recording, NiCE, Nexidia, Nexidia ((!)) Logo, Nexidia Search Grid, Neural Phonetic Speech Analytics, Own the Decisive Moment, Scenario Replay, inContact Cloud Center Solutions, Supervisor on-the-go, VAAS, Voice as a Service, Personal Connection, InTouch, Echo, inCloud, CXone, CXone Logo, NiCE inContact CXone, NiCE Performance Management, inContact Automatic Contact Distributor, inContact Personal Connection, inContact Interactive Voice Response, inContact Work Force Management, Mattersight, Mattersight Logo, Net Promoter, Satmetrix, NPX, NPS, Fraudmap, Guardian Analytics, Evidence 42 Lake, Alacra, Free your business, Resolve, Brand Embassy, ContactEngine, ContactEngine Logo, GoMoxie, FluenCX, Truth Depends on it, MindTouch, NiCE ElevateAI, ElevateAI, NiCE Smile design logo, StatsViewer, ScheudleViewer, VoApps, Directdrop voicemail and Directdrop voicemail logo, BusinessPhone, BusinessPhone Logo, LiveVox, LiveVox Logo, Human Call Initiator, HCI and HTI, Playvox, Clearview-live, Cognigy, NiCE Cognigy Logo, Cognigy.AI, Cognigy.NLU, Cognigy.VG, Cognigy.LA, Nexus Engine, Cognigy Nexus LLM, Cognigy Logo, Cognigy AI Logo, Cognigy VG Logo.
Continuing organic innovation and development, while also pursuing acquisitions We intend to continue investing in innovation across our portfolio and platforms and augment our organic growth with additional acquisitions that will broaden our product and technology portfolio, expand our presence in selected verticals, adjacent markets and geographic areas, broaden our customer base, and increase our distribution channels.
Continuing organic innovation and development, while also selectively pursuing acquisitions We intend to continue investing in innovation across our portfolio and platforms and will selectively augment our organic growth with additional disciplined acquisitions that broaden our product and technology portfolio, expand our presence in select verticals, adjacent markets and geographic areas, broaden our customer base, and increase our distribution channels.
We leverage insights from an extensive number of interactions, with hundreds of purpose-built CX AI models to create frictionless customer experiences that are smarter and faster. • Enabling our customers to deploy domain-specific AI-driven agents that provide self-service and assisted service capabilities, to improve customer experience as well as reduce the cost to service consumers. • Augmenting agents with unique unified and native capabilities including digital collaboration, agent assistants, AI-powered copiloting capabilities and real-time guidance, to assist agents using conversational context and knowledge-based information. • Empowering our customers to anticipate business demands with smarter, AI-based forecasting and scheduling tools, and providing their workforce with AI- enhanced training and analytics tools to help them gain the accountability, transparency and flexibility they need around their performance, as part of our holistic WEM suite that enhances both agent engagement and customer experiences. • Offering CXone Mpower, a global leading unified AI platform for automating customer service, combining journey orchestration for voice and digital channels, with advanced digital capabilities, self-service, domain-specific AI purpose-built for CX use-cases, knowledge management, agent assist tools, customer journey analytics, leading Workforce Engagement Management and automation solutions. • Expanding our capabilities to provide holistic digital and self-service experiences throughout the entire customer journey, through self-service and engagement with human or AI agents, enabling customer service organizations to provide a end-to-end service experience across all touchpoints. • Leading cloud transformation across the entire Customer Engagement portfolio for all market segments and regions to enable rapid innovation, enhance flexibility and agility, and lower operational costs. • Offering our customers the ability to extend our solutions by using CXone Mpower’s open framework of hubs, simplifying integrations with quick, intuitive connections that eliminate silos and streamline management, as well as through innovative third-party applications provided by our DEVone dedicated partner ecosystem, selected from our platform’s CXexchange marketplace. • Increasing our presence across all verticals, regions and market segments with CXone Mpower, AI innovation and enhanced data to help organizations adapt to today’s complex consumer expectations as well as the constantly changing CX environment. • Leveraging our large customer base in all verticals and regions to generate incremental revenue growth through up-selling and cross-selling our Customer Engagement portfolio. • Extending our public safety offering to the Public Safety Answering Points (PSAP) to support next generation digital emergency communication, ensuring compliance, improving performance and enabling enhanced digital evidence collection and investigation. • Offering one of the industry’s most unified cloud-based Digital Evidence Management and Investigation platform, Evidencentral, that integrates and consolidates all forms of evidence information - data and media from police records, citizen videos and photos, and dispatch management systems.
We leverage insights from an extensive number of interactions, with hundreds of purpose-built CX AI models to create frictionless customer experiences that are smarter and faster. • Enabling our customers to deploy domain-specific AI-driven agents that provide self-service and assisted service capabilities, to improve customer experience as well as reduce the cost to service consumers. • Augmenting agents with unique unified and native capabilities including digital collaboration, agent assistants, AI-powered copiloting capabilities and real-time guidance, to assist agents using conversational context and knowledge-based information. • Empowering our customers to anticipate business demands with smarter, AI-based forecasting and scheduling tools, and providing their workforce with AI- enhanced training and analytics tools to help them gain the accountability, transparency and flexibility they need around their performance, as part of our holistic WEM suite that enhances both agent engagement and customer experiences. • Offering CXone, a unified AI platform for enterprise customer experience operations with advanced conversational and Agentic AI capabilities across voice and digital channels, domain-specific AI purpose-built for CX use-cases, knowledge management, agent assist tools, interaction analytics and leading Workforce Engagement Management and automation solutions. • Expanding our capabilities to provide holistic digital and Agentic AI experiences throughout the entire customer journey, through self-service and engagement with human or AI agents, enabling customer service organizations to provide a end-to-end service experience across all touchpoints. • Leading cloud transformation across the entire Customer Engagement portfolio for all market segments and regions to enable rapid innovation, enhance flexibility and agility, and lower operational costs. 35 • Offering our customers the ability to extend our solutions by using CXone's open framework of hubs, simplifying integrations with quick, intuitive connections that eliminate silos and streamline management, as well as through innovative third-party applications provided by our DEVone dedicated partner ecosystem, selected from our platform’s CXexchange marketplace. • Increasing our presence across all verticals, regions and market segments with CXone, AI innovation and enhanced data to help organizations adapt to today’s complex consumer expectations as well as the constantly changing CX environment. • Leveraging our large customer base in all verticals and regions to generate incremental revenue growth through up-selling and cross-selling our Customer Engagement portfolio. • Bringing AI and automation capabilities to Public Safety Answering Points (PSAPs) to support next generation digital emergency communication, ensuring compliance, and improve staff performance and retention. • Offering one of the industry’s most unified cloud-based Digital Evidence Management platform, Evidencentral, that integrates and consolidates all forms of evidence information - data and media from police records, videos and photos, and dispatch management systems.
Netherlands NICE Systems (Singapore) Pte. Ltd. Singapore NICE Technologies Sole Proprietorship LLC United Arab Emirates Actimize UK Limited United Kingdom NICE Systems Technologies UK Limited United Kingdom NICE Systems UK Ltd. United Kingdom Actimize Inc. United States inContact Inc. United States NICE Systems Inc. United States NICE Systems Technologies Inc. United States LiveVox Inc.
Singapore NICE Technologies Sole Proprietorship LLC United Arab Emirates Actimize UK Limited United Kingdom NICE Systems Technologies UK Limited United Kingdom NICE Systems UK Ltd. United Kingdom Actimize Inc. United States inContact Inc. United States NICE Systems Inc. United States NICE Systems Technologies Inc. United States LiveVox Inc.
United States Item 4.D Property, Plants and Equipment We have leased offices and facilities in several countries, which include the following headquarter offices: • Our Israeli headquarters in Ra'anana occupies approximately 165,000 square feet. • Our North American headquarters in Hoboken, New Jersey, occupies approximately 60,000 square feet; • Our EMEA headquarters in London, occupies approximately 10,000 square feet; and • Our APAC headquarters in Singapore occupies approximately 5,600 square feet.
United States Cognigy GmbH Germany Item 4.D Property, Plants and Equipment We have leased offices and facilities in several countries, which include the following headquarter offices: • Our Israeli headquarters in Ra'anana occupies approximately 148,000 square feet. • Our North American headquarters in Hoboken, New Jersey, occupies approximately 60,000 square feet; • Our EMEA headquarters in London, occupies approximately 10,000 square feet; and • Our APAC headquarters in Singapore occupies approximately 5,600 square feet.
In our Customer Engagement business, we intend to continue being a leader in the CCaaS market and expand our leadership into Customer Service Automation with CXone Mpower, a comprehensive AI platform, enabling enterprises to design, build and operate customer service automation by seamlessly orchestrating workflows, agents and knowledge as part of a single, unified and scalable platform.
In our Customer Engagement business, we intend to continue being a leader in the CCaaS market and expand our leadership into AI-first customer experience automation with CXone, a comprehensive CX AI platform, enabling enterprises to design, build and operate customer service automation by seamlessly orchestrating workflows, human and AI agents and knowledge as part of a single, unified and scalable platform.
NICE is well-positioned across all markets, given our unique set of assets: we are categorically being recognized as one of the top leaders by every market research firm that evaluates the markets we operate in; We offer complete, robust and market-leading platforms; we deliver a wide-ranging portfolio; we own the most critical data elements that form the foundation for AI; and we have an established wide-reaching global ecosystem.
NiCE is well-positioned across all markets, given our unique set of assets: we offer complete, robust and market-leading platforms; we deliver a wide-ranging portfolio; we own the most critical data elements that form the foundation for AI to learn, adapt, and drive superior outcomes; we have an established wide-reaching global ecosystem; and we are categorically recognized as one of the top leaders by every market research firm that evaluates the markets we operate in.
The NICE Cloud utilizes multiple underlying technologies to give our customers many paths to the cloud – these include Physical Data Centers and Public Cloud providers such as AWS and Azure. NICE maintains multiple Cloud Certifications including SOC 2 Type II – Applications; HITRUST; ISO:27001 and PCI DSS.
The NiCE Cloud utilizes multiple underlying technologies to give our customers many paths to the cloud – these include Physical Data Centers and Public Cloud providers such as AWS and Azure. NiCE maintains multiple Cloud Certifications including SOC 2 Type II – Applications; BSI C5, Cyber Essentials, IRAP, HITRUST; ISO:27001 and PCI DSS.
The ever-expanding risk landscape and sophistication of financial criminals, as well as the need to keep costs in check, creates a growing need for a single view of multiple fraud and compliance risk signals throughout a financial services organization.
The ever-expanding risk landscape and sophistication of financial criminals, as well as the need to keep costs in check, creates a growing need for a single unified view of fraud, AML and compliance risk throughout a financial services organization.
A single platform allows financial services organizations to analyze data, act on it and present it in one dashboard to both operations and executives. • Financial institutions are adopting cloud platforms for financial crime and compliance solutions.
Single platforms allow financial services organizations to analyze data, act on it and present it in one dashboard to both operations and executives. • Financial institutions are adopting cloud platforms for financial crime and compliance solutions.
We are evaluating the business impact of compliance with the constantly changing data privacy laws and regulations, which may include domestic laws, regulations and guidelines that may come into effect in additional regions as well, and apply to our operations, products and services.
We continuously evaluate the business impact of compliance with the constantly changing data privacy, cyber security and AI laws and regulations, which may include domestic laws, regulations and guidelines that may come into effect in additional regions as well, and apply to our operations, products and services.
In the CCaaS market, which is a part of the broader Contact Center Infrastructure market that is still mainly held by traditional on-premises players, we compete against Amazon Connect, Avaya, Cisco, Five9, Genesys, and TalkDesk, as well as other niche vendors.
In the CCaaS market, which is a part of the broader Contact Center Infrastructure market that is still mainly held by traditional on-premises players, we compete against Amazon Connect, Avaya, Cisco, Five9, Genesys, and TalkDesk, as well as other niche vendors. In the Conversational and Agentic AI market, we compete against vendors such as Kore.ai, Sierra.ai, Cresta and Salesforce.
Customer Engagement Business Strategy 31 Our strategy is to continue serving as a leader in the Customer Engagement market and expand our reach beyond the boundaries of the contact center by fundamentally reinventing the way consumers interact with organizations.
Customer Engagement Business Strategy Our strategy is to continue our market leadership in the Customer Engagement market and expand our reach beyond the boundaries of the contact center by fundamentally reinventing the way consumers interact with organizations.
With our holistic, data and entity-centric approach, we leverage machine learning, NLP (natural language processing), Generative AI and Agentic AI that automate routine tasks, collaborate with analysts and adapt in real time to proactively keep ahead of emerging threats.
With our holistic, data and entity-centric approach, we leverage machine learning, predictive analytics, behavioral analytics, network analytics, NLP (natural language processing), generative AI and Agentic AI to detect suspicious activity and automate routine tasks, collaborate with analysts and adapt in real time to proactively keep ahead of emerging threats.
We may be required to comply with other similar programs that are enacted outside Europe in the future. Environmental, Social and Governance (ESG) Report NICE is guided by a deep commitment to social contribution, environmental sustainability and corporate citizenship that is ingrained in our core values.
We may be required to comply with other similar programs that are enacted outside Europe in the future. Environmental, Social and Governance (ESG) Report NiCE is guided by a deep commitment to social contribution, environmental sustainability and corporate citizenship that is ingrained in our core values. The Board's Internal Audit and ESG Committee is responsible for oversight of ESG matters.
These services are offered both before and after the deployment of NICE solutions. Sustaining Value Customer Success means working hand-in-hand with our customers to identify areas where they can maximize business value and minimize complications, ensuring continued delivery of business benefits.
These services are offered both before and after the deployment of NiCE solutions. Sustaining Value Customer Success focuses on close collaboration with our customers to identify areas where they can maximize business value and minimize complications, ensuring continued delivery of business benefits.
The solutions track all activity providing transparency for internal and regulatory audits. • Our Self-Service solutions provide organizations with customization and self-development capabilities powered by APIs and intuitive tools. Strategic Alliances We sell our Customer Engagement and Financial Crime and Compliance platforms and solutions worldwide, primarily directly to customers and indirectly through selected partners to better serve our global customers.
Self-Service solutions provide organizations with customization and self-development capabilities powered by APIs and intuitive tools. Strategic Alliances We sell our Customer Engagement and Financial Crime and Compliance platforms and solutions worldwide, primarily directly to customers and indirectly through selected partners to better serve our global customers.
However, upon the approval of the IIA (or notification in the event set forth below, as the case may be), some of the manufacturing volume may be performed outside of Israel, provided that the grant recipient pays royalties at an increased rate, which may be substantial, and the aggregate repayment amount is increased).
However, upon the approval of the IIA (or notification in the event set forth below, as the case may be), some of the manufacturing volume may be performed outside of Israel, provided that the grant recipient may be required to pay royalties at an increased rate, which may be substantial, and the aggregate repayment amount may be increased to between 120% and 300% of the grants from IIA depending on the manufacturing volume that is performed outside of Israel).
Leading our markets with domain-specific AI solutions We intend to continue augmenting our AI leadership across all our markets, as AI establishes itself an overarching catalyst, propelling NICE’s five vectors of AI growth strategy: 28 • AI fuels our cloud win rate - We are witnessing an enterprise cloud inflection point, where the lion’s share of large-scale cloud transitions is about to take place.
Leading our markets with domain-specific AI solutions We intend to continue strengthening our AI leadership across all our markets, as AI becomes an overarching catalyst for NiCE’s five vectors of growth: • AI fuels our cloud win rate - We are witnessing an enterprise cloud inflection point, where the majority of large-scale cloud transitions is about to take place.
We are the trusted advisor for our on-premises customers as we support their migration from legacy infrastructure to the cloud. We provide deep cloud expertise and migration tools to simplify configuration, reporting and data collection from legacy systems. Further, we offer holistic transformation consulting services, provided exclusively by our skilled employees, delivering a smooth transition for our customers.
We provide deep cloud expertise and migration tools to simplify configuration, reporting and data collection from legacy systems. Further, we offer holistic transformation consulting services, provided exclusively by our skilled employees, delivering a smooth transition for our customers.
Industry and Technology Trends Following are the key cross-industry trends that we have identified as driving demand for our solutions where we leverage our key assets and domain expertise to deliver maximum value: 24 • AI is evolving from task-based assistance to full-scale automation.
Industry and Technology Trends Following are the key cross-industry trends that we have identified as driving demand for our solutions where we leverage our key assets and domain expertise to deliver maximum value: • AI is evolving from task-based assistance to full-scale automation. Enterprises are increasingly deploying AI beyond task-level support to end-to-end automation of complex workflows.
Our domain expertise, proprietary data, advanced technology, and pre-built AI models create leading solutions for all our market segments. • Large Language Models, Generative AI and Agentic AI– we leverage LLMs Generative AI and Agentic AI to help consumers and employees access knowledge and interact with each other effortlessly and safely, while improving employee productivity and customer experience.
Our domain expertise, proprietary data, advanced technology, and purpose-built AI models create leading solutions for all our market segments. • Large Language Models, generative AI and Agentic AI – we leverage LLMs generative AI and Agentic AI to empower autonomous AI agents that reason, plan, and execute workflows, alongside empowering consumers and employees to access knowledge and interact with each other effortlessly and safely, while improving employee productivity and customer experience.
In the event that our products and services are subject to such controls and restrictions, we may be required to obtain an export license or authorization and comply with other applicable requirements pursuant to such regulations or may be restricted from exporting certain products and services to certain countries or to sanctioned parties.
In the event that our products and services are subject to such controls and restrictions, we may be required to obtain an export license or authorization, which could be time-consuming and may not be granted on a timely basis or at all, and comply with other applicable requirements pursuant to such regulations or may be restricted from exporting certain products and services to certain countries or to sanctioned parties.
This trend is now gaining a significant boost because it is the only viable way to implement AI that works and requires well designed AI-embedded platforms that were built with specific domains and use-cases in mind. • AI automation extends our position beyond the contact center – Enterprises are looking to harness CX specific AI capabilities to replace current customer service manual processes that traverse the traditional contact center, often touching additional organizational functions such as back-office operations, marketing, sales and other internal and customer-facing functions. • AI as endless source for lucrative new use-cases – Organizations are coming to a clear realization that generic Generative AI and LLM solutions are not providing the expected results.
This trend is now gaining a significant momentum because it is one of the most viable ways to implement AI. • AI automation extends our opportunity beyond the contact center – Enterprises are looking to harness CX specific AI capabilities to replace current manual customer service processes that traverse the traditional contact center, often touching additional organizational functions such as back-office operations, marketing, sales and other internal and customer-facing functions. • AI as an endless source for lucrative new use-cases – Organizations are coming to a clear realization that generic generative AI and LLM solutions are not providing the expected results.
Our Agentic AI capabilities understand financial institutions’ policy and procedures guidelines, recognize the context of an investigation and have the agency to determine what 35 data sources and risk signals to leverage for accurate and fast decisioning.
Our Agentic and generative AI capabilities understand financial institutions’ policy and procedures guidelines, recognize the context of an investigation and have the agency to determine what data sources and risk signals to leverage for accurate and fast decisioning. The solutions track all activity providing transparency for internal and regulatory audits.
We or our customers are also subject to domestic data privacy laws, such as the Israeli Privacy La w, the CCPA, CPRA and the United Kingdom Data Protection Act 2018.
We or our customers are also subject to domestic data privacy laws, such as the GDPR, Israeli Privacy La w, the CCPA and the United Kingdom Data Protection Act 2018. We are also subject to laws regulating AI Technologies, including in the US and abroad.
We also maintain relationships directly with some of the more significant manufacturers of our components, and we believe that we can obtain alternative sources of supply in the event that the suppliers are unable to meet our requirements in a timely manner.
We also maintain relationships directly with some of the more significant manufacturers of our components, and we believe that we can obtain alternative sources of supply in the event that the suppliers are unable to meet our requirements in a timely manner. We have qualified for and received the ISO-9001:2015 quality management and ISO 14001:2015 environmental management certifications.
At the forefront of these initiatives is the need to leverage purpose-built advanced AI to ensure regulatory compliance and provide exceptional customer experiences while stopping financial fraud and preventing the laundering of illicit funds. • Generative AI and LLMs are being sought out to streamline and further automate financial crime investigation processes and tasks where it may not be necessary to have as much human involvement .
At the forefront of these initiatives is the need to leverage purpose-built advanced AI to ensure regulatory compliance and provide exceptional customer experiences while stopping financial fraud and preventing the laundering of illicit funds. • Agentic AI, generative AI and LLMs are being used to streamline and further automate financial crime investigation processes and tasks .
We have several joint offerings across our business segments and combined go-to-market efforts. We will continue leveraging our extensive complementary domain expertise, technological know-how, capabilities and development, in order to grow our business through additional cross-sell and up-sell opportunities.
Maximizing these synergies and cooperation between our business areas is a key pillar of our corporate strategy. 34 We have several joint offerings across our business segments and combined go-to-market efforts. We will continue leveraging our extensive complementary domain expertise, technological know-how, capabilities and development, in order to grow our business through additional cross-sell and up-sell opportunities.
The solutions on Xceed provide the protection that larger organizations receive but are packaged and connect directly with core banking providers for smaller organizations to realize immediate value. • Our X-Sight and Xceed AI offerings apply advanced AI techniques fueled by insights we receive in working collaboratively with our large world-class client base to provide rich intelligence to optimize machine learning prevention and detection analytics in our portfolio of solutions as well use Generative AI and automation to cut down analysts' time when investigating financial crimes.
X-Sight and Xceed AI offerings apply advanced AI techniques fueled by insights we receive in working collaboratively with our large world-class client base to provide rich intelligence to optimize machine learning prevention and detection analytics in our portfolio of solutions as well use generative AI, Agentic AI and automation to cut down analysts' time when investigating financial crimes.
Enabling Value Solution Delivery optimizes solution delivery to our customers and enables them to achieve their specific business and organizational goals, on time and on budget. NICE solutions are delivered by certified project managers, technical experts, and application specialists. We follow a proven methodology that includes business discovery to map solutions to business processes.
Enabling Value Solution Delivery optimizes outcomes for our customers, enabling them to achieve their specific business and organizational goals on time and on budget. NiCE solutions are delivered by certified project managers, technical experts, and application specialists.
The regulatory pressures and increasing threat landscape have driven an increase in the number of risk and compliance personnel, which in turn has dramatically increased the cost of compliance and financial crime programs.
The regulatory pressures and increasingly complex threat landscape have driven up the number of risk and compliance personnel, in turn dramatically 30 increasing the cost of compliance and financial crime programs.

… 124 more changes not shown on this page.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

76 edited+21 added−19 removed31 unchanged
Biggest changeWe are currently evaluating the effect of adopting the ASU on our disclosures. 50 Results of Operations The following table sets forth our selected consolidated statements of income for the years ended December 31, 2024 and 2023, expressed as a percentage of total revenues (totals may not add up due to rounding). 2024 2023 Revenue: Cloud 72.5 % 66.5 % Services 21.8 % 27.0 % Product 5.7 % 6.5 % 100.0 % 100.0 % Cost of revenue: Cloud 25.6 % 23.3 % Services 6.7 % 7.9 % Product 0.9 % 1.1 % 33.2 % 32.3 % Gross profit 66.8 % 67.7 % Operating expenses: Research and development, net 13.2 % 13.6 % Selling and marketing 23.5 % 25.2 % General and administrative 10.1 % 10.6 % Total operating expenses 46.8 % 49.4 % Operating income 20.0 % 18.3 % Financial income and other, net 2.2 % 0.9 % Income before taxes 22.2 % 19.2 % Taxes on income 5.9 % 5.0 % Net income 16.3 % 14.2 % Comparison of Years Ended December 31, 2024 and 2023 For a comparison of our results for the years ended 2023 and 2022, please refer to Item 5 in our annual report on Form 20-F for the year ended 2023, filed with the SEC on March 27, 2024.
Biggest changeResults of Operations 54 The following table sets forth our selected consolidated statements of income for the years ended December 31, 2025 and 2024, expressed as a percentage of total revenues (totals may not add up due to rounding). 2025 2024 Revenue: Cloud 76.0 % 72.5 % Services 19.0 % 21.8 % Product 5.0 % 5.7 % 100.0 % 100.0 % Cost of revenue: Cloud 26.2 % 25.6 % Services 6.6 % 6.7 % Product 0.8 % 0.9 % 33.6 % 33.2 % Gross profit 66.4 % 66.8 % Operating expenses: Research and development, net 12.2 % 13.2 % Selling and marketing 22.5 % 23.5 % General and administrative 9.8 % 10.1 % Total operating expenses 44.5 % 46.8 % Operating income 21.9 % 20.0 % Financial income and other, net 2.0 % 2.2 % Income before taxes 23.9 % 22.2 % Taxes on income 3.1 % 5.9 % Net income 20.8 % 16.3 % Comparison of Years Ended December 31, 2025 and 2024 For a comparison of our results for the years ended December 31, 2024 and 2023, please refer to Item 5 in our annual report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 19, 2025.
We continually evaluate our capital needs and may decide to raise additional capital to fund the growth of our business and future acquisitions and investments, through public or private equity offerings or through additional debt financing. Access to additional capital may not be available or on favorable terms.
We continually evaluate our capital needs and may decide to raise additional capital to fund the growth of our business and future acquisitions and investments, through public or private equity offerings or through debt financing. Access to additional capital may not be available or on favorable terms.
We estimate the fair value of stock options granted using the Black-Scholes-Merton option-pricing model, which requires a number of assumptions: the expected volatility is based upon actual historical stock price movements; the expected term of options granted is based upon historical experience and represents the period of time that options granted are expected to be outstanding; the risk-free interest rate is based on the yield from U.S.
We estimate the fair value of stock options and ESPP granted using the Black-Scholes-Merton option-pricing model, which requires a number of assumptions: the expected volatility is based upon actual historical stock price movements; the expected term of options granted is based upon historical experience and represents the period of time that options granted are expected to be outstanding; the risk-free interest rate is based on the yield from U.S.
When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. 48 Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from customer relationships, acquired technology and acquired trademarks from a market participant perspective, useful lives and discount rates.
When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from customer relationships, acquired technology and acquired trademarks from a market participant perspective, useful lives and discount rates.
We typically establish SSP range for our products and services, which is reassessed on a periodic basis or when facts and circumstances change. SSP for products and services can evolve over time due to changes in NICE pricing practices that are influenced by intense competition, changes in demand for products and services, and economic factors, among others.
We typically establish SSP range for our products and services, which is reassessed on a periodic basis or when facts and circumstances change. SSP for products and services can evolve over time due to changes in our pricing practices that are influenced by intense competition, changes in demand for products and services, and economic factors, among others.
We provide a valuation allowance, if necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized. Deferred tax assets and deferred tax liabilities are presented under long-term assets and long-term liabilities, respectively. We implement a two-step approach to recognize and measure uncertain tax positions.
We provide a valuation allowance, if necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized. Deferred tax assets and deferred tax liabilities are presented under long-term assets and long-term liabilities, respectively. 52 We implement a two-step approach to recognize and measure uncertain tax positions.
We apply judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer's historical payment experience. 46 2) Identify the performance obligations of the contract We enter into contracts that may include multiple performance obligations.
We apply judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer's historical payment experience. 2) Identify the performance obligations of the contract We enter into contracts that may include multiple performance obligations.
NICE’s AI-powered platforms unify data, workflows, and automation to drive enterprise-wide transformation. Built on deep domain expertise, our solutions empower customer service, financial crime prevention, and criminal justice organizations to lead with intelligence, efficiency, and confidence.
NiCE’s AI-powered platforms unify data, workflows, AI agents and automation to drive enterprise-wide transformation. Built on deep domain expertise, our solutions empower customer service, financial crime prevention, and criminal justice organizations to lead with intelligence, efficiency, and confidence.
In the Customer Engagement market, our CXone Mpower platform enables organizations to automate service at scale, augment their workforce with AI-powered solutions, and unify enterprise knowledge, data and AI models to drive faster resolutions and superior customer experiences.
In the Customer Engagement market, our CXone AI platform enables organizations to automate service at scale, augment their workforce with AI-powered solutions, and unify enterprise knowledge, data and AI models to drive faster resolutions and superior customer experiences.
In the Financial Crime and Compliance market, we protect financial services organizations, with embedded-AI solutions that identify risks and help prevent money laundering and fraud, as well as help ensure financial markets compliance in real-time.
In the Financial Crime and Compliance market, we protect financial services organizations, with embedded-AI solutions that identify risks to help prevent money laundering and fraud in real-time, as well as help ensure financial markets compliance.
Trend Information For additional information on trends in our industry, please see Item 4, “Information on the Company—Business Overview—Industry and Technology Trends” in this annual report. For additional information on trends, uncertainties, demands, commitments or events that may have a material effect on revenue, please see Item 3, “Key Information—Risk Factors” in this annual report. 56 Item 6.
Trend Information For additional information on trends in our industry, please see Item 4, “Information on the Company—Business Overview—Industry and Technology Trends” in this annual report. For additional information on trends, uncertainties, demands, commitments or events that may have a material effect on revenue, please see Item 3, “Key Information—Risk Factors” in this annual report. 60 Item 6.
During the fourth quarter of each of the fiscal years ended December 31, 2024, 2023 and 2022, we performed a qualitative assessment for our reporting units and concluded that the qualitative assessment did not result in a more likely than not indication of impairment, and therefore no further impairment testing was required.
During the fourth quarter of each of the fiscal years ended December 31, 2025, 2024 and 2023, we performed a qualitative assessment for our reporting units and concluded that the qualitative assessment did not result in a more likely than not indication of impairment, and therefore no further impairment testing was required.
Allowance for credit losses on AFS debt securities are recognized as a charge in financial expenses (income) and other, net, on the consolidated statements of income, and any remaining unrealized losses, net of taxes, are included in accumulated other comprehensive income (loss). As of December 31, 2024, no credit losses have been recorded.
Allowance for credit losses on AFS debt securities are recognized as a charge in financial expenses (income) and other, net, on the consolidated statements of income, and any remaining unrealized losses, net of taxes, are included in accumulated other comprehensive income (loss). As of December 31, 2025, no credit losses have been recorded.
NICE is at the forefront of several industry technological disruptions that have greatly accelerated in the last several years: AI-driven automation is transforming customer service; domain-specific AI is enhancing decision-making and workforce performance; and cloud scalability is enabling enterprises to modernize operations at an unprecedented pace. As organizations seek to optimize both efficiency and customer experience.
NiCE is at the forefront of several industry technological disruptions that have greatly accelerated in the last several years: AI-driven automation and Agentic AI solutions are transforming customer service, as organizations seek to optimize both efficiency and customer experience; domain-specific AI is enhancing decision-making and workforce performance; and cloud scalability is enabling enterprises to modernize operations at an unprecedented pace.
The revenue increase in our Financial Crime and Compliance business segment in 2024 is primarily attributed to an increase in cloud revenue due to increased adoption of our cloud platforms X-Sight and Xceed, as well as an increase in revenues from our premise-based business.
The revenue increase in our Financial Crime and Compliance business segment in 2025 is primarily attributed to an increase in cloud revenue due to increased adoption of our cloud platforms X-Sight and Xceed, as well as an increase in revenues from our premise-based business.
We rely on multiple key assets to drive our growth: • Our AI leadership with purpose-built AI models that power automation, optimization, and user experience transformation. 44 • Our domain-specific Agentic AI that manages complex tasks, makes decisions and takes action, driving AI-powered automation at scale and precision, with and without human intervention. • Our comprehensive cloud platforms that are scalable, secure, and built for enterprise-wide adoption. • Our AI-powered copiloting employee augmentation capabilities, built for specific roles and around domain-specific functionality to increase efficiencies, maintain compliance and improve resolution. • AI-powered orchestration tools that allow organizations to design, build and operate end-to-end workflows. • Our extensive self-service automation solutions that use the power of AI to deliver human-like interactions at scale. • Our extensive portfolio of applications addresses organizational needs across all our areas of domain expertise. • Our broad array of proprietary technologies and algorithms in the domains of Generative AI, LLMs, automation, analytics, machine learning, speech-to-text, natural language processing, personality-based routing and others. • Our native AI models which are based on years of industry-specific data and domain expertise, consistently using machine learning for generating actionable insights. • Our access to vast amounts of CX data, derived from billions of domain-specific interactions of all types, enriching our applications and enabling us to build hundreds of CX purpose-built AI models. • Our advanced data security and compliance capabilities that deliver trusted enterprise software across all our markets, including FedRAMP authorization to the relevant business lines, with 30 authorized applications, native PCI, supported by advanced SOC. • Our flexible delivery model that allows our customers to benefit from a wide range of both cloud and on-premises solutions. • Our solutions' market coverage of all segments, from small and mid-sized businesses to large scale Fortune 100 enterprises. • The mission critical nature of our solutions to the operations of our customers and our cloud platforms that are essential for enabling a scalable and sustainable work-from-anywhere environment. • Our market leadership, which makes us a well-recognized brand and creates top-of-mind awareness for our solutions in our areas of operation.. • Our large and broad partner ecosystem with strategic alliances and integrations that extend market reach and solution capabilities. • Our loyal customer base of more than 25,000 organizations in over 150 countries, across many industries, including 85 of the Fortune 100 companies. • Our strong cash position that allows us to invest in innovative solutions and product development and fuels strategic acquisitions. • Our ability to quickly drive mainstream adoption for innovative solutions and new technologies and trends, which we introduce to the market through our direct sales force and distribution network. 45 • Our skilled employees and domain expertise in our core markets allow us to bring our customers the right solutions to address key business challenges and build strong customer partnerships. • Our customer support and operations, which enable our customers to quickly enjoy the benefits of our solutions, with multiple deployment models in the cloud or on-premises throughout the world and support for full value realization and customer success. • Our outcome-oriented white-glove services that enable our customers to achieve greater efficiency, higher revenue, and lower operating costs with our solutions.
We rely on multiple key assets and core strengths to drive our growth: • Our AI leadership with purpose-built AI models that power automation, optimization, and user experience transformation. 48 • Our domain-specific Agentic AI that is designed to manage complex tasks, makes decisions and take action, with and without human intervention. • Our comprehensive cloud platforms that are scalable, secure, and built for enterprise-wide adoption. • Our AI-powered copiloting employee augmentation capabilities, built for specific roles and around domain-specific functionality to increase efficiencies, maintain compliance and improve resolution. • AI-powered orchestration tools that are designed to allow organizations to design, build and operate end-to-end workflows. • Our extensive self-service automation solutions that are built to use the power of AI to deliver human-like interactions at scale. • Our extensive portfolio of applications addresses organizational needs across all our areas of domain expertise. • Our broad array of proprietary technologies and algorithms in the domains of generative AI, Large Language Models (LLMs), automation, analytics, machine learning, speech-to-text, natural language processing, personality-based routing and others. • Our native AI models which are based on years of industry-specific data and domain expertise, consistently using machine learning for generating actionable insights. • Our access to vast amounts of CX data, derived from billions of domain-specific interactions of all types, enriching our applications and enabling us to build hundreds of CX purpose-built AI models. • Our advanced data security and compliance capabilities that deliver trusted enterprise software across all our markets, including FedRAMP authorization to the relevant business lines, with more than 30 authorized applications, native PCI, supported by one of the most advanced SOCs in the industry • Our flexible delivery model that allows our customers to benefit from a wide range of both cloud and on-premises solutions. • Our solutions' market coverage of all segments, from small and mid-sized businesses to large scale Fortune 100 enterprises. • The mission critical nature of our solutions to the operations of our customers and our cloud platforms that are essential for enabling a scalable and sustainable work-from-anywhere environment. • Our market leadership, which makes us a well-recognized brand and creates top-of-mind awareness for our solutions in our areas of operation. • Our large and broad partner ecosystem with strategic alliances and integrations that extend market reach and solution capabilities. • Our loyal customer base of more than 25,000 organizations in over 150 countries, across many industries, including 85 of the Fortune 100 companies. • Our strong cash position that allows us to invest in innovative solutions and product development and fuels strategic acquisitions. • Our ability to quickly drive mainstream adoption for innovative solutions and new technologies and trends, which we introduce to the market through our direct sales force and distribution network. 49 • Our skilled employees and domain expertise in our core markets allow us to bring our customers the right solutions to address key business challenges and build strong customer partnerships. • Our customer support and operations, which enable our customers to quickly enjoy the benefits of our solutions, with multiple deployment models in the cloud or on-premises throughout the world and support for full value realization and customer success. • Our outcome-oriented white-glove services that enable our customers to achieve greater efficiency, higher revenue, and lower operating costs with our solutions.
ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. We elect to account for forfeitures as they occur.
ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. We elected to account for forfeitures as they occur.
We believe our existing cash and cash equivalents will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. We plan to continue to finance our operations in the future primarily through sales of our solutions, most notably our cloud platforms.
We believe our existing cash and cash equivalents will be sufficient to meet our working capital and capital expenditure needs for the next 12 months and beyond. We plan to continue to finance our operations in the future primarily through sales of our solutions, most notably our cloud platforms.
The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement. Business Combination .
The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement.
For certain contracts, the Company's contracts include usage based fees that constitute variable consideration and are included in the transaction price. The Company receives payments from customers based upon billing cycles and contract terms which may vary by contract type. Invoice payment terms are usually 30 days.
For certain contracts, the Company's contracts include usage based fees that constitute variable consideration and are included in the transaction price. We receive payments from customers based upon billing cycles and contract terms which may vary by contract type. Invoice payment terms are usually 30 days.
We classified all our securities with maturitie s beyond 12 months as current assets under the caption short term investments on the consolidated balance sheet. These securities are available to support current operations and we may sell these debt securities prior to their stated maturities. 49 Exchangeable Senior Notes .
We classified all our marketable securities with maturitie s beyond 12 months as current assets under the caption short term investments on the consolidated balance sheet. These securities are available to support current operations and we may sell these debt securities prior to their stated maturities.
Some of the Company's contracts include variable fees that are based on actual usage.
Some of the our contracts include variable fees that are based on actual usage.
In addition, the increase in overall cloud revenue is partially attributed to the growing adoption of our cloud solutions in the Financial Crime and Compliance segment. Revenue derived from our cloud platforms accounted for 72.5% of our total revenue in 2024, as part of our strategy of increasing cloud revenue as a percentage of our total revenue.
In addition, the increase in overall cloud revenue is partially attributed to the growing adoption of our cloud solutions in the Financial Crime and Compliance segment. Revenue derived from our cloud platforms accounted for 76.0% of our total revenue in 2025, as part of our strategy of increasing cloud revenue as a percentage of our total revenue.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses, which requires disaggregated disclosure in the notes to the financial statements, of prescribed categories of expenses within relevant income statement captions.
Recently Issued Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses, which requires disaggregated disclosure in the notes to the financial statements, of prescribed categories of expenses within relevant income statement captions.
To determine revenue recognition for contracts that are within the scope of this standard, we perform the following five steps: 1) Identify the contract(s) with a customer A contract with a customer exists when (i) there is an enforceable contract with the customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services; (ii) the contract has commercial substance; and (iii) we determine that collection of substantially all consideration for goods or services that are transferred is likely based on the customer’s intent and ability to pay the promised consideration.
Actual collection experience may not meet expectations and may result in increased bad debt expense. 50 To determine revenue recognition for contracts that are within the scope of this standard, we perform the following five steps: 1) Identify the contract(s) with a customer A contract with a customer exists when (i) there is an enforceable contract with the customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services; (ii) the contract has commercial substance; and (iii) we determine that collection of substantially all consideration for goods or services that are transferred is likely based on the customer’s intent and ability to pay the promised consideration.
We sell our cloud, products and services directly through our sales-force and indirectly through a global network of distributors, system integrators and strategic partners, all of whom are considered end-users. We recognize revenues in accordance with ASC No. 606, “Revenue from Contracts with Customers” (“ASC 606”).
We sell our cloud, software products and services directly through our sales-force and indirectly through a global network of distributors, system integrators and strategic partners. We recognize revenues in accordance with ASC No. 606, “Revenue from Contracts with Customers” (“ASC 606”).
The revenue growth of our Customer Engagement business segment in 2024 is primarily attributed to the continued increase in demand for our cloud platform CXone Mpower from new customers and ongoing expansion within our installed customer base, driven by further penetration into both large enterprises and the mid-market.
The revenue growth of our Customer Engagement business segment in 2025 is primarily attributed to the continued increase in demand for our cloud platform CXone from new customers and ongoing expansion within our installed customer base, driven by further penetration into the large enterprise market globally.
For products for which the SSP cannot be determined based on observable prices given that the same products are sold for a broad range of amounts (i.e., the selling price is highly variable), the SSP included in a contract with multiple performance obligations is determined by applying a residual approach whereby all other performance obligations within a contract are first allocated a portion of the transaction price based upon their respective SSPs, with any residual amount of transaction price allocated to these product revenues.
For products where the SSP cannot be determined based on observable prices given that the same products are sold for a broad range of amounts (that is, the selling price is highly variable), we apply the residual approach whereby all other performance obligations within a contract are first allocated a portion of the transaction price based upon their respective SSPs, with any residual amount of transaction price allocated to these product revenues.
With our holistic, data and entity-centric approach, we leverage machine learning, NLP (natural language processing), Generative AI and Agentic AI that automate routine tasks, collaborate with analysts and adapt in real time to proactively keep ahead of emerging threats.
With our holistic, data and entity-centric approach, we leverage machine learning, predictive analytics, behavioral analytics, network analytics, NLP (natural language processing), generative AI and Agentic AI to detect suspicious activity and automate routine tasks, collaborate with analysts and adapt in real time to proactively keep ahead of emerging threats.
Revenue Recognition . W e generate revenues from sales of cloud, service and software products, which include software license, SaaS, network connectivity, hosting, support and maintenance, implementation, configuration, project management, consulting and training.
Revenue Recognition . W e generate revenues from sales of cloud, service and software products, which include software license, SaaS, network connectivity, hosting, support and maintenance, implementation, configuration, project management, consulting and training, most of which are considered a separate performance obligation.
Amount of Commitment Expiration Per Period Other Commercial Commitments Total Amounts Committed Less than 1 year 1- 3 years 3- 5 years More than 5 years Guarantees* $ 2,324 $ 84 $ 2,240 * Primarily in connection with office lease agreements .
Amount of Commitment Expiration Per Period Other Commercial Commitments Total Amounts Committed Less than 1 year 1- 3 years 3- 5 years More than 5 years Guarantees* $ 2,595 $ 85 $ 2,172 $ 338 * Primarily in connection with office lease agreements .
For each reporting period, we evaluate whether declines in fair value below the amortized cost are due to expected credit losses, as well as our ability and intent to hold the investment until a forecasted recovery occurs, in accordance with ASC 326.
Gains and losses are recognized when realized, on a specific identification basis, in our consolidated statements of income. For each reporting period, we evaluate whether declines in fair value below the amortized cost are due to expected credit losses, as well as our ability and intent to hold the investment until a forecasted recovery occurs, in accordance with ASC 326.
Our service revenue in 2024 decreased by 7.1%, or $45.4 million, to $596.0 million compared to $641.4 million in 2023, mainly due to a decrease in maintenance revenue, as a growing number of our existing on-premises customers transitioned to our cloud-based solutions.
Our service revenue in 2025 decreased by 6.0%, or $36.0 million, to $560.0 million compared to $596.0 million in 2024, mainly due to a decrease in maintenance revenue, as a growing number of our existing on-premises customers transitioned to our cloud-based solutions.
Our services gross profit was $411.6 in 2024 compared to $452.5 in 2023, representing a decrease of $40.9 million, or 9.0%, which is mainly attributed to a decrease in maintenance and professional services revenue, as a growing number of our existing on-premises customers migrate to our cloud-based solutions.
Our services gross profit was $366.1 in 2025 compared to $411.6 in 2024, representing a decrease of $45.5 million, or 11.1%, which is mainly attributed to a decrease in maintenance revenue, as a growing number of our existing on-premises customers migrate to our cloud-based solutions.
Revenue by Region Years Ended December 31, Percentage (In millions) Change 2024 2023 2023-2024 United States, Canada and Central and South America (“Americas”) $ 2,321.5 $ 1,986.6 16.9 % Europe, the Middle East and Africa (“EMEA”) 278.1 248.0 12.1 % Asia-Pacific (“APAC”) 135.7 142.9 (5.0) % Total revenues $ 2,735.3 $ 2,377.5 15.0 % Revenue in Americas increased in 2024 by 16.9%, or $334.9 million, to $2,321.5 million compared to $1,986.6 million in 2023, mainly due to an increase in cloud revenue for our cloud platforms, primarily from CXone Mpower .
Revenue by Region Years Ended December 31, Percentage (In millions) Change 2025 2024 2024-2025 United States, Canada and Central and South America (“Americas”) $ 2,465.6 $ 2,321.5 6.2 % Europe, the Middle East and Africa (“EMEA”) 325.1 278.1 16.9 % Asia-Pacific (“APAC”) 154.7 135.7 14.0 % Total revenues $ 2,945.4 $ 2,735.3 7.7 % Revenue in Americas increased in 2025 by 6.2%, or $144.1 million, to $2,465.6 million compared to $2,321.5 million in 2024, due to an increase in cloud revenue for our cloud platforms .
By their nature, these judgments will be subject to an inherent degree of uncertainty. Our judgments are based upon our management’s historical experience, terms of existing contracts, observance of trends in the industry, information provided by our customers and information available from other outside sources, as appropriate.
Our judgments are based upon our management’s historical experience, terms of existing contracts, observance of trends in the industry, information provided by our customers and information available from other outside sources, as appropriate.
For these contracts the Company generally allocates the variable fees using the variable consideration allocation exception. 5) Recognize revenue when (or as) the entity satisfies a performance obligation We derive our cloud revenues from subscription services, which are comprised of subscription fees from granting customers access to our cloud platforms, network connectivity and/or services fees for deployment of certain cloud platforms. 47 Revenue from subscription services is recognized when control is transferred to the customer, occurring either evenly over the contract period or based on actual usage.
For these contracts the we generally allocates the variable fees using the variable consideration allocation exception. 51 5) Recognize revenue when (or as) the entity satisfies a performance obligation We derive our cloud revenues from subscription services, which are comprised of subscription fees from granting customers access to our cloud platforms, network connectivity and services fees for deployment of certain cloud platforms.
Net cash used in financing activities was $456.6 million and $290.3 million in 2024 and 2023, respectively. In 2024, net cash used in financing activities was attributed primarily to repurchase of our ordinary shares of $369.2 m illion and repayment of long-term debt in the amount of $192.1 million.
Net cash used in financing activities was $984.3 million and $456.6 million in 2025 and 2024, respectively. In 2025, net cash used in financing activities was attributed primarily to repurchase of our ordinary shares of $488.9 m illion and repayment of long-term debt in the amount of $460.0 million.
Net income increased by $104.3 million to $442.6 million in 2024 compared to $338.3 million in 2023. The increase in 2024 resulted primarily from an increase in our revenue, gross profit, operating income and financial income, partially offset by higher cost of revenue and operating expenses.
Net income increased by $169.5 million to $612.1 million in 2025 compared to $442.6 million in 2024. The increase in 2025 resulted primarily from an increase in our revenue, partially offset by higher cost of revenue and operating expenses.
Cash Flows Generally, we invest our excess cash in highly liquid investment grade securities. As of December 31, 2024, we had $1,621.7 million of cash and cash equivalents and short-term investments, as compared to $1,407.8 million at December 31, 2023. Cash provided by operating activities was $832.6 million and $561.4 million in 2024 and 2023, respectively.
Cash Flows Generally, we invest our excess cash in highly liquid investment grade securities. As of December 31, 2025, we had $417.4 million of cash and cash equivalents and short-term investments, as compared to $1,621.7 million at December 31, 2024. Net cash provided by operating activities primarily resulting from our revenue cash collection.
Our product gross margin increased to 83.6% in 2024 compared to 83.3% in 2023. 53 Operating Expenses Years Ended December 31, Percentage (In millions) Change 2024 2023 2023-2024 Research and development, net $ 360.6 $ 322.7 11.7 % Selling and marketing 642.3 599.1 7.2 % General and administrative 276.9 252.3 9.8 % Total operating expenses $ 1,279.7 $ 1,174.1 9.0 % Research and Development, Net .
Our product gross margin decreased to 83.1% in 2025 compared to 83.6% in 2024. 57 Operating Expenses Years Ended December 31, Percentage (In millions) Change 2025 2024 2024-2025 Research and development, net $ 360.5 $ 360.6 — % Selling and marketing 661.1 642.3 2.9 % General and administrative 288.8 276.9 4.3 % Total operating expenses $ 1,310.4 $ 1,279.7 2.4 % Research and Development, Net .
Our cloud revenue in 2024 increased by 25.4%, or $402.4 million, to $1,984.2 million compared to $1,581.8 million in 2023, mainly due to an increase in the Customer Engagement segment from growing demand for our CXone Mpower cloud platform, including ongoing penetration in the mid-market with further adoption at the high end of the market and increasing international cloud adoption, resulting from both new customers and expansion from existing customers.
Our cloud revenue in 2025 increased by 12.8%, o r $254.2 m illion, to $2,238.4 million compared to $1,984.2 million in 2024, mainly due to an increase in the Customer Engagement segment from growing demand for our CXone cloud platform and our CX AI solutions, including further adoption at the high end of the market and increasing international cloud adoption, resulting from both new customers and expansion from existing customers.
Our revenues increased by approximately Years Ended December 31, Percentage (In millions) Change 2024 2023 2023-2024 Cloud revenue $ 1,984.2 $ 1,581.8 25.4 % Service revenue 596.0 641.4 (7.1) % Product revenue 155.1 154.3 0.5 % Total revenue $ 2,735.3 $ 2,377.5 15.0 % 51 Our revenues increased by approximately $357.8 million, or 15%, from $2,377.5 million in the year ended December 31, 2023 to $2,735.3 million in the year ended December 31, 2024.
Our revenues increased by approximately Years Ended December 31, Percentage (In millions) Change 2025 2024 2024-2025 Cloud revenue $ 2,238.4 $ 1,984.2 12.8 % Service revenue 560.0 596.0 (6.0) % Product revenue 147.0 155.1 (5.2) % Total revenue $ 2,945.4 $ 2,735.3 7.7 % Our revenues increased by approximately $210.1 million, or 7.7%, from $2,735.3 million in the year ended December 31, 2024 to $2,945.4 million in the year ended December 31, 2025.
Gross Profit Years Ended December 31, Percentage (In millions) Change 2024 2023 2023-2024 Gross profit on cloud revenue $ 1,284.4 $ 1,028.2 24.9 % as a percentage of cloud revenue 64.7 % 65.0 % Gross profit on service revenue 411.6 452.5 (9.0) % as a percentage of service revenue 69.1 % 70.5 % Gross profit on product revenue 129.7 128.6 0.9 % as a percentage of product revenue 83.6 % 83.3 % Total gross profit $ 1,825.7 $ 1,609.3 13.4 % as a percentage of total revenue 66.7 % 67.7 % Our cloud gross profit was $1,284.4 in 2024 compared to $1,028.2 in 2023, representing an increase of $256.2 million, or 24.9%.
Gross Profit Years Ended December 31, Percentage (In millions) Change 2025 2024 2024-2025 Gross profit on cloud revenue $ 1,467.9 $ 1,284.4 14.3 % as a percentage of cloud revenue 65.6 % 64.7 % Gross profit on service revenue 366.1 411.6 (11.1) % as a percentage of service revenue 65.4 % 69.1 % Gross profit on product revenue 122.1 129.7 (5.8) % as a percentage of product revenue 83.1 % 83.6 % Total gross profit $ 1,956.1 $ 1,825.7 7.1 % as a percentage of total revenue 66.4 % 66.7 % Our cloud gross profit was $1,467.9 million in 2025 compared to $1,284.4 in 2024, representing an increase of $183.5 million, or 14.3%.
Under this standard, we recognize revenues when a customer obtains control of promised goods or services in an amount that reflects the consideration that we expect to receive in exchange for those goods or services.
Under this standard, we recognize revenues when a customer obtains control of promised goods or services in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. Trade Receivables are recorded when the right to consideration becomes unconditional. Trade receivables are recorded net of credit losses allowance for any potential uncollectible amounts.
Revenue in EMEA increased in 2024 by 12.1%, or $30.1 million, to $278.1 million compared to $248.0 million in 2023, primarily attributed to the increase in cloud revenue for our cloud platforms in both of our business segments.. Revenue in APAC decreased in 2024 by 5.0%, or $ 7.2 million, to $135.7 million compared to $142.9 million in 2023.
Revenue in EMEA increased in 2025 by 16.9%, or $47.0 million, to $325.1 million compared to $278.1 million in 2024, primarily attributed to the increase in cloud revenue for our cloud platforms in both of our business segments. Revenue in APAC increased in 2025 by 14.0%, or $19.0 million, to $154.7 million compared to $135.7 million in 2024.
ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted.
ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the effect of adopting the ASU on our disclosures.
Liquidity and Capital Resources To date, we have financed our operations, acquisitions and the repurchase of our equity, primarily through cash generated from our operating activities as well as through debt financing in the form of Exchangeable Notes. 54 As of December 31, 2024, we had $1,621.7 million of cash equivalents and in short-term investments, which included $481.7 million in cash and cash equivalents, and $1,140.0 million in short-term investments.
Liquidity and Capital Resources To date, we have financed our operations, acquisitions and the repurchase of our equity, primarily through cash generated from our operating activities. 58 As of December 31, 2025, we had $417.4 million of cash equivalents and in short-term investments, which included $379.4 million in cash and cash equivalents, and $38.0 million in short-term investments.
Revenue is measured based on the consideration specified in a contract with a customer, excluding taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that we collect from a customer.
Revenue is measured based on the consideration specified in a contract with a customer, excluding taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that we collect from a customer. 4) Allocate the transaction price to the performance obligations of the contract We allocate the transaction price to each performance obligation identified based on its relative standalone selling price (“SSP”) out of the total consideration of the contract.
Selling and marketing expenses increased by $43.1 million to $642.3 million in 2024 compared to $599.1 million in 2023, which represented 23.5% and 25.2% of total revenues in 2024 and 2023, respectively. The increase in selling and marketing expenses is attributed primarily to an increase in headcount, stock-based compensation costs and intangible assets amortization. General and Administrative Expenses .
Selling and Marketing Expenses . Selling and marketing expenses increased by $18.8 million to $661.1 million in 2025 compared to $642.3 million in 2024, which represented 22.5% and 23.5% of total revenues in 2025 and 2024, respectively. The increase in selling and marketing expenses is attributed primarily to salary expenses due to an increase in headcount and intangible assets amortization.
Our long-lived assets include goodwill, property and equipment and identifiable other intangible assets that are subject to amortization. Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired.
Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired.
In 2023, net cash used in financing activities was attribu ted primarily to repurchase of our ordinary shares of $288.4 million and repayment of long-term debt in the amount of $2.6 million, which were partially offset by proceeds from the issuance of shares upon the exercise of options of $2.6 million. 55 Contractual and Other Obligations Set forth below are our material contractual obligations and other commercial commitments as of December 31, 2024 (in thousands).
In 2024, net cash used in financing 59 activities was attributed primarily to repurchase of our ordinary shares of $369.2 m illion and repayment of long-term debt in the amount of $192.1 million. Contractual and Other Obligations Set forth below are our material contractual obligations and other commercial commitments as of December 31, 2025 (in thousands).
Financial Expenses and Other, net Years Ended December 31, Percentage (In millions) Change 2024 2023 2023-2024 Financial income and other, net 58.9 22.5 161.8 % Financial Expense income and Other, net. Financial income and other, net, increased by $36.4 million to income of $ 58.9 million in 2024 compared to $ 22.5 million in 2023.
Financial Expenses and Other, net Years Ended December 31, Percentage (In millions) Change 2025 2024 2024-2025 Financial income and other, net 58.3 58.9 (1.0) % Financial Expense income and Other, net. Financial income and other, net, decreased by $0.6 million to inc ome of $58.3 million in 2025 compared to $58.9 million in 2024.
For additional information see Note 1b to our Consolidated Financial Statements included elsewhere in this annual report. The acquisitions were accounted for by the acquisition method of accounting, and, accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values.
The Cognigy acquisition was accounted for by the acquisition method of accounting, and, accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values. The results of operations related to each acquisition are included in our consolidated statements of income from the date of acquisition.
The results of operations related to each acquisition are included in our consolidated statements of income from the date of acquisition. Critical Accounting Estimates We prepare our consolidated financial statements in accordance with U.S. GAAP. Certain accounting policies require that we apply significant judgment in determining the appropriate assumptions for calculating financial estimates.
Critical Accounting Estimates We prepare our consolidated financial statements in accordance with U.S. GAAP. Certain accounting policies require that we apply significant judgment in determining the appropriate assumptions for calculating financial estimates. By their nature, these judgments will be subject to an inherent degree of uncertainty.
Our cost of product revenue in 2024 decreased by $0.2 million, or 0.8%, compared to 2023 and decreased as a percentage of product revenue compared to 2023, mainly due to decreased scale in our product business in 2024.
Our cost of service revenue in 2025 increased by $9.5 million, or 5.2%, compared to 2024 and increased as a percentage of service revenue compared to 2024 . Our cost of product revenue in 2025 decreased by $0.6 million, or 2.2%, compared to 2024 and remained stable as a percentage of product revenue compared to 2024.
Support and maintenance service revenues are recognized when control is transferred to the costumer, occurring evenly over the maintenance contract term, as the services have a consistent continuous pattern of transfer to a customer. professional services revenues, except fees for deployment of certain cloud platforms, are recognized as services are performed. Impairment of Long-Lived Assets .
Software license revenues are recognized at the point in time when the software license is delivered, and the customer obtains control of the license asset. Support and maintenance service revenues are recognized when control is transferred to the costumer, occurring evenly over the maintenance contract term, as the services have a consistent continuous pattern of transfer to a customer.
The increase consisted of a $307.7 million increase in Customer Engagement revenue and $50.1 million increase in Financial Crime and Compliance revenue.
The increase consisted of 55 a $178.2 million increase in Customer Engagement revenue and a $31.9 mi llion increase in Financial Crime and Compliance revenue.
Recently Issued Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topics 740): Improvements to Income Tax Disclosures", which expands the disclosure requirements for income taxes, primarily related to the rate reconciliation and income taxes paid. This guidance is effective for the fiscal years beginning after December 15, 2024. Early adoption is permitted.
In December 2023, the Financial Accounting Standards Board issued ASU 2023-09- Income Taxes (Topics 740): Improvements to Income Tax Disclosures, which expands the disclosure requirements for income taxes, primarily related to the rate reconciliation and income taxes paid.
Marketable securities classified as “available-for-sale” (“AFS”) are carried at fair value. Unrealized gains and losses are reported in a separate component of shareholders’ equity in accumulated other comprehensive income, net of taxes. Gains and losses are recognized when realized, on a specific identification basis, in our consolidated statements of income.
Management determines the appropriate classification of our investments in debt securities at the time of purchase and re-evaluates such determinations at each balance sheet date . 53 Marketable securities classified as “available-for-sale” (“AFS”) are carried at fair value. Unrealized gains and losses are reported in a separate component of shareholders’ equity in accumulated other comprehensive income, net of taxes.
Revenue from software license, support and maintenance services are recognized at the time the related performance obligation is satisfied by transferring the promised product or service to the customer. Software license revenues are recognized at the point in time when the software license is delivered, and the customer obtains control of the asset.
Services fees for deployment, which are considered as material rights, are initially deferred and recognized over the average customer life. Revenue from software license, support and maintenance services are recognized at the time the related performance obligation is satisfied by transferring the promised product or service to the customer.
General and administrative expenses in 2024 were $276.9 million compared to $252.3 million in 2023, which represented 10.1% of total revenues in 2024, as compared to 10.6% of total revenues in 2023. The increase in general and administrative expenses is attributed primarily to an increase in salaries and related costs and reduced gains arising from remeasurement of contingent consideration liability.
General and Administrative Expenses . General and administrative expenses in 2025 were $288.8 million compared to $276.9 million in 2024, which represented 9.8% of total revenues in 2025, as compared to 10.1% of total revenues in 2024. The increase in general and administrative expenses is attributed primarily to increase in sub-contractors spend.
We account for investments in debt securities in accordance with ASC 320, “Investments - Debt Securities” and ASC No. 326, “Financial Instruments - Credit Losses”. Management determines the appropriate classification of our investments in debt securities at the time of purchase and re-evaluates such determinations at each balance sheet date .
We account for investments in debt securities in accordance with ASC 320, “Investments - Debt Securities” and ASC No. 326, “Financial Instruments - Credit Losses”.
Net cash from oper ations in 2023 consisted primarily of net income of $338.3 million, adjusted for non-cash activities such as depreciation and amortization of $167.4 million, stock-based compensation of $176.7 million , an increase in deferred taxes of $66.6 mill ion as well as working capital changes derived fr om a decrease in deferred revenues of $ 45.9 million, a decrease in accrued expenses and other liabilities of $ 55.7 million, partially offset by an increase in trade receivables of $34.3 million.
Net cash provided by operating activities in 2025 consisted primarily of net income of $612.1 million, adjusted for non-cash activities such as depreciation and amortization of $199.0 million, stock-based compensation of $146.0 million, an increase in deferred taxes of $10.5 million as well as working capital changes derived from a decrease in prepaid expenses and other current assets of $40.7 million, partially offset by a decrease in accrued expenses and other liabilities of $175.1 million, an increase in trade receivables of $75.8 million, an increase in deferred revenue of $22.8 and a decrease in operating lease liabilities of $16.3.
Net cash used in investing activities was $397.4 million and $293.6 million in 2024 and 2023, respectively.
Net cash provided by (used) in investing activities was $160.0 million an d $(397.4) m illion in 2025 and 2024, respectively.
Our cloud gross profit as a percentage of cloud revenue decreased to 64.7% in 2024 compared to 65.0% in 2023.
Our cloud gross profit as a percentage of cloud revenue increased to 65.6% in 2025 compared to 64.7% in 2024. The increase in cloud gross profit and margin is mainly attributed to an increase in our cloud business.
The decrease was partially offset by an increase in cloud revenue from CXone Mpower and the Customer Engagement segments. 52 Cost of Revenue Years Ended December 31, Percentage (In millions) Change 2024 2023 2023-2024 Cost of cloud revenue $ 699.7 $ 553.7 26.4 % Cost of service revenue 184.4 188.9 (2.4) % Cost of product revenue 25.4 25.6 (0.8) % Total cost of revenue $ 909.5 $ 768.2 18.4 % Our cost of cloud revenue in 2024 increased by $146.0 million, or 26.4% compared to 2023, and remained stable as a percentage of cloud revenue.
The increase in revenue in 2025 is attributed to the increase in cloud revenue in both of our business segments. 56 Cost of Revenue Years Ended December 31, Percentage (In millions) Change 2025 2024 2024-2025 Cost of cloud revenue $ 770.5 $ 699.7 10.1 % Cost of service revenue 193.9 184.4 5.2 % Cost of product revenue 24.8 25.4 (2.2) % Total cost of revenue $ 989.3 $ 909.5 8.8 % Our cost of cloud revenue in 2025 increased by $70.8 million, or 10.1% compared to 2024, and slightly increased as a percentage of cloud revenue.
In 2023, net cash used in investing activities consisted primarily of payment for an acquisition in the amount of $415.2 million, purchase of property and equipment of $29.2 million and capitalization of internal use software costs of $55.0 million, partially offset by net proceeds from investment in marketable securities and short-term bank deposits of $205.8 million.
In 2025, net cash provided by investing activities consisted primarily of net marketable securities of $908.8 million offset by payment for acquisitions in the aggregate amount of $856.1 million, purchase of property and equipment of $18.9 million and capitalization of internal use software costs of $74.8 million.
Recent Acquisitions From time to time we complete acquisitions and investments. Some of them are not considered material to our business and operations. During 2024, we completed two acquisitions for total consideration of approximately $68.9 million. During 2023, we completed an acquisition for total consideration of approximately $446.9 million.
Recent Acquisitions From time to time we make acquisitions and investments. Some of them are not considered material to our business and operations. During 2025, we completed the acquisition of Cognigy, a global market leader in conversational and agentic AI, for total final consideration of $887.3 million, as well as an additional acquisition for total consideration of $36.5 million.
Overview NICE is a global enterprise software leader, providing AI-powered cloud platforms that serve two main markets: Customer Engagement and Financial Crime and Compliance. Our core mission is to automate customer service by seamlessly orchestrating workflows, AI and human agents, and enterprise knowledge on CXone Mpower - a leading advanced and comprehensive AI platform.
Overview NiCE is a global enterprise software leader, delivering mission-critical AI-powered cloud platforms that serve two main markets: Customer Engagement and Financial Crime and Compliance. Our platforms are designed to automate complex, high-volume, and highly regulated workflows where reliability, security, and measurable outcomes are essential.
Net research and development expenses increased by $37.9 million to $360.6 million in 2024 compared to $322.7 million in 2023, and represented 13.2% and 13.6% of revenues in 2024 and 2023, respectively.
Net research and development expenses decreased by $0.1 million to $360.5 million in 2025 compared to $360.6 million in 2024, and represented 12.2% and 13.2% of revenues in 2025 and 2024, respectively. Research and development expenses increased on a gross basis while the decrease is attributed primarily to an increase in capitalization of software development costs.
The increase in the cost of cloud revenue is primarily due to an increase in our public cloud costs associated with an increase in our cloud sales. Our cost of service revenue in 2024 decreased by $4.5 million, or 2.4%, compared to 2023 and slightly increased as a percentage of service revenue compared to 2023.
The increase in the cost of cloud revenue is primarily due to an increase in our public cloud costs associated with an increase in our cloud sales as well as additional infrastructure investments to support sovereign cloud deployments for international expansion.
Revenue from network connectivity is based on customer call usage and is recognized in the period the call is initiated. Services fees for deployment, which are considered as material rights, are initially deferred and recognized over the average customer life.
Revenue from subscription services is recognized when control is transferred to the customer, occurring either evenly over the contract period as services have a consistent continuous pattern of transfer to the customer, or based on actual usage. Revenue from network connectivity is based on customer call usage and is recognized in the period the call is initiated.
As a percentage of service revenue , o ur services gross profit was 69.1% in 2024 compared to 70.5% in 2023. Our product gross profit was $129.7 in 2024 compared to $128.6 in 2023, representing an increase of $1.1 million, or 0.9%, which is attributed to an increase from the Financial Crime and Compliance segment .
As a percentage of service revenue , o ur services gross profit was 65.4% in 2025 compared to 69.1% in 2024.
Under ASC 350, "Intangible - Goodwill and Other" ("ASC 350"), goodwill is not amortized, but rather is subject to an annual impairment test.
Under ASC 350, "Intangible - Goodwill and Other" ("ASC 350"), goodwill is not amortized but rather subject to an annual impairment test, which we perform as at the fourth quarter of each year, or if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount.
Our product revenue in 2024 increased by 0.5%, or $0.8 million, to $155.1 million compared to $154.3 million in 2023, as demand increased for on-premises products in 2024 compared to 2023, in the Financial Crime and Compliance business segment.
Our product revenue in 2025 decreased by 5.2%, or $8.1 million, to $147.0 million compared to $155.1 million in 2024, as customers are increasingly shifting towards cloud-based solutions.
Removed
We protect financial services organizations with embedded AI to help prevent money laundering and fraud, as well as ensure financial markets compliance in real-time.
Added
In Customer Engagement, our CXone platform enables enterprises to automate customer service by orchestrating workflows, AI and human agents, and enterprise knowledge within a single, unified AI platform. In Financial Crime and Compliance, we provide embedded AI solutions that help financial institutions prevent money laundering and fraud, and ensure real-time regulatory compliance across financial markets.
Removed
Our strategy is based on serving rapidly expanding, specialized markets that require feature-rich solutions, with robust, comprehensive cloud platforms that are spearheaded by AI as an overarching catalyst, propelling our unique AI-driven vectors of growth: using AI differentiation to expand our cloud win rates, positioning AI as the bedrock for driving rapid expansion into digital, utilizing AI to fuel massive platform-adoption and leveraging AI as a lucrative source for new domain-specific use-cases.
Added
Our strategy is based on serving specialized and rapidly expanding markets that demand feature-rich solutions, delivered through secure, enterprise-grade cloud platforms. AI is foundational to this strategy, driving differentiation, accelerating cloud adoption, and enabling customers to automate increasingly complex workflows at scale.

… 36 more changes not shown on this page.

Item 6. [Reserved]

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

0 edited+129 added−1 removed0 unchanged
Removed
Item 6. Directors, Senior Management and Employees 57 Item 7. Major Shareholders and Related Party Transactions 70 Item 8. Financial Information 71 Item 9. The Offer and Listing 71 Item 10. Additional Information 71 Item 11. Quantitative and Qualitative Disclosures About Market Risk 87 Item 12. Description of Securities Other than Equity Securities 89 PART II
Added
Item 6.C. Board Practices Corporate Governance Practices We are incorporated in Israel and therefore are subject to various corporate governance practices under the Israeli Companies Law, relating to such matters as external directors, the internal audit committee, the internal auditor and approvals of interested party transactions.
Added
These matters are in addition to the ongoing listing conditions of the Nasdaq and other relevant provisions of U.S. securities laws.
Added
Under applicable Nasdaq rules, a foreign private issuer may generally follow its home country rules of corporate governance in lieu of comparable Nasdaq requirements, except for certain matters such as composition and responsibilities of the audit committee and the independence of its members. For further information, see Item 16G, “Corporate Governance” of this annual report.
Added
General Board Practices Our articles of association provide that the number of directors serving on the Board shall be not less than three but shall not exceed 13.
Added
Our directors, other than external directors, are elected at the annual shareholders meeting to serve until the next annual meeting or until their earlier resignation, death, bankruptcy, incapacity or removal by a resolution of the general shareholders meeting. Directors may be re-elected at each annual shareholders’ meeting.
Added
The Board may appoint additional directors to fill a vacancy however occurring (including a vacancy resulting from the number of directors serving being less than the maximum number stated in article 32(a) of our articles of association), to serve until the next annual shareholders meeting, provided, however, that the Board shall have no obligation to fill any vacancy unless the number of directors is less than three.
Added
The Board may, subject to the provisions of the Israeli Companies Law, appoint a committee of the Board and delegate to such committee all or any of the powers of the Board, as it deems appropriate.
Added
Notwithstanding the foregoing and subject to the provisions of the Israeli Companies law, the Board may, at any time, amend, restate or cancel the delegation of any of its powers to any of its committees.
Added
The Board has appointed an internal audit and ESG committee under the Israeli 68 Companies Law that has three members, an audit committee that has five members, a compensation committee that has four members, a nominating committee that has two members and a mergers and acquisitions committee that has five members.
Added
In addition, from time to time the Board may appoint an ad hoc committee for certain purposes, such as the review, negotiation and recommendation of approval of M&A transactions. We do not have, nor do our subsidiaries have, any service contracts granting to the directors any benefits upon termination of their service as Board members.
Added
External Directors Except as discussed below, under the Israeli Companies Law companies incorporated under the laws of Israel whose shares have been offered to the public in or outside of Israel are required to appoint at least two “external” directors.
Added
Pursuant to regulations under the Israeli Companies Law that took effect in April 2016, a Nasdaq-listed company that does not have a controlling shareholder is entitled to opt out of the provisions of the Israeli Companies Law requiring at least two external directors and certain related requirements, so long as the company complies with the SEC regulations and Nasdaq listing rules regarding independent directors and the composition of the audit and compensation committees.
Added
The Israeli Companies Law provides that a “controlling shareholder” generally means a shareholder that has the ability to direct the activities of the company, other than by virtue of being an office holder.
Added
In addition, with respect to certain matters under the Israeli Companies Law, a shareholder that holds 25% or more of the voting rights in a public company may be deemed a controlling shareholder if no other shareholder holds more than 50% of the voting rights in the company.
Added
In December 2016, our shareholders approved amendments to our articles of association, pursuant to which our Board of Directors may elect to opt out of such requirements for appointment of external directors (together the “2016 Relief Amendments”). At this time, our Board of Directors has not made an election to opt out of such requirements.
Added
External directors are required to possess professional qualifications as set out in regulations promulgated under the Israeli Companies Law, and at least one of the external directors is required to have financial and accounting expertise.
Added
A director with accounting and financial expertise is a director who, due to his or her education, experience and skills, possesses a high degree of proficiency in, and an understanding of, business accounting matters and financial statements, such that he or she is able to understand the financial statements of the company in depth and initiate a discussion about the manner in which financial data is presented.
Added
A director is deemed to have “professional expertise” if he or she holds an academic degree in certain fields or has at least five years of experience in certain senior positions.
Added
The Israeli Companies Law provides that a person may not be appointed as an external director if (i) such person or person’s relative or affiliate has, at the date of appointment, or had at any time during the two years preceding such date, any affiliation with the company, a controlling shareholder thereof or their respective affiliates; or (ii) in a company that does not have a 25% shareholder, such person has an affiliation with any person who, at the time of appointment, is the chairman, the chief executive officer, the chief financial officer or a 5% shareholder of the company.
Added
In general, the term “affiliation” includes: an employment relationship; a business or professional relationship maintained on a regular basis; control; and service as an office holder.
Added
No person may serve as an external director if the person’s position or other activities create or may create a conflict of interest with the person’s responsibilities as an external director or may otherwise interfere with the person’s ability to serve as an external director.
Added
Until the lapse of two years from termination of office, a company or its controlling shareholder may not give any direct or indirect benefit to the former external director.
Added
External directors are to be elected by a majority vote at a shareholders’ meeting, provided that either: • the majority of shares voted at the meeting shall include at least a majority of the shares of non-controlling shareholders and shares of shareholders who do not have a personal interest (as such term is defined by the Israeli Companies Law) in the approval of such item, present at the meeting and voting on the matter (without taking into account the votes of the abstaining shareholders); or • the total number of shares of non-controlling shareholders voted against the election of the external directors does not exceed two percent of the aggregate voting rights in the company.
Added
The initial term of an external director is three years and may be extended for up to two additional three-year terms.
Added
Thereafter, he or she may be reelected by our shareholders for additional periods of up to three years each only if the internal audit committee and the Board of Directors confirm that, in light of the external director’s expertise and special contribution to the work of the Board of Directors and its committees, the reelection for such additional period is beneficial to the company.
Added
Prior to the approval of the reelection of an external director at a general meeting of shareholders, the shareholders must be informed of the term previously served by him or her and of the reasons why the internal audit committee and the Board of Directors recommended the extension of his or her term.
Added
Reelection of an external director may be effected through 69 one of the following mechanisms: (1) the Board of Directors proposed the reelection of the nominee and the election was approved by the shareholders in the same manner required to appoint external directors for their initial term; or (2) one or more shareholders holding the applicable percentage of a company’s voting rights, as required by the Israeli Companies Law, that entitles such shareholder to request the Board of Directors include a certain item on the agenda of a General Meeting, and the reelection is approved in the same manner required to appoint external directors for their initial term.
Added
An external director may be removed only in a general meeting, by the same percentage of shareholders as is required for electing an external director, or by a court, and in both cases only if the external director ceases to meet the statutory qualifications for appointment or if he or she has violated the duty of loyalty to us.
Added
Unless we actually adopt the applicable relief provided under the 2016 Relief Amendments, each committee of the Company’s Board of Directors which is empowered to exercise any of the Board’s powers is required to include at least one external director, provided that each of the internal audit committee and compensation committee must include all of the external directors.
Added
At this time, our Board of Directors has not made an election to opt out of such requirements. An external director is entitled to compensation as provided in regulations adopted under the Israeli Companies Law and is otherwise prohibited from receiving any other compensation, directly or indirectly, from the company.
Added
In accordance with such regulations, our shareholders approved that our external directors are to receive compensation equal to that paid to the other members of the Board of Directors. For further information, please see Item 6, “Directors, Senior Management and Employees—Compensation” in this annual report.
Added
Financial and Accounting Expertise Pursuant to the Israeli Companies Law, our Board of Directors has determined that at least one member of our Board of Directors must be an “accounting and financial expert.” The Israeli Companies Law requires that all external directors must be “professionally qualified.” Under applicable Nasdaq rules, each member of our audit committee must be financially literate and at least one of the members must have experience or background that results in such member’s financial sophistication.
Added
Our Board of Directors has determined that each of Dan Falk and Yocheved Dvir is an “accounting and financial expert” for purposes of the Israeli Companies Law and is financially sophisticated for purposes of applicable Nasdaq rules. See also Item 16A, “Audit Committee Financial Expert” in this annual report.
Added
Independent Directors Under the rules of the Nasdaq, a majority of our directors are required to be “independent” as defined in applicable Nasdaq rules. All of our directors satisfy the respective independence requirements of Nasdaq.
Added
In addition, our articles of association provide that, if we do not have a shareholder that holds 25% or more of our issued and outstanding share capital, a majority of the directors must be “independent” as defined in the Israeli Companies Law and the regulations promulgated thereunder.
Added
If we have a shareholder that holds 25% or more of our issued and outstanding share capital, then at least one third of the directors must be “independent.” All of our directors satisfy the respective independence requirements of the Israeli Companies Law.
Added
The qualifications for independent directors under the Israeli Companies Law are similar to those for external directors, as described above under “External Directors”, including the nine-year term limit and the ability to extend such term beyond nine years upon the approval of our internal audit committee and Board of Directors.
Added
Internal Audit Committee The Israeli Companies Law requires public companies to appoint an internal audit committee. The role of the internal audit committee under the Israeli Companies Law is to examine flaws in the management of the company’s business in consultation with the internal auditors and the independent accountants, and to propose remedial measures to the Board.
Added
The internal audit committee also reviews interested party transactions for approval as required by law, including approval of the remuneration of a director in any capacity, which also requires Board, compensation committee and shareholder approval.
Added
The internal audit committee also assesses our internal audit system and the performance of our internal auditor and oversees the implementation and enforcement of our compliance program.
Added
In addition, the internal audit committee is responsible for establishing procedures for the handling of employees’ complaints as to deficiencies in the management of the Company’s business and the protection to be provided to such employees, and where the Board approves the working plan of the internal auditor, the internal audit committee examines such working plan before its submission to the Board and proposes amendments thereto. 70 Under the Israeli Companies Law, an internal audit committee must consist of at least three directors, including all of the external directors.
Added
The members of the internal audit committee must satisfy certain independence standards under the Israeli Companies Law, and the chairman of the internal audit committee must be an external director.
Added
The following may not serve as members of the internal audit committee: the chairman of the Board of Directors, any director employed by the company or by its controlling shareholder or by an entity controlled by the controlling shareholder, a director who regularly provides services to the company or to its controlling shareholder, any director who derives most of its income from the controlling shareholder and a controlling shareholder or any relative of a controlling shareholder.
Added
Pursuant to the 2016 Relief Amendments, the Company may elect to opt out of the composition and attendance rules set with respect to the internal audit committee under the Israeli Companies Law, so long as the Company complies with the SEC regulations and Nasdaq listing rules regarding the composition and attendance rules in that respect.
Added
At this time, our Board of Directors has not made an election to opt out of such requirements. All of the current members of our Internal Audit and ESG Committee (presently comprised of Yocheved Dvir (Chair), Dan Falk and Zehava Simon) meet these qualifications.
Added
Internal Auditor Under the Israeli Companies Law, the Board of Directors must appoint an internal auditor, proposed by the internal audit committee. The role of the internal auditor is to examine, among other matters, whether the company’s activities comply with the law and orderly business procedures.
Added
Under the Israeli Companies Law, the internal auditor may be an employee of the company but may not be an interested party or office holder, or a relative of any interested party or office holder and may not be a member of the company’s independent accounting firm or its representative.
Added
We have appointed an internal auditor in accordance with the requirements of the Israeli Companies Law.
Added
Audit Committee The Nasdaq rules require that the audit committee of a listed company be composed of at least three directors, each of whom is (i) independent; (ii) does not receive any compensation (except for Board fees) from the company; (iii) is not an affiliated person of the company or any subsidiary; and (iv) has not participated in the preparation of the company’s (or a current subsidiary’s) financial statements during the past three years.
Added
All of the current members of our audit committee (presently comprised of Zehava Simon (Chair), Rimon Ben-Shaoul, Dan Falk, Yocheved Dvir and Joe Cowan) meet the Nasdaq standards described above.
Added
Our audit committee has adopted a charter specifying the committee’s purpose and outlining its duties and responsibilities which include, among other things, (i) appointing, retaining and compensating the company’s independent auditor, subject to Board of Directors and shareholder approval, (ii) pre-approving all services of the independent auditor, (iii) reviewing the annual audited financial statements and quarterly financial statements and the content of our earnings press releases, and (iv) overseeing our accounting and financial reporting processes and the audits of our financial statements.
Added
Our audit committee is also authorized to act as our “qualified legal compliance committee.” As such, our audit committee will be responsible for investigating reports made by attorneys appearing and practicing before the SEC in representing us, of perceived material violations of U.S. federal or state securities laws, breaches of fiduciary duty or similar material violations of U.S. law by us or any of our agents.
Added
We believe we currently meet the applicable Nasdaq requirements with respect to our Audit Committee and we intend to continue to take all actions as may be necessary for us to maintain our compliance with applicable Nasdaq requirements with respect to our Audit Committee.
Added
Compensation Committee As required by Nasdaq rules, our compensation committee approves the compensation of our executive officers. The compensation committee is also authorized to approve the grant of stock options and other securities to eligible grantees under our benefit plans pursuant to guidelines adopted by our Board of Directors.
Added
However, grants of stock options and other securities to our executive officers also require approval of our Board of Directors. Under the Israeli Companies Law, the Board of Directors of a public company must establish a compensation committee.
Added
Pursuant to the 2016 Relief Amendments, the Company may elect to opt out of the relevant composition and attendance rules set under the Israeli Companies Law, and to comply with the SEC regulations and Nasdaq listing rules that apply to the composition and attendance rules of a compensation committee.
Added
At this time, our Board of Directors has not made an election to opt out of such requirements and 71 we have continued to comply with the Israeli Companies Law with respect to the composition and attendance rules of a compensation committee, as our compensation committee consists of at least three directors who satisfy the independence qualifications detailed above in “External Directors”, and the chairman of the compensation committee is an external director.
Added
Under the Israeli Companies Law, the compensation committee must (i) approve, for subsequent approval by the Board of Directors and then by the shareholders (by a special majority), a policy governing the compensation of office holders based on specified criteria, (ii) review modifications to the Compensation Policy from time to time, and its implementation and (iii) to approve the actual compensation terms of office holders prior to the approval thereof by the Board of Directors and to the extent required also the approval of Company's shareholders.
Added
Under the Israeli Companies Law, the Board of Directors may resolve to adopt the Compensation Policy even if it is not approved by the shareholders, provided that after the shareholders oppose the approval of such policy, the compensation committee and the Board of Directors each determine, after having reconsidered the matter, to approve it, based on detailed arguments.
Added
Pursuant to the Nasdaq rules, our compensation committee is required to consist of at least two members, with all members of the compensation committee required to be independent, unless we elect to take advantage of the exemption provided to foreign private issuers to comply with home country practice instead of the listing rules of exchanges such as Nasdaq.
Added
At this time, our Board of Directors has not made an election to opt out of such requirements.
Added
The determination of whether a director is independent takes into account all factors relevant to whether a director has a relationship with the Company which would be material to such director’s ability to be independent from management in connection with carrying out the duties of a compensation committee member.
Added
Factors required for consideration in making this determination specifically include (i) the source of compensation of such director (including any consulting, advisory or other compensatory fee paid to such director) and (ii) whether such director is affiliated with the Company or one of its affiliates or subsidiaries.
Added
Pursuant to the Nasdaq rules, we are also required to have a compensation committee charter, which, among other things, must set forth the scope of the compensation committee’s responsibilities and how they will be carried out, as well as grant the compensation committee the power to retain compensation advisers following consideration of certain factors that may be indicative of a conflict of interest by the compensation adviser in rendering compensation advice.
Added
Our Board of Directors adopted a compensation committee charter that includes the requirements of the Nasdaq rules. However, the charter provides that if there is any conflict between the responsibilities and requirements set forth therein and either the Israeli Companies Law or the Compensation Policy, the latter will govern.
Added
For information regarding the Compensation Policy, see Item 10, “Additional Information – Memorandum and Articles of Association – Approval of Office Holder Compensation” in this annual report. We do not believe that there are any existing conflicts between the compensation committee charter and either of the Israeli Companies Law or the Compensation Policy.
Added
However, if any such conflict should develop such that we are no longer in compliance with the requirements of the Nasdaq rules, we intend to utilize the foreign private issuer exemption described above with respect to such requirement, and in accordance with the Nasdaq rules we will disclose the practice that we follow in lieu of the applicable Nasdaq requirement in our future annual reports.
Added
All of the current members of the compensation committee (presently comprised of Dan Falk (Chairman), Yocheved Dvir, Leo Apotheker and Zehava Simon) satisfy the respective independence requirements of both the Nasdaq rules and the Israeli Companies Law.
Added
Compensation Policy Under the Israeli Companies Law, the Compensation Policy must serve as the basis for decisions concerning the financial terms of employment or engagement of office holders, including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement.
Added
The Compensation Policy must relate to certain factors, including advancement of the Company’s objectives, the Company’s business and its long-term strategy, and creation of appropriate incentives for office holders. It must also consider, among other things, the company’s risk management, size and the nature of its operations.
Added
The Compensation Policy must furthermore consider the following additional factors: the education, skills, expertise and accomplishments of the relevant officer holder; the officer holder’s roles and responsibilities and prior compensation agreements with him or her; the relationship between the cost of the terms of service of an office holder and the average median compensation of the other employees of the Company (including those employed through manpower companies), in particular the ratio between such cost to the average and median salary of such employees of the Company including the impact of disparities in salary upon work relationships in the Company; if the terms of employment include variable components the possibility of reducing variable compensation at the discretion of the Board 72 of Directors; the possibility of setting a limit on the exercise value of non-cash variable compensation; and as to severance compensation, the period of service of the office holder, the terms of his or her compensation during such service period, the Company’s performance during that period of service, the person’s contribution towards the Company’s achievement of its goals and the maximization of its profits, and the circumstances under which the person is leaving the Company.
Added
The Compensation Policy must also include the following principles, with the exception of office holders who report to the chief executive officer: a means of determining the variable components on the basis of long-term performance and measurable criteria; provided that the Company may determine that an immaterial part of the variable components of the compensation package of an office holder shall be awarded based on non-measurable criteria, or if such amount is not higher than three months’ salary per annum, taking into account such office holder’s contribution to the Company; the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation at the time of payment, or in the case of equity-based compensation, at the time of grant; the conditions under which an officer holder would be required to repay compensation paid to him or her if it was later shown that the data upon which such compensation was based was inaccurate and such data was restated in the Company’s financial statements; the minimum holding or vesting period for variable, equity-based compensation to be set in the terms of office or employment, as applicable, while taking into consideration long-term incentives; and maximum limits for severance compensation.
Added
The Compensation Policy must also consider appropriate incentives from a long-term perspective.
Added
Our Compensation Policy is designed to promote our long-term goals, work plan and policy, and retain, motivate and incentivize our directors and executive officers, while considering the risks that our activities involve, our size, the nature and scope of our activities and the contribution of an officer to the achievement of our goals and maximization of profits, and align the interests of our directors and executive officers with our long-term performance.
Added
To that end, a portion of an executive officer compensation package is targeted to reflect our short and long-term goals, as well as the executive officer’s individual performance.
Added
On the other hand, our Compensation Policy includes measures designed to reduce our officer’s incentives to take excessive risks that may harm us in the long term, such as limits on the value of cash bonuses and equity-based compensation, limitations on the ratio between the variable and the total compensation of an executive officer and minimum vesting periods for equity-based compensation.
Added
Our Compensation Policy also addresses our executive officer’s individual characteristics (such as his or her respective education, skills, expertise, professional experience, and contribution to the attainment of our goals) as the basis for compensation variation among our executive officers, and considers the internal ratios between compensation of our executive officers and directors and other employees.
Added
Pursuant to our Compensation Policy, the compensation that may be granted to an executive officer may include: base salary, annual bonuses, equity-based compensation, benefits and retirement and termination of service arrangements. All cash bonuses are limited to maximum amounts linked to the executive officer’s base salary.
Added
An annual cash bonus may be awarded to executive officers upon the attainment of pre-set periodic objectives and individual targets.

… 50 more changes not shown on this page.

Item 7. Management's Discussion & Analysis

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

2 edited+9 added−3 removed0 unchanged
Biggest changeAs of March 16, 2025, we had 40 regist ered ADS holders of record in the United States, with our ADS holders holding in total approximately 76% of our outstanding ordinary shares, as reported by JPMorgan Chase Bank, N.A., the depositary for our ADSs.
Biggest changeAs of February 18, 2026, we had 41 regist ered ADS holders of record in the United States, with our ADS holders holding in total approximately 76% of our outstanding ordinary shares, as reported by JPMorgan Chase Bank, N.A., the depositary for our ADSs.
To our knowledge, we are not directly or indirectly owned or controlled by another corporation or by any foreign government and there are no arrangements that might result in a change in control of our company. Related Party Transactions Other than transactions related to compensation of our executive officers and directors as described under “Item 6.
To our knowledge, we are not directly or indirectly owned or controlled by another corporation or by any foreign government and there are no arrangements that might result in a change in control of our company. Item 7.B. Related Party Transactions Other than transactions related to compensation of our executive officers and directors as described under “Item 6.
Removed
Item 7. Major Shareholders and Related Party Transactions Major Shareholders As of March 16, 2025, we are not aware of any beneficial owner holding 5% or more of our outstanding ordinary shares.
Added
Item 7.A. Major Shareholders The following table sets forth certain information with respect to the beneficial ownership of our ordinary shares, with respect to each person known to us to be the beneficial owner of 5% or more of our outstanding ordinary shares, reported as of February 18, 2026.
Removed
On November 7, 2024, Capital Research Global Investors filed Schedule 13G with the SEC reporting that they are no longer a beneficial owner of 5% or more of our outstanding ordinary shares.
Added
None of our shareholders has any different voting rights than any other shareholder.
Removed
Directors, Senior Management and Employees”, since January 1, 2024, we have not entered into any related party transactions. 70
Added
Name and Address Number of Shares Percent of Shares Beneficially Owned (1) Harel Insurance Investments & Financial Services Ltd. 3,160,790 (2) 5.3% Principal Global Investors, LLC (“PGI” doing business as Principal Asset Management) 4,694,996 (3) 7.9% (1) Based upon 59,403,580 ordinary shares issued and outstanding as of February 18, 2026.
Added
(2) The information is based upon Schedule 13G filed with the SEC by Harel Insurance Investments & Financial Services Ltd. ("Harel Insurance") on February 4, 2026. The address of Harel Insurance is 3 Aba Hillel Street, Ramat Gan 52118, Israel.
Added
Pursuant to the Schedule 13G, Harel Insurance has shared voting power over 3,095,994 ordinary shares and shared dispositive power over 3,160,790 ordinary shares.
Added
Of the 3,160,790 ordinary shares beneficially owned by Harel Insurance, (i) 3,095,994 ordinary shares are held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by subsidiaries of Harel Insurance, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, and (ii) 64,796 ordinary shares are held by third-party client accounts managed by a subsidiary of Harel Insurance as portfolio managers, which subsidiary operates under independent management and makes independent investment decisions and has no voting power in the securities held in such client accounts.
Added
(3) The information is based upon a letter provided by PGI to the Company, dated February 16, 2026. According to the letter, the shares reported are owned by accounts under the investment management of PGI, which is acting on behalf of various clients.
Added
Some of these clients, pursuant to advisory contracts, provide the power to PGI to vote their shares at its own discretion (i.e. without specific written instructions).
Added
Directors, Senior Management and Employees”, since January 1, 2023, we have not entered into any related party transactions, other than as set forth below. On January 16, 2025, the Company acquired an additional 29.9% in the 2020 Subsidiary for a total consideration of $36,466. Upon consummation of the acquisition, the 2020 Subsidiary became a wholly-owned subsidiary of the Company. 78