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What changed in Perion Network Ltd.'s 20-F — 2023 vs 2024

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Paragraph-level year-over-year comparison of Perion Network Ltd.'s 2023 and 2024 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 2024 report.

+697 added−640 removedSource: 20-F (2025-03-25) vs 20-F (2024-04-08)

Top changes in Perion Network Ltd.'s 2024 20-F

697 paragraphs added · 640 removed · 474 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

227 edited+106 added−61 removed270 unchanged
Biggest changeAny lawsuit involving such name, regardless of its merit, would likely be time-consuming, expensive to resolve, and divert our management’s time and attention. We may become subject to claims for remuneration or royalties for assigned service invention rights by our employees, which could result in litigation and adversely affect our business.
Biggest changeIf we will need to change the name of our Company or any of our subsidiaries, brands or products, we may experience a loss in goodwill associated with such name, customer confusion or a loss of sales. Any lawsuit involving such name, regardless of its merit, would likely be time-consuming, expensive to resolve, and divert our management’s time and attention.
If the search engine companies engage in more direct relationships with publishers or we are unable to maintain the technological advantage to service our publishers, we may lose both current and potential new publishers and our ability to generate revenue will be negatively impacted.
If the search engine companies engage in more direct relationships with publishers or if we are unable to maintain the technological advantage to service our publishers, we may lose both current and potential new publishers and our ability to generate revenue will be negatively impacted.
In the past years, internet browser providers such as Google and Microsoft made changes and updated their policies and technology in general, and specifically those relating to change of search settings. Each such change limits and constrains our ability to offer or change search properties.
In the past years, internet browser providers such as Google and Microsoft made changes and updated their policies and technology in general, and specifically those relating to changes of search settings. Each such change limits and constrains our ability to offer or change search properties.
The Introduction of ChatGPT in November of 2022, along with the launch of other AI platforms such as Gemini (formerly known as Bard) by Alphabet Inc., Google's parent company, Claude by Anthropic, and Grok by X, are anticipated to result in the development of tools that could enhance competition in the advertising technology industry and reduce barriers to entry.
The introduction of ChatGPT in November 2022, along with the launch of other AI platforms such as Gemini (formerly known as Bard) by Alphabet Inc., Google’s parent company, Claude by Anthropic, and Grok by X, are anticipated to result in the development of tools that could enhance competition in the advertising technology industry and reduce barriers to entry.
Any such events and responses, including regulatory developments, may cause significant volatility and declines in the global markets, disproportionate impacts to certain industries or sectors, disruptions to commerce (including to economic activity, travel and supply chains), loss of life and property damage, and may materially and adversely affect the global economy or capital markets, as well as our business and results of operations.
Any such events and responses, including regulatory developments, may cause significant volatility and declines in the global markets, disproportionate impacts to certain industries or sectors, disruptions to commerce (including economic activity, travel and supply chains), loss of life and property damage, and may materially and adversely affect the global economy or capital markets, as well as our business and results of operations.
Increased inflation and/or interest rates can adversely affect us by increasing our costs, including labor and employee benefit costs. Any significant increases in inflation and related increase in interest rates could have a material and adverse effect on our business or our, financial condition or results of operations.
Increased inflation and/or interest rates can adversely affect us by increasing our costs, including labor and employee benefit costs and any significant increases in inflation and related increase in interest rates could have a material and adverse effect on our business, financial condition or results of operations.
Further, our ability to execute our business strategy also depends on our ability to continue to attract, retain and motivate qualified, skilled and creative key personnel and management, in technical marketing and sales and other positions, and in addition to third-party technology vendors and other consultants and contractors.
Further, our ability to execute our business strategy also depends on our ability to continue to attract, retain and motivate qualified, skilled and creative key personnel and management, in technical marketing and sales and other positions, and in addition to attract third-party technology vendors and other consultants and contractors.
In particular, a shareholder of an Israeli company has a duty to act in good faith in exercising his or her rights and fulfilling his or her obligations toward the company and other shareholders and to refrain from abusing his or her power in the company, including, among other things, in voting at the general meeting of shareholders on certain matters.
In particular, a shareholder of an Israeli company has a duty to act in good faith in exercising his or her rights and fulfilling his or her obligations toward a company and the other shareholders, and to refrain from abusing his or her power in the company, including, among other things, in voting at the general meeting of shareholders on certain matters.
We rely on information technology systems and networks to operate and manage our business and to collect, use, maintain and otherwise process information, including information related to our customers, partners, and personnel. This information is stored and managed within our internal information technology infrastructure or, in certain instances, on platforms maintained by third-party service providers, suppliers and vendors.
We rely on information technology systems and networks to operate and manage our business and to collect, use, maintain and otherwise process information, including information related to our business, customers, partners, and personnel. This information is stored and managed within our internal information technology infrastructure or, in certain instances, on platforms maintained by third-party service providers, suppliers and vendors.
Any limitation imposed on our collection, use, maintenance or other processing of this data could significantly diminish the value of our solution and cause us to lose sellers, buyers, and revenue.
Any limitation imposed on our collection, use, maintenance or other processing of this data could significantly diminish the value of our solution and cause us to lose sellers, buyers, and revenue.
Any limitation imposed on our collection, use, maintenance or other processing of this data could significantly diminish the value of our solution and cause us to lose sellers, buyers, and revenue.
Any limitation imposed on our collection, use, maintenance or other processing of this data could significantly diminish the value of our solution and cause us to lose sellers, buyers, and revenue.
These laws and regulations cover data protection, data privacy, cybersecurity, e-commerce, content, use of “cookies,” pricing, advertising, distribution of “spam,” copyright and other intellectual property, libel, marketing, distribution of products, protection of minors, consumer protection, accessibility, taxation and online payment services.
These laws and regulations cover data protection, data privacy, data protection, cybersecurity, e-commerce, content, use of “cookies,” pricing, advertising, distribution of “spam,” copyright and other intellectual property, libel, marketing, distribution of products, protection of minors, consumer protection, accessibility, taxation and online payment services.
Our international operations and sales are subject to a number of inherent risks, including risks with respect to: • potential loss of proprietary information, technology and other intellectual property due to piracy, misappropriation, infringement, or other violation or laws that may be less protective of our intellectual property rights than those of the United States; 40 • costs and delays associated with translating and supporting our products in multiple languages; • foreign exchange rate fluctuations and economic instability, such as higher interest rates and inflation, which could make our products more expensive in those countries; • costs of compliance with a variety of laws and regulations; • restrictive governmental actions such as trade restrictions and potential trade wars; • limitations on the transfer and repatriation of funds and foreign currency exchange restrictions; • compliance with different consumer, data protection, data privacy and cybersecurity laws and regulations, and restrictions on pricing or discounts; • lower levels of adoption or use of the internet and other technologies vital to our business and the lack of appropriate infrastructure to support widespread internet usage; • lower levels of consumer spending on a per capita basis and fewer opportunities for growth in certain foreign market segments compared to the United States; • lower levels of credit card usage and increased payment risk; • changes in domestic and international tax regulations; and • geopolitical events, including war and terrorism.
Our international operations and sales are subject to a number of inherent risks, including risks with respect to: • potential loss of proprietary information, technology and other intellectual property due to piracy, misappropriation, infringement, or other violation or laws that may be less protective of our intellectual property rights than those of the United States; • costs and delays associated with translating and supporting our products in multiple languages; • foreign exchange rate fluctuations and economic instability, such as higher interest rates and inflation, which could make our products more expensive in those countries; • costs of compliance with a variety of laws and regulations; • restrictive governmental actions such as trade restrictions and trade wars; • limitations on the transfer and repatriation of funds and foreign currency exchange restrictions; • compliance with different consumer, data protection, data privacy and cybersecurity laws and regulations, and restrictions on pricing or discounts; • lower levels of adoption or use of the internet and other technologies vital to our business and the lack of appropriate infrastructure to support widespread internet usage; • lower levels of consumer spending on a per capita basis and fewer opportunities for growth in certain foreign market segments compared to the United States; • lower levels of credit card usage and increased payment risk; • changes in domestic and international tax regulations; and • geopolitical events, including war and terrorism.
Subject to specified time limitations and legal procedures, under the rules of private international law currently prevailing in Israel, Israeli courts may enforce a U.S. judgment in a civil matter, including a judgment based upon the civil liability provisions of the U.S. securities laws, as well as a monetary or compensatory judgment in a non-civil matter, provided that the following key conditions are met: • subject to limited exceptions, the judgment is final and non-appealable; 43 • the judgment was given by a court competent under the laws of the state of the court and is otherwise enforceable in such state; • the judgment was rendered by a court competent under the rules of private international law applicable in Israel; • the laws of the state in which the judgment was given provide for the enforcement of judgments of Israeli courts; • adequate service of process has been effected and the defendant has had a reasonable opportunity to present his arguments and evidence; • the judgment and its enforcement are not contrary to the law, public policy, security or sovereignty of the State of Israel; • the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties; and • an action between the same parties in the same matter was not pending in any Israeli court at the time the lawsuit was instituted in the U.S. court.
Subject to specified time limitations and legal procedures, under the rules of private international law currently prevailing in Israel, Israeli courts may enforce a U.S. judgment in a civil matter, including a judgment based upon the civil liability provisions of the U.S. securities laws, as well as a monetary or compensatory judgment in a non-civil matter, provided that the following key conditions are met: • subject to limited exceptions, the judgment is final and non-appealable; • the judgment was given by a court competent under the laws of the state of the court and is otherwise enforceable in such state; • the judgment was rendered by a court competent under the rules of private international law applicable in Israel; • the laws of the state in which the judgment was given provide for the enforcement of judgments of Israeli courts; • adequate service of process has been effected and the defendant has had a reasonable opportunity to present his arguments and evidence; • the judgment and its enforcement are not contrary to the law, public policy, security or sovereignty of the State of Israel; • the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties; and • an action between the same parties in the same matter was not pending in any Israeli court at the time the lawsuit was instituted in the U.S. court.
Such incidents may include, but are not limited to software bugs, server malfunctions, software or hardware failure, malicious software or activity, computer viruses, ransomware attacks, denial-of-service attacks, social engineering, domain name spoofing, fraud, phishing attacks, worms/trojan horses, insider threats, human error, attempts to gain unauthorized access to data, and other cybersecurity breaches that could lead to disruptions in systems and networks, denial of services, remote code execution, unauthorized access to or release of sensitive, proprietary, confidential, personal or otherwise protected information corruption of data, telecommunications failures, terrorist attacks, natural disasters, power loss, war, physical security breaches, or other events that may harm our systems and networks, or those of our third-party service providers, suppliers and vendors.
Such incidents may include, but are not limited to software bugs, server malfunctions, software or hardware failure, service outages, malicious software or activity, computer viruses, ransomware attacks, denial-of-service attacks, social engineering, domain name spoofing, fraud, phishing attacks, worms/trojan horses, insider threats, human error, attempts to gain unauthorized access to data, and other cybersecurity breaches that could lead to disruptions in systems and networks, denial of services, remote code execution, unauthorized access to or release of sensitive, proprietary, confidential, personal or otherwise protected information corruption of data, telecommunications failures, terrorist attacks, natural disasters, power loss, war, physical security breaches, or other events that may harm our systems and networks, or those of our third-party service providers, suppliers and vendors.
Regulations, legislation or self-regulation relating to data protection, data privacy, cybersecurity, e-commerce and internet advertising and uncertainties regarding the application or interpretation of existing or newly adopted laws and regulations threaten our ability to collect, use, maintain and otherwise process this data, could harm our business and subject us to significant costs and legal liability for non-compliance .” If we do not continue to innovate and provide high-quality advertising solutions and services, we may not remain competitive, and our business and results of operations could be materially adversely affected.
Regulations, legislation or self-regulation relating to data protection, data privacy, cybersecurity, e-commerce and internet advertising and uncertainties regarding the application or interpretation of existing or newly adopted laws and regulations threaten our ability to collect, use, maintain and otherwise process this data, could harm our business and subject us to significant costs and legal liability for non-compliance .” 15 If we do not continue to innovate and provide high-quality advertising solutions and services, we may not remain competitive, and our business and results of operations could be materially adversely affected.
GDPR and Canadian Privacy Law, which, among other things, impose requirements to provide detailed and transparent disclosures about how personal data is collected and processed, grant rights for data subjects to access, delete or object to the processing of their personal data, provide for a mandatory breach notification to supervisory authorities (and in certain cases, affected individuals) of certain data breaches, set limitations on the retention of personal data and outline significant documentary requirements to demonstrate compliance through policies, procedures, training and audits.
GDPR and Canadian Privacy Law, respectively, which, among other things, impose requirements to provide detailed and transparent disclosures about how personal data is collected and processed, grant rights for data subjects to access, delete or object to the processing of their personal data, provide for a mandatory breach notification to supervisory authorities (and in certain cases, affected individuals) of certain data breaches, set limitations on the retention of personal data and outline significant documentary requirements to demonstrate compliance through policies, procedures, training and audits.
The distribution of dividends is also limited by Israeli law, which permits the distribution of dividends by an Israeli corporation only out of its retained earnings as defined in Israel’s Companies Law, 5759-1999, or the Companies Law, provided that there is no reasonable concern that such payment will cause us to fail to meet our current and expected liabilities as they become due, or otherwise with the court’s approval.
The distribution of dividends is also limited by Israeli law, which permits the distribution of dividends by an Israeli corporation only out of its retained earnings as defined in the Israeli Companies Law, 5759-1999, or the Companies Law, provided that there is no reasonable concern that such payment will cause us to fail to meet our current and expected liabilities as they become due, or otherwise with the court’s approval.
Agreements with search providers, such as our agreements with Microsoft and Yahoo, require compliance with certain policies promulgated by them for the use of the respective brands and services, including the manner in which paid listings are displayed within search results, as well as the establishment of policies to govern certain activities of third parties to whom the search services are syndicated, including the manner in which those third parties can acquire new users and drive search traffic.
Typically, agreements with search providers, such as our agreements with Microsoft and Yahoo, require compliance with certain policies promulgated by them for the use of the respective brands and services, including the manner in which paid listings are displayed within search results, as well as the establishment of policies to govern certain activities of third parties to whom the search services are syndicated, including the manner in which those third parties can acquire new users and drive search traffic.
Such fraudulent, suspicious or other invalid activities may occur when a software program, known as a bot, spider or crawler, intentionally simulates user activity causing impressions, ad engagements or clicks to be counted as real users. Such malicious software programs can run on single machines or on tens of thousands of machines, making them difficult to detect and filter.
Such fraudulent, suspicious or other invalid activities may occur when a software program, known as a bot, spider or crawler, intentionally simulates user activity causing impressions, ad engagements or clicks to be counted as real users. Such malicious software programs can run on a single machine or on tens of thousands of machines, making them difficult to detect and filter.
Many areas of laws and regulations affecting the internet remain largely unsettled, even in areas where there has been some legislative or regulatory action. We collect, use, maintain and otherwise process certain data, including personal data, about our customers (including, without limitation, customers’ clients or users), partners, candidates and employees, consultants, leads and consumers.
Many areas of laws and regulations affecting the internet remain largely unsettled, even in areas where there has been some legislative or regulatory action. 29 We collect, use, maintain and otherwise process certain data, including personal data, about our customers (including, without limitation, customers’ clients or users), partners, candidates and employees, consultants, leads and consumers.
Accordingly, our shareholders may not be afforded the same protection as provided under Nasdaq’s corporate governance rules to shareholders of U.S. domestic companies. 27 Provisions of our articles of association and Israeli law may delay, prevent or make an acquisition of our Company difficult, which could prevent a change of control and, therefore, depress the price of our shares.
Accordingly, our shareholders may not be afforded the same protection as provided under Nasdaq’s corporate governance rules to the shareholders of U.S. domestic companies. Provisions of our articles of association and Israeli law may delay, prevent or make an acquisition of our Company difficult, which could prevent a change of control and, therefore, depress the price of our shares.
Any of the foregoing could materially adversely affect our business, financial condition, and operating results. 32 The introduction of new browsers and other popular software products may materially adversely affect user engagement with our search services. Users typically install new software and update their existing software as new or updated software is introduced online by third-party developers.
Any of the foregoing could materially adversely affect our business, financial condition, and operating results. The introduction of new browsers and other popular software products may materially adversely affect user engagement with our search services. Users typically install new software and update their existing software as new or updated software is introduced online by third-party developers.
For purposes of the above calculations, a non-U.S. corporation that owns (or is treated as owning for U.S. federal income tax purposes), directly or indirectly, at least 25% by value of the shares or equity interests of another corporation or partnership is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation.
For purposes of the above calculations, a non-U.S. corporation that owns (or is treated as owning for U.S. federal income tax purposes), directly or indirectly, at least 25% by value of the shares or equity interests of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation.
As a result, we may experience reputational damage and the business, financial condition and price our company’s shares could be materially and adversely affected. 28 Our cash, cash equivalents, Marketable Securities and short-term deposits are subject to risks that may cause losses and affect the liquidity of these investments.
As a result, we may experience reputational damage and the business, financial condition and price our company’s shares could be materially and adversely affected. Our cash, cash equivalents, Marketable Securities and short-term deposits are subject to risks that may cause losses and affect the liquidity of these investments.
To assist us in assessing whether, and how to, hedge risks associated with fluctuations in currency exchange rates, we have contracted a consulting firm proficient in this area. We may incur losses from unfavorable fluctuations in foreign currency exchange rates. 25 We do not intend to pay cash dividends in the foreseeable future.
To assist us in assessing whether, and how to, hedge risks associated with fluctuations in currency exchange rates, we have contracted a consulting firm proficient in this area. We may incur losses from unfavorable fluctuations in foreign currency exchange rates. We do not intend to pay cash dividends in the foreseeable future.
Compliance with such existing and new laws and regulations can be costly and can delay or impede the development of new products. In November 2022, the EU’s Digital Services Act (the “DSA”) came into force in the EEA, and the majority of its substantive provisions took effect on February 17, 2024.
Compliance with such existing and new laws and regulations can be costly and can delay or impede the development of new products. 32 In November 2022, the EU’s Digital Services Act (the “DSA”) came into force in the EEA, and the majority of its substantive provisions took effect on February 17, 2024.
Although we generally enter into invention assignment agreements with our employees pursuant to which such individuals assign to us all rights to any inventions created in the scope of their employment or engagement with us, we may still face claims demanding remuneration in consideration for such inventions.
Although we generally enter into invention assignment agreements with our employees pursuant to which such individuals assign to us all rights to any inventions created in the scope of their employment or engagement with us, we may still face claims demanding ownership rights or remuneration in consideration for such inventions.
Our reliance on their technology reduces our control over quality of service and exposes us to potential service outages. Global economic and market conditions and actions taken by our customers, suppliers and other business partners in markets in which we operate might materially adversely impact us.
Our reliance on their technology reduces our control over quality of service and exposes us to potential service outages. 18 Global economic and market conditions and actions taken by our customers, suppliers and other business partners in markets in which we operate might materially adversely impact us.
Many of the risks associated with the use of open-source code, such as the lack of warranties or assurances of title or performance, cannot be eliminated, and could, if not properly addressed, have a material adverse effect our business, financial condition and results of operation.
Many of the risks associated with the use of open-source code, such as the lack of warranties or assurances of title or performance, cannot be eliminated, and could, if not properly addressed, have a material adverse effect on our business, financial condition and results of operation.
Restrictions from advertisers, DSPs or SSPs regarding usage of this inventory source have impacted us and could materially adversely impact our operations and revenue. 14 Additionally, our ability to access advertising inventory in a cost-effective manner may be constrained or affected as a result of a number of other factors, including, but not limited to: • Supply sources may impose significant restrictions on the advertising inventory they sell or may impose other unfavorable terms and conditions on the advertisers using their sites or platforms.
Restrictions from advertisers, DSPs or SSPs regarding usage of this inventory source have impacted us and could materially adversely impact our operations and revenue. 12 Additionally, our ability to access advertising inventory in a cost-effective manner may be constrained or affected as a result of a number of other factors, including, but not limited to: • Supply sources may impose significant restrictions on the advertising inventory they sell or may impose other unfavorable terms and conditions on the advertisers using their sites or platforms.
Supply sources often maintain relationships with various demand partners that compete with us, and it is easy for supply sources to quickly shift their advertising inventory among these demand partners, or to shift inventory to new demand partners, without notice or accountability.
Supply sources often maintain relationships with various demand partners that compete with us, and it is easy for such supply sources to quickly shift their advertising inventory among these demand partners, or to shift inventory to new demand partners, without notice or accountability.
Any data breach, cyber-attack or other similar incident, or any failure to make adequate or timely disclosures to the public, regulators, or law enforcement agencies following any such incident, could subject us or our third-party service providers, suppliers and vendors to substantial system downtimes, operational delays, other detrimental impacts on our operations or ability to provide products and services to our customers, the compromising of sensitive, proprietary, confidential, personal or otherwise protected information, the destruction or corruption of data, other manipulation or improper use of our systems and networks, violations of applicable data protection, data privacy and cybersecurity laws and regulations or notification obligations, legal claims, regulatory scrutiny or enforcement actions, investigations, financial losses from remedial actions, loss of business or potential liability, and/or damage to our reputation, any of which could have a material adverse effect on our cash flows, competitive position, financial condition and results of operations. 29 Given the unpredictability of the timing, nature and scope of such incidents, and because techniques used to obtain unauthorized access to or sabotage systems and networks change frequently and generally are not identified until they are launched against a target, there can be no assurance that such incidents can be prevented, that such incidents are not occurring currently without our knowledge, or that any such incidents will not have a material adverse effect on us in the future.
Any data breach, cyber-attack or other similar incident impacting us or our third-party service providers, suppliers and vendors, or any failure to make adequate or timely disclosures to the public, regulators, or law enforcement agencies following any such incident, could subject us to substantial system downtimes, operational delays, other detrimental impacts on our operations or ability to provide products and services to our customers, the compromising of sensitive, proprietary, confidential, personal or otherwise protected information, the destruction or corruption of data, other manipulation or improper use of our systems and networks, violations of applicable data protection, data privacy and cybersecurity laws and regulations or notification obligations, violation of contracts, legal claims, regulatory scrutiny or enforcement actions, investigations, financial losses from remedial actions, loss of business or potential liability, and/or damage to our reputation, any of which could have a material adverse effect on our cash flows, competitive position, financial condition and results of operations. 26 Given the unpredictability of the timing, nature and scope of such incidents, and because techniques used to obtain unauthorized access to or sabotage systems and networks change frequently and generally are not identified until they are launched against a target, there can be no assurance that such incidents can be prevented, that such incidents are not occurring currently without our knowledge, or that any such incidents will not have a material adverse effect on us in the future.
For additional information see also the Risk Factor titled - “ The concentration of large companies within the industry and consolidation among participants within the digital advertising market could have a material adverse impact on our business, financial condition and results of operations.” Our Display business depends on a strong brand reputation, and if we are not able to maintain and enhance our brand, our business and results of operations could be materially adversely affected.
For additional information see also the Risk Factor titled - “ The concentration of large companies within the industry and consolidation among participants within the digital advertising market could have a material adverse impact on our business, financial condition and results of operations.” Our Advertising Solutions business depends on a strong brand reputation, and if we are not able to maintain and enhance our brand, our business and results of operations could be materially adversely affected.
Section 404 of the Sarbanes-Oxley Act requires an annual assessment by our management of our internal control over financial reporting of the effectiveness of these controls as of year-end.
Section 404 of the Sarbanes-Oxley Act requires an annual assessment by our management of our internal control over financial reporting and of the effectiveness of these controls as of year-end.
While layoffs carried out from time to time by large companies present good recruitment opportunities to our company, our industry is still characterized by high competition between employers.
While layoffs carried out from time to time by large companies may present good recruitment opportunities to our company, our industry is still characterized by high competition between employers.
Further, we cannot provide any assurances that competitors will not misappropriate, infringe, reverse-engineer, circumvent or otherwise violate our intellectual property rights, or that we will have adequate resources to defend or enforce our rights. In addition, the laws of some countries do not provide the same level of intellectual property protection as U.S. or Israeli laws and courts.
Further, we cannot provide any assurances that competitors will not challenge, invalidate, misappropriate, infringe, reverse-engineer, circumvent or otherwise violate our intellectual property rights, or that we will have adequate resources to defend or enforce our rights. In addition, the laws of some countries do not provide the same level of intellectual property protection as U.S. or Israeli laws and courts.
These technologies, while holding significant potential for search result accuracy and efficiency, introduce uncertainties that could have negative impacts on our business. 18 There are significant risks involved in utilizing AI and no assurances can be provided that our use will enhance our solutions or services or produce the intended results.
These technologies, while holding significant potential for search result accuracy and efficiency, introduce uncertainties that could have negative impacts on our business. 16 There are significant risks involved in utilizing AI and no assurances can be provided that our use will enhance our solutions or services or produce the intended results.
Although as a foreign private issuer we are not subject to U.S. proxy rules, responding to these types of actions by activist shareholders could be costly and time-consuming, disrupting our operations and diverting the attention of management and our employees. Such activities could interfere with our ability to execute our strategic plan.
Although as a foreign private issuer we are not subject to U.S. proxy rules, responding to these types of actions by activist shareholders could be costly and time-consuming, disrupting our operations and diverting the attention of management and our employees. Such activities could interfere with our ability to execute our strategic plans.
Similarly, the ongoing military conflict between Russia and Ukraine has had negative impacts on the global economy, including by contributing to rapidly rising costs of living (driven largely by higher energy prices) and created uncertainty in the global capital markets and is expected to have further global economic consequences, including disruptions of the global supply chain and energy markets.
Similarly, the ongoing military conflict between Russia and Ukraine has had negative impacts on the global economy, including by contributing to rapidly rising costs of living (driven largely by higher energy prices) and creating uncertainty in the global capital markets and is expected to have further global economic consequences, including disruptions of the global supply chain and energy markets.
The UK and the EU member countries as well as additional countries have already enacted legislation to implement the recommendations which have come into effect in 2024. Israel has agreed in principle to the adoption of the global minimum tax rate, however, it has not yet announced any proposed legislation for its implementation.
The UK and the EU member countries as well as additional countries have already enacted legislation to implement the recommendations which have come into effect gradually in 2024 and 2025. Israel has agreed in principle to the adoption of the global minimum tax rate, however, it has not yet announced any proposed legislation for its implementation.
Furthermore, users can employ their own advertisement-blocking client-based technology or use a browser that blocks advertisements. As such technologies or practices become widespread, this could have a material adverse effect on our business, financial condition and results of operations.
Furthermore, users can employ their own advertisement-blocking client-based technology or use a browser that blocks advertisements. As such technologies or practices continue to become widespread, this could have a material adverse effect on our business, financial condition and results of operations.
Our ordinary shares are traded on both the Nasdaq Global Select Market and on TASE. Trading in our ordinary shares on these markets is effected in different currencies (U.S. dollars on Nasdaq and NIS on TASE) and at different times (resulting from different time zones, different trading days per week and different public holidays in the United States and Israel).
Our ordinary shares are traded on both the Nasdaq Global Select Market and on TASE. Trading in our ordinary shares on these markets is affected in different currencies (U.S. dollars on Nasdaq and NIS on TASE) and at different times (resulting from different time zones, different trading days per week and different public holidays in the United States and Israel).
There are a large number of digital media companies and advertising technology companies that offer products or services similar to or more compelling than ours and that compete with us for finite advertising budgets and for limited inventory from publishers.
There is a large number of digital media companies and advertising technology companies that offer products or services similar to or more compelling than ours that compete with us for finite advertising budgets and for limited inventory from publishers.
Our systems and networks, and those of our third-party service providers, suppliers and vendors, are vulnerable to damage, interference, or interruption from modifications or upgrades, terrorist attacks, war, natural disasters, fires, pandemics (including COVID-19), the effects of climate change (such as sea level rise, drought, flooding, wildfires, and increased storm severity), power loss, telecommunications failures, cyber-attacks, computer viruses, ransomware attacks, denial-of-service attacks, phishing schemes, break-ins, sabotage, intentional acts of vandalism, misconduct or similar events.
Our systems and networks, and those of our third-party service providers, suppliers and vendors, are vulnerable to damage, interference, or interruption from modifications or upgrades, terrorist attacks, war, natural disasters, fires, epidemics and pandemics, the effects of climate change (such as sea level rise, drought, flooding, wildfires, and increased storm severity), power loss, telecommunications failures, cyber-attacks, computer viruses, ransomware attacks, denial-of-service attacks, phishing schemes, break-ins, sabotage, intentional acts of vandalism, misconduct or similar events.
Under current Israeli, U.S., U.K. and Ukrainian law, and further under proposed legislation such as Senate Bill S3100A in new York, we may be unable to enforce these agreements, in whole or in part, and it may be difficult for us to restrict our competitors from gaining the expertise that our former employees gained while working for us.
Under current Israeli, U.S., U.K. and Ukrainian law, as well as other laws, and further under proposed legislation such as Senate Bill S3100A in New York, we may be unable to enforce these agreements, in whole or in part, and it may be difficult for us to restrict our competitors from gaining the expertise that our former employees gained while working for us.
If we cannot attract and retain additional experienced key employees or if we lose one or more of our current key employees, our ability to develop or market our products and attract or acquire new users and partners could be adversely affected.
If we cannot attract and retain additional experienced key employees or if we lose one or more of our current key employees, our ability to implement our strategy, develop or market our products and attract or acquire new users and partners could be adversely affected.
We also must update our software to reflect changes in advertising networks’ application programming interfaces (“APIs”), technological integration, cybersecurity and terms of use. The success of any enhancement or new solution depends on several factors, including timely completion, adequate quality testing, appropriate introduction and market acceptance.
We also must update our software to reflect changes in advertising networks’ application programming interfaces (“APIs”), technological integration, data protection, data privacy, cybersecurity and terms of use. The success of any enhancement or new solution depends on several factors, including timely completion, adequate quality testing, appropriate introduction and market acceptance.
If we cannot demonstrate that harm would be caused to us, we may be unable to prevent our competitors from benefiting from the expertise of our former employees. 37 Risks Related to our Intellectual Property Our proprietary information, technology and other intellectual property may not be adequately protected and thus our intellectual property may be unlawfully copied by or disclosed to other third parties.
If we cannot demonstrate that such harm would be caused to us, we may be unable to prevent our competitors from benefiting from the expertise of our former employees. 33 Risks Related to our Intellectual Property Our proprietary information, technology and other intellectual property may not be adequately protected and thus our intellectual property may be unlawfully copied by or disclosed to other third parties.
Additional details are provided in Item 5.A “Operating Results” under the caption “Taxes on Income”, in Item 10.E. “Taxation” under the caption “Israeli Taxation” and in Note 13 to our Financial Statements.
Additional details are provided in Item 5.A “Operating Results” under the caption “Taxes on Income”, in Item 10.E. “Taxation” under the caption “Israeli Taxation” and in Note 15 to our Financial Statements.
In the first quarter of 2024, we experienced a decline in our search advertising activity, attributable to changes in advertising pricing and mechanisms implemented by Microsoft in its search distribution marketplace. These adjustments led to a reduction in Revenue Per Thousand Impressions (RPM) for both Perion and other Microsoft distribution partners. These changes contributed to decreased search volume.
In the first quarter of 2024, we experienced a decline in our search advertising activity, attributable to changes in advertising pricing and mechanisms implemented by Microsoft in its search distribution marketplace. These adjustments led to a reduction in Revenue Per Thousand Impressions (RPM) for both Perion and other Microsoft distribution partners.
In the first quarter of 2024, we experienced a decline in our search advertising activity, attributable to changes in advertising pricing and mechanisms implemented by Microsoft in its search distribution marketplace. These adjustments led to a reduction in Revenue Per Thousand Impressions (RPM) for both Perion and other Microsoft distribution partners. These changes contributed to decreased search volume.
In the first quarter of 2024, we experienced a decline in our search advertising activity, attributable to changes in advertising pricing and mechanisms implemented by Microsoft in its search distribution marketplace. These adjustments led to a reduction in Revenue Per Thousand Impressions (RPM) for both Perion and other Microsoft distribution partners.
To keep pace with technological developments, satisfy increasing developer requirements, maintain the attractiveness and competitiveness of our advertising solutions and ensure compatibility with evolving industry standards, we will need to regularly enhance our platform and solutions as well as develop and introduce new services on a timely basis.
To keep pace with technological developments, satisfy increasing developer requirements, maintain the attractiveness and competitiveness of our advertising solutions, including our Perion One platform and ensure compatibility with evolving industry standards, we will need to regularly enhance our platform and solutions as well as develop and introduce new services on a timely basis, including our Perion One platform.
These laws and regulations are becoming more prevalent in the United States, Europe, Israel, Canada and elsewhere and may impede the growth of the internet or otherwise adversely impact our services.
These laws and regulations are becoming more prevalent in the United States, Europe, Israel, Canada and elsewhere and may impede the growth of the internet or otherwise adversely impact our business.
Such changes require us to take adaptive measures, which may include substantial development and commercial changes. While we are taking measures to shift away from third-party cookies-based solutions, by using our proprietary cookieless solution, SORT®, which enables advertisers to reach their audience in real time without storing any personally identifiable data, we still rely on third-party cookies-based solutions.
Such changes require us to take adaptive measures, which may include substantial development and commercial changes. While we are taking measures to shift away from third-party cookies-based solutions, for example, by using our proprietary cookieless solution, SORT®, which enables advertisers to reach their audience in real time without storing any personally identifiable data, we generally rely on third-party cookies-based solutions.
If we are unable to meet these challenges, our business, financial condition and results of operations could be materially adversely affected. Any actual or perceived failure to comply with evolving legal and regulatory frameworks around the development and use of AI could adversely affect our business, results of operations, and financial condition.
If we are unable to meet these challenges, our business, financial condition and results of operations could be materially adversely affected. The development and use of AI, and any actual or perceived failure to comply with evolving legal and regulatory frameworks related thereto could adversely affect our business, results of operations, and financial condition.
As a result of these factors, our revenue may be affected by both decreased customer acquisition and lower than anticipated revenue growth from existing customers. For example, the COVID-19 pandemic resulted in widespread unemployment, economic slowdown and extreme volatility.
As a result of these factors, our revenue may be affected by both decreased customer acquisition and lower than anticipated revenue growth from existing customers. For example, a pandemic resulted in widespread unemployment, economic slowdown and extreme volatility.
A business interruption, data breach, cyber-attack or other similar incident could lead to claims by our customers, their users or other relevant parties that we have failed to comply with applicable laws, regulations or contractual obligations to implement specified security measures.
A business interruption, data breach, cyber-attack or other similar incident could lead to claims by our customers, data subjects or other relevant parties that we have failed to comply with applicable laws, regulations or contractual obligations to implement specified security measures.
Furthermore, interruptions in the services of our providers or their inability to meet the service capacity we require, could result in interruptions in the availability or functionality of our solutions or materially impede our ability to attract and onboard new customers to services and to maintain relationships with current customers.
Furthermore, interruptions in the services of our providers or their inability to provide us the services or data or meet the service capacity we require, could result in interruptions in the availability or functionality of our solutions or materially impede our ability to attract and onboard new customers to services and to maintain relationships with current customers.
In the United States and internationally, AI is the subject of evolving review by various governmental and regulatory agencies, including the SEC and the FTC, and changes in laws and regulations governing the use of AI may adversely affect the ability of our business to use or rely on AI and our ability to provide and to improve our solutions and services, may require additional compliance measures and changes to our operations and processes, and may result in increased compliance costs and potential increases in civil claims against us.
In the United States and internationally, AI is the subject of evolving review by various governmental and regulatory agencies, including the SEC and the Federal Trade Commission (the “FTC”), and changes in laws and regulations governing the use of AI may adversely affect the ability of our business to use or rely on AI and our ability to provide and to improve our solutions and services, may require additional compliance measures and changes to our operations and processes, and may result in increased compliance costs and potential increases in civil claims against us.
On August 1, 2023, Tal Jacobson, former General Manager of CodeFuel, our search advertising business, was promoted to Chief Executive Officer. Following Jacobson’s promotion, our previous Chief Executive Officer, Doron Gerstel, stepped down from the executive team and later also from our Board of Directors (when Mr. Jacobson replaced him as a director).
In August 2023, Tal Jacobson, former General Manager of our search advertising business, was promoted to Chief Executive Officer. Following Jacobson’s promotion, our previous Chief Executive Officer, Doron Gerstel, stepped down from the executive team and later also from our Board of Directors (when Mr. Jacobson replaced him as a director).
The amount of revenue we receive from search providers depends upon a number of factors outside of our control, including the amount such search providers charge for advertisements, the efficiency of the search provider’s system in attracting advertisers and syndicating paid listings in response to search queries, and parameters established by such search provider regarding the number and placement of paid listings displayed in response to search queries.
The amount of revenue we receive from search providers depends upon a number of factors outside of our control, including the amount such search providers charge for advertisements, the efficiency of the search providers’ systems in attracting advertisers and syndicating paid listings in response to search queries, and parameters established by such search provider regarding the number and placement of paid listings displayed in response to search queries.
Goodwill that is expected to contribute indefinitely to our cash flows is not amortized but must be evaluated for impairment at least annually.
Goodwill that is expected to contribute indefinitely to our cash flows is not amortized but must be tested for impairment at least annually.
In Canada, the data privacy landscape is made up of different provincial data privacy laws (including the Quebec Privacy Act and Quebec’s Law 25), Canadian federal data privacy laws as well as sector-specific data privacy laws. On September 22, 2021, Quebec passed Quebec’s Law 25 overhauling the Quebec Privacy Act.
In Canada, the data privacy landscape is made up of different provincial data privacy laws (including the Quebec Privacy Act and Quebec’s Law 25), Canadian federal data privacy laws as well as sector-specific data privacy laws. In 2021, Quebec passed Quebec’s Law 25 overhauling the Quebec Privacy Act.
If we fail to abide by or are perceived as not operating in accordance with industry best practices or any industry guidelines or codes with regard to data protection, data privacy, cybersecurity or the delivery of digital advertising, our reputation may suffer and we could lose relationships with both buyers and sellers which may adversely affect our business and results of operations.
If we fail to abide by or are perceived as not operating in accordance with industry best practices or any industry guidelines or codes with regard to data protection, data privacy, cybersecurity, brand safety or other aspects pertaining the delivery of digital advertising, our reputation may suffer and we could lose relationships with both buyers and sellers which may adversely affect our business and results of operations.
If any of these holding companies decide to reduce, amend or terminate their business relationship with us for any reason, and/or in case there is a rapid and/or significant decline in inventory available to us, it may lead to a material adverse impact on our business, financial conditions and results of operation. 13 If the demand for digital advertising does not continue to grow or customers do not embrace our solutions, it could have a material adverse effect on our business and results of operation.
If any of these holding companies decide to reduce, amend or terminate their business relationship with us for any reason, and/or in case there is a rapid and/or significant decline in inventory available to us, it may lead to a material adverse impact on our business, financial conditions and results of operation. 11 If the demand for digital advertising does not continue to grow or customers do not embrace our solutions including our Perion One platform, it could have a material adverse effect on our business and results of operation.
Risks Related to Data Protection Regulations Our business depends on our ability to collect, use, maintain and otherwise process data, including personal data, to help our clients deliver advertisements and to disclose data relating to the performance of advertisements.
Risks Related to Data Protection, Data Privacy and Cybersecurity Laws and Regulations Our business depends on our ability to collect, use, maintain and otherwise process data, including personal data, to help our clients deliver advertisements and to disclose data relating to the performance of advertisements.
Under current Israeli, U.S., Canada, U.K. and Ukrainian law, we may not be able to enforce non-competition and non-solicitation covenants and, therefore, we may be unable to prevent our competitors from benefiting from the expertise of some of our former employees and/or vendors, whether current or former.
Under current Israeli, U.S., Canada, U.K. and Ukrainian law, as well as other laws, we may not be able to enforce non-competition and non-solicitation covenants and, therefore, we may be unable to prevent our competitors from benefiting from the expertise of some of our former employees and/or vendors, whether current or former.
If we are unable to respond to such changes and timely adapt our business model, we may not be able to sustain growth, meet our business targets or achieve or sustain profitability and our business may be adversely affected.
If we are unable to respond to such changes and timely adapt our business model, we may not be able to sustain growth, meet our business targets or achieve or sustain profitability and our business and results of operations may be adversely affected.
In addition to compliance with applicable laws and regulations, we voluntarily participate in industry self-regulatory bodies which promulgate best practices or codes of conduct addressing, among other things, data protection, data privacy, cybersecurity and the delivery of digital advertising.
In addition to compliance with applicable laws and regulations, we voluntarily participate in industry self-regulatory bodies which promulgate best practices or codes of conduct addressing, among other things, data protection, data privacy, cybersecurity, brand safety and other aspects pertaining the delivery of digital advertising.
As a result, we could be subject to legal action or our customers could end their relationships with us. 30 Data protection, data privacy and cybersecurity laws and regulations in certain jurisdictions may require us to notify individuals and government or regulatory authorities of data breaches, cyber-attacks or other similar incidents involving certain types of personal data.
As a result, we could be subject to legal action or our customers, data providers or other relevant parties could end their relationships with us. 27 Data protection, data privacy and cybersecurity laws and regulations in certain jurisdictions may require us to notify individuals and government or regulatory authorities of data breaches, cyber-attacks or other similar incidents involving certain types of personal data.
For example, tensions between Russia and Ukraine, recently resulting in Russia’s invasion of Ukraine, and the possibility of retaliatory measures taken by the U.S. and NATO have created global security concerns that could have a lasting adverse impact on regional and global economies, and in turn, may lead to reduced spending on advertising and adversely affect our results of operations.
For example, tensions between Russia and Ukraine, resulting in Russia’s invasion of Ukraine, and the possibility of retaliatory measures taken by the United States and NATO have created global security concerns that could have a lasting adverse impact on regional and global economies, and in turn, may lead to reduced spending on advertising and adversely affect our results of operations.
Negative conditions in the general economy, including conditions resulting from changes in gross domestic product growth, labor shortages, supply chain disruptions, inflationary pressures, rising interest rates, financial and credit market fluctuations, international trade relations and/or the imposition of trade tariffs, political turmoil, natural disasters, regional or global outbreaks of contagious diseases, such as the COVID-19 pandemic, warfare and terrorist attacks, could cause a decrease in business investments, including spending on advertising, disrupt the timing and cadence of key industry events and otherwise could materially and adversely affect the growth of our business.
Negative conditions in the general economy, including conditions resulting from changes in gross domestic product growth, labor shortages, supply chain disruptions, inflationary pressures, rising interest rates, financial and credit market fluctuations, international trade relations and/or the imposition of trade tariffs, changes to fiscal and monetary policy, political turmoil, natural disasters, regional or global outbreaks of contagious diseases, such as a pandemic or an epidemic, warfare and terrorist attacks, could cause a decrease in business investments, including spending on advertising, disrupt the timing and cadence of key industry events and otherwise could materially and adversely affect the growth of our business.
Additionally, AI could increase competition in the advertising technology industry. We leverage new technologies and platforms to improve our products and business effectiveness, including use of AI technologies. We leverage machine learning for campaign delivery and optimization, using real-time analysis to determine the most effective advertisements for specific target audiences, in conjunction with our creative platform.
Additionally, AI could increase competition in the advertising technology industry. We leverage new technologies and platforms to improve our products and business effectiveness, including use of AI technologies. We leverage machine learning for campaign delivery and optimization, using real-time predictions and algorithms to deliver the most effective advertisements for specific target audiences, in conjunction with our creative platform.
Risks Related to the Geographical Location of our Operations Our business relies significantly on the U.S. market. Any material adverse change in that market could have a material adverse effect on our results of operations. Our revenue has been concentrated within the U.S. market, accounting for approximately 86% of our revenue in 2023.
Risks Related to the Geographical Location of our Operations Our business relies significantly on the U.S. market. Any material adverse change in that market could have a material adverse effect on our results of operations. Our revenue has been concentrated within the U.S. market, accounting for approximately 75% of our revenue in 2024.
In both 2022 and 2023, the top five publishers distributing our search services accounted for approximately 11% of our revenue. There can be no assurance that our current publishers will continue utilizing our revenue-generating monetization services at the levels they did in the past or at all or on terms not less favorable to us.
In 2023 and 2024 the top five publishers distributing our search services accounted for approximately 11% and 15% of our revenue, respectively. There can be no assurance that our current publishers will continue utilizing our revenue-generating monetization services at the levels they did in the past or at all or on terms not less favorable to us.
The revenue from our advertising business is affected by a number of factors, including: • Historically, our advertising business has experienced the lowest revenue levels in the first quarter and highest revenue levels in the fourth quarter, with the second and third quarters being slightly stronger than the first quarter; • Our advertising solutions revenue are influenced by political advertising in the US, which generally occurs every two years; • In any single period, our advertising solutions revenue and delivery costs are subject to significant variation based on changes in the volume and mix of deliveries performed during such period; • Revenue is subject to the changes of brand marketing trends, including when and where brands choose to spend their money in a given year; • Advertising customers generally retain the right to supplement, extend, or cancel existing advertising orders at any time prior to their delivery, and we have no control over the timing or magnitude of these revenue changes; and • Relative complexity of individual advertising formats, and the length of the creative design process.
The revenue from our advertising business is affected by a number of factors, including: • Historically, our advertising business has experienced the lowest revenue levels in the first quarter and highest revenue levels in the fourth quarter, with the second and third quarters being slightly stronger than the first quarter; • Our advertising solutions revenue are influenced by political advertising in the US, which generally occurs every two years; • In any single period, our advertising solutions revenue and delivery costs are subject to significant variation based on changes in the volume and mix of deliveries performed during such period; 14 • Revenue is subject to the changes of brand marketing trends, including when and where brands choose to spend their money in a given year; • Advertising customers generally retain the right to supplement, extend, or cancel existing advertising orders at any time prior to their delivery, and we have no control over the timing or magnitude of these revenue changes; • Relative complexity of individual advertising formats, and the length of the creative design process; and • A prolonged cycle time for entering into transactions with retail media networks (RMNs) or other advertising customers.
Subject to certain limitations, search partners may unilaterally update their policies, which could, in turn, require modifications to, or prohibit and/or render obsolete certain of our search solutions, products, services and practices, which could be costly to address or otherwise have an adverse effect on our business, our financial condition and results of operations.
Subject to certain limitations, search partners may unilaterally update their policies (as has happened in the past), which could, in turn, require modifications to, or prohibit and/or render obsolete certain of our search solutions, products, services and practices, which could be costly to address or otherwise have an adverse effect on our business, our financial condition and results of operations.
Further impairment charges with respect to our goodwill would have a material adverse effect on our results of operations and shareholders’ equity in future periods. Shareholders may be able to control us. As of March 27, 2024, three shareholders beneficially held more than 5% of our outstanding shares. See Item 7.A.
Further impairment charges with respect to our goodwill could have a material adverse effect on our results of operations and shareholders’ equity in future periods. Shareholders may be able to control us. As of March 5, 2025, three shareholders beneficially held more than 5% of our outstanding shares. See Item 7.A.
Our reputation is a key factor in our ability to compete successfully. There is no assurance that our ability to compete effectively in the future may not be affected by negative market perception.
Our reputation is a key factor in our ability to compete successfully. There can be no assurances that our ability to compete effectively in the future may not be affected by negative market perception.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeSORT® displays the result of our ability to analyze the complex data signals that are derived from our assets that flow through our iHUB. 53 ● The ability to integrate programmatic DOOH advertising via Hivestack, which uses cutting-edge technologies to target, deliver and measure unforgettable, immersive ads that connect brands with people on the go; ● Our AI Lab, which houses our AI-based R&D pipeline, has already launched several products such as SORT® and WAVE.
Biggest changeSORT® displays the result of our ability to analyze the complex data signals that are derived from our assets that flow through our technology. ◾ The introduction of WAVE, a generative AI-powered dynamic audio solution that creates personalized audio advertising messages at scale; ◾ The introduction of Anyplace TV, a cross-channel video advertising solution that extends CTV and video campaigns to Digital Out-of-Home (DOOH) environments • The ability to integrate programmatic DOOH advertising using cutting-edge technologies to target, deliver, and measure unforgettable, immersive ads that connect brands with people on the go; • Our AI Lab, which houses our AI-based R&D pipeline, has launched several products such as SORT® - our AI-based audience segmentation technology - which is now also available for CTV, dynamic audio ads technology WAVE, Dynamic Creative Optimization (DCO) and our in-ad AI Chatbot • The ability to monetize search traffic through our partnerships with search engines through innovative publisher-centric solutions and online quality control and monitoring systems.
Regulations, legislation or self-regulation relating to data protection, data privacy, cybersecurity, e-commerce and internet advertising and uncertainties regarding the application or interpretation of existing or newly adopted laws and regulations threaten our ability to collect, use, maintain and otherwise process this data, could harm our business and subject us to significant costs and legal liability for non-compliance.” Recent Acquisitions Acquisition of Hivestack On December 11, 2023, Perion announced it has completed the acquisition of Hivestack Inc., a global innovative full-stack programmatic DOOH company.
Regulations, legislation or self-regulation relating to data protection, data privacy, cybersecurity, e-commerce and internet advertising and uncertainties regarding the application or interpretation of existing or newly adopted laws and regulations threaten our ability to collect, use, maintain and otherwise process this data, could harm our business and subject us to significant costs and legal liability for non-compliance.” Recent Acquisitions Acquisition of Hivestack On December 11, 2023, Perion announced it has completed the acquisition of Hivestack Technologies Inc., a global innovative full-stack programmatic DOOH company.
Our proprietary creative technology platform enables the automation of High Impact ad unit production across all formats (Display, Video, CTV & DOOH). Our consolidated technology workflow touches every aspect of campaign flow, including ad building, tag creation, creative optimizations & post-campaign performance.
Our proprietary creative technology platform enables the automation of High Impact ad unit production across all formats (Display, Video, CTV and DOOH). Our consolidated technology workflow touches every aspect of campaign flow, including ad building, tag creation, creative optimizations & post-campaign performance.
These laws and regulations cover data protection, data privacy, cybersecurity, e-commerce, content, use of “cookies,” pricing, advertising, distribution of “spam,” copyright and other intellectual property, libel, marketing, distribution of products, protection of minors, consumer protection, accessibility, taxation and online payment services.
These laws and regulations cover data protection, data privacy, cybersecurity, e-commerce, content, use of “cookies,” pricing, advertising, distribution of “spam,” copyright and other intellectual property, libel, marketing, distribution of products, protection of minors, consumer protection, accessibility, taxation, online payment services and more.
Consequently, the CTV space is not just expanding the reach for advertisers but also enhancing the effectiveness of advertising by making it more relevant and interactive, opening innovative options for ad tech evolution and future growth.
Consequently, the CTV space is not just expanding the reach for advertisers, it is also enhancing the effectiveness of advertising by making it more relevant and interactive, opening innovative options for ad tech evolution and future growth.
DOOH With the acquisition of Hivestack, a programmatic DOOH technology innovator since 2017, Perion has entered an exciting market at its nascent stage, positioning us to capitalize on its anticipated growth.
DOOH With the acquisition of Hivestack, a programmatic DOOH technology innovator since 2017, Perion entered an exciting market at its nascent stage, positioning us to capitalize on the anticipated growth of DOOH.
Moreover, a strategic partnership with DirectTV for Pause Ads offers brands a novel avenue to occupy the screen during a user's reflective pause moments, providing another layer to the advertising experience. D.
Moreover, a strategic partnership with DirectTV for Pause Ads offers brands a novel avenue to occupy the screen during a user's reflective pause moments, providing another layer to the advertising experience.
The uniqueness is in the optimization process which runs in real-time, connecting the monetization data flow and the cost of buying, per session. The service is a mix of manually managed service and machine learning algorithms that run dedicated buying rules. I. Website Publisher Solution The nature of today’s digital ecosystem makes audience growth and engagement challenging for publishers.
The uniqueness is in the optimization process which runs in real-time, connecting the monetization data flow and the cost of buying, per session. The service is a mix of manually managed service and machine learning algorithms that run dedicated buying rules. I. Website Publisher’s Solution The nature of today’s digital ecosystem makes audience growth and engagement challenging for publishers.
The transition from traditional out-of-home advertising to digital out-of-home and further to programmatic out-of-home (POOH) signifies an industry-wide shift towards embracing digital technology and data-driven approaches. This evolution is driven by the need for more engaging, interactive, and measurable advertising methods. Programmatic advertising technology enables advertisers to automate the buying, placement, and optimization of DOOH advertising in real-time.
The transition from traditional out-of-home advertising to digital out-of-home and further to programmatic out-of-home (pDOOH), signifies an industry-wide shift towards embracing digital technology and data-driven approaches. This evolution is driven by the need for more engaging, interactive, and measurable advertising methods. Programmatic advertising technology enables advertisers to automate the buying, placement, and optimization of DOOH advertising in real-time.
These advancements are pivotal not just in campaign execution but also in creative development, significantly accelerating the campaign lifecycle. Leveraging AI, advertisers can generate a wide array of creative variations quickly, for images, text, video, and audio ads, and optimize campaigns in real-time, thereby achieving greater scale and impact.
These advancements are pivotal not just in campaign execution but also in creative development, and significantly accelerate the campaign lifecycle. Leveraging AI, advertisers can generate a wide array of creative variations quickly, for images, text, video, and audio ads, and optimize campaigns in real-time, thereby achieving greater scale and impact.
We also employ Generative AI for voice and audio advertising and utilize our proprietary SORT® targeting technology, which utilizes AI without using personally identifiable information data to find interested audiences across devices and browsers, based on real-time signals such as weather and user intent groups. e.
We also employ Generative AI for voice and audio advertising and utilize our proprietary SORT® targeting technology, which utilizes AI without using personally identifiable information data to find interested audiences across devices and browsers, based on real-time signals such as weather and user intent groups. f.
For additional information see also the Risk Factor titled - “Our search advertising solution depends heavily upon revenue generated from our agreement with Microsoft, and any adverse change in that agreement could adversely affect our business, financial condition and results of operations.” B.
For additional information see also the Risk Factor titled - “Our search advertising solution depends heavily upon revenue generated from our agreement with Microsoft, and any adverse change in that agreement could adversely affect our business, financial condition and results of operations.” H.
Hivestack’s platform is used by many of the world's largest brands, agencies, media owners, and partners including Uber, Colgate, Lego, InterContinental Hotel Group, Doordash, GroupM, Dentsu, The Trade Desk, Xandr, Clear Channel, Lamar, Stroër, and many more.
This platform is used by many of the world's largest brands, agencies, media owners, and partners including Uber, Colgate, Lego, InterContinental Hotel Group, Doordash, GroupM, Dentsu, The Trade Desk, Xandr, Clear Channel, Lamar, Stroër, and many more.
In the first quarter of 2024, we experienced a decline in our search advertising activity, attributable to changes in advertising pricing and mechanisms implemented by Microsoft in its search distribution marketplace. These adjustments led to a reduction in Revenue Per Thousand Impressions (RPM) for both Perion and other Microsoft distribution partners. These changes contributed to decreased search volume.
In the first quarter of 2024, we experienced a decline in our search advertising activity, attributable to changes in advertising pricing and mechanisms implemented by Microsoft in its search distribution marketplace. These adjustments led to a reduction in Revenue Per Thousand Impressions (RPM) for both Perion and other Microsoft distribution partners.
We believe that the components we have licensed are not material to the overall performance of our software and may be replaced without significant difficulty. We enter into licensing arrangements with third parties for the use of software components, graphic, sound and multimedia content integrated into our products.
We believe that the components we license are not material to the overall performance of our software and may be replaced without significant difficulty. We enter into licensing arrangements with third parties for the use of software components, graphic, sound and multimedia content integrated into our products.
Searching is a fundamental digital behavior that signals the consumer has a high intent to complete a purchase of a product or service. We are continuously innovating and advancing our solutions to provide more value in this dynamically changing environment. We deploy advanced AI and machine learning to optimize yield for our publishers and transform search into revenue.
Searching is a fundamental digital behavior that generally signals the consumer has a high intent to complete a purchase of a product or service. We are continuously innovating and advancing our solutions to provide more value in this dynamic environment. We deploy advanced AI and machine learning to optimize yield for our publishers and transform search into revenue.
The platform manages each of the planning, execution, optimization and measurement phases and simplifies the complexity of cross channel advertising for brands and agencies while optimizing performance through AI in one unified, actionable holistic and intuitive dashboard. Perion also developed sophisticated capabilities to buy media on social channels such as Meta, X, and TikTok and others.
The platform manages each of the planning, execution, optimization and measurement phases and is designed to simplify the complexity of cross channel advertising for brands and agencies while optimizing performance through AI in one unified, actionable, holistic and intuitive dashboard. Perion also developed sophisticated capabilities to buy media on social channels such as Meta, X, and TikTok and others.
Our portfolio includes registered trademarks and domain names in various countries as well as approximately 10 patents registered mainly in the U.S. Some components of our software products were developed solely by us. We have licensed certain components of our software from third parties.
Our portfolio includes registered trademarks and domain names in various countries as well as approximately 10 patents registered mainly in the U.S. Some components of our software products were developed solely by us. We license certain components of our software from third parties.
With the surge in digital ad spending, technology's role in targeting, delivering, and measuring advertising campaigns is becoming more crucial across diverse platforms and screens.
With the surge in digital ad spending, technology's role in targeting, delivering, and measuring advertising campaigns is becoming more crucial across diversified platforms and screens.
As we evolve and introduce new solutions, and as our competitors, as well as other companies, do the same, we may be subject to additional competition. Many of our current and potential competitors may have significantly greater financial, research and development, back-end analytical systems, manufacturing, and sales and marketing resources than we have.
As we introduce new solutions, and as our competitors do the same, we may be subject to additional competition. Many of our current and potential competitors may have significantly greater financial, research and development, back-end analytical systems, manufacturing, and sales and marketing resources than we have.
Enhancing its robust capabilities, our Website Publisher Solutions platform now integrates seamlessly with Amazon's Transparent Ad Marketplace (TAM) and Unified Ad Marketplace (UAM), offering publishers unparalleled access to our monetization capabilities and marketplace with ease.
Enhancing its robust capabilities, our Website Publisher’s Solutions platform now integrates seamlessly with Amazon's Transparent Ad Marketplace (TAM) and Unified Ad Marketplace (UAM), offering publishers access to our monetization capabilities and marketplace with ease.
Our agent for service in the United States is Intercept Interactive Inc. d/b/a Undertone, which is located at One World Trade Center, 71 st Floor, Suite J, New York, NY 10007. We completed the initial public offering of our ordinary shares in the United States on February 3, 2006.
Our agent for service in the United States is one of our US subsidiaries, Intercept Interactive Inc. d/b/a Perion, which is located at One World Trade Center, 71 st Floor, Suite J, New York, NY 10007. 38 We completed the initial public offering of our ordinary shares in the United States on February 3, 2006.
With the evolving landscape of media consumption, the digital audio advertising channel offers a unique and intimate way for brands to connect with listeners, driving incremental growth. AI Technological Advancements The digital advertising landscape is continually reshaped by artificial intelligence (AI) and machine learning (ML), which drive enhancements in targeted advertising, optimization, and performance measurement.
With the evolving landscape of media consumption, the digital audio advertising channel offers a unique and intimate way for brands to connect with listeners, thus driving incremental growth. 40 The rise of AI in Digital Advertising The digital advertising landscape is continually reshaped by artificial intelligence (AI) and machine learning (ML) which drive enhancements in targeted advertising, optimization, and performance measurement.
In the rapidly evolving digital advertising space, we continue to innovate and offer a suite of diversified business solutions. Our solutions span across key domains such as search advertising, high-impact display, CTV, Retail & Commerce, DOOH, digital audio, SORT®, social and website publisher solutions.
In the rapidly evolving digital advertising space, we continue to innovate and offer a suite of diversified business solutions. Our solutions span across key domains such as high-impact display, CTV, Retail & Commerce, DOOH, digital audio, advanced audience segmentation - SORT®, search advertising, social, and website publisher’s solutions.
The enactment of new proposed laws, and the interpretation of existing laws, adds complexity to our operation, and result in material costs, and may restrict the growth and profitability of our business.
The enactment of new proposed laws, and the interpretation of existing laws, adds complexity to our operations, and could result in material costs, and may restrict the growth and profitability of our business.
With a commitment to driving growth and diversifying our market share, Perion's solutions are designed to meet the complex needs of today's digital landscape, while respecting user privacy through proprietary and leading industry solutions using technology integrations.
With a commitment to driving growth and diversifying our market share, Perion's solutions are designed to meet the complex needs of today's digital advertising landscape, while maintaining privacy compliance through proprietary and industry-leading solutions using technology integrations.
Competition The advertising technology industry is highly competitive. There are a large number of digital media and advertising technology companies that offer services similar to our advertising solutions and compete for finite advertiser/agency budgets and publisher inventory.
Competition The advertising technology industry is highly competitive. There are several digital media and advertising technology companies that offer services similar to our advertising solutions and compete for finite advertiser/agency budgets and publisher inventory.
Since November 20, 2007, our ordinary shares are also traded on the TASE. 44 In the recent years, we completed several acquisitions, including the acquisition of Content IQ LLC in January 2020, the acquisition of Pub Ocean in July 2020, the acquisition of Vidazoo in October 2021 and the acquisition of Hivestack in December 2023.
Since November 20, 2007, our ordinary shares are also traded on the TASE. In the recent years, we completed several acquisitions, including the acquisition of Content IQ LLC in January 2020, the acquisition of Pub Ocean Media UK Limited, in July 2020, the acquisition of Vidazoo Ltd. in October 2021 and the acquisition of Hivestack Technologies Inc., in December 2023.
Analytics Layer Our Analytics Layer provides information and performance metrics and insights for our customers. It reports all the required data, including total budget; the delivery of reach and impressions; engagement metrics, etc.
Analytics Layer Our Analytics Layer provides information and performance metrics and insights for our customers for both pre and post campaign purposes. It reports all the required data, including total budget; the delivery of reach and impressions; engagement metrics, etc.
Supply Management Platform The Supply Management Platform facilitates relationships with our publishers by treating every impression in an optimal manner. Our platform is driven by business requirements and agreed upon monetary expectations, which in turn determine which ads are allowed, what prices are expected, and the allowable frequency.
Supply Management Technologies The Supply Management set of technologies designed to facilitate relationships with our publishers by treating every impression in an optimal manner. Our platform is driven by business requirements and agreed upon monetary expectations, which in turn determine which ads are allowed, what prices are expected, and the allowable frequency.
They can be operationalized in different ways, including the transmission of search queries to search engines such as Bing, search Feed APIs operated on publishers’ domains and an enriched and optimized hosted search results page which offers an enhanced user experience. ● AI system whose technology behind our search solutions optimizes the various phases of the funnel including intent detection and demand optimization to yield performance optimization and maximized consumer experience.
They can be operationalized in different ways, including the transmission of search queries to search engines, search Feed APIs operated on publishers’ domains and an enriched and optimized hosted search results page which offers an enhanced user experience. • AI technology, which powers our search solutions, optimizes the various phases of the funnel including intent detection and demand optimization to drive performance optimization and enhance the consumer experience.
As we collect and aggregate data provided by billions of ad impressions and third-party providers, we analyze the data in order to measure and optimize the placement and delivery of our advertising inventory and provide cross-channel advertising capabilities.
As we collect and aggregate data provided by billions of ad impressions and third-party providers, we analyze the data in order to measure and optimize the placement and delivery of our advertising inventory and provide cross-channel advertising capabilities. Our ability to collect, use, maintain and otherwise process such data is crucial.
Flexibility is key; advertisers can choose between programmatic or managed executions, all underpinned by data-driven insights and optimizations. Committed to delivering measurable results, Perion implements full-funnel measurement to refine and advance campaign performance from inception to conclusion. Together, these integrated solutions revolutionize digital engagement, ensuring that brands not only maintain but amplify their presence in a competitive market. C.
Furthermore, advertisers can choose between programmatic or managed executions, all underpinned by data-driven insights and optimizations. Aiming to deliver measurable results, Perion implements full-funnel measurement to refine and advance campaign performance from inception to conclusion. Together, these integrated solutions drive digital engagement, aiming to enable brands not only to maintain but amplify their presence in a competitive market. A.
Our machine learning employs AI analysis and deploys tens of thousands of combinations of content and advertising to achieve maximum user engagement and publisher profitability. Our Technology Perion’s strong technology moat is embedded in the core of our products and solutions described above.
As part of our Website Publisher Solutions Platform, our machine learning employs AI analysis and deploys tens of thousands of signals to achieve maximum user engagement and publisher profitability. 46 Our Technology Perion’s strong technology moat is embedded in the core of our products and solutions described above.
Due to such strong performance and the need for brands to shift to more privacy-focused approaches, SORT® is currently used by the majority of our eligible customers. Further, SORT® does not collect or store any user data, as many other cookieless solutions do, which positions it as a superior, competitively advantaged replacement for third-party cookies.
Due to its strong performance, SORT® is currently used by the majority of our eligible customers. 45 Further, SORT® does not collect or store any user data, as many other cookieless solutions do, which positions it as a competitively advantaged replacement for third-party cookies.
Growth Strategy Perion’s growth strategy is built on a foundation of business diversification, global expansion, and leveraging innovative technological advertising solutions across all major channels, naturally existing on advertising properties along the consumer journey.
Growth Strategy Perion’s growth strategy is built on a foundation of its Perion One strategy, global expansion, and leveraging innovative technological advertising solutions across digital channels, naturally existing on advertising properties along the consumer journey.
Search Advertising Capturing consumers at their moment of highest intent has been well-established as the most ROI positive advertising channel. Thus, it’s not surprising that advertisers are increasingly allocating budgets to search advertising.
Search Advertising Capturing consumers at their moment of highest intent has been well-established as the most ROI-positive advertising channel. Leading advertisers to increasingly allocate budgets to search advertising.
We operate under the laws of the State of Israel. Our headquarters are located at 26 HaRokmim Street, Holon 5885849, Israel. Our phone number is 972-73-398-1000. Our website address is www.perion.com. The information on our website does not constitute a part of this annual report.
We operate under the laws of the State of Israel. Our headquarters are located at 2 Leonardo Da Vinci Street, 24 th floor, Tel Aviv 6473309, Israel. Our phone number is 972-73-398-1000. Our website address is www.perion.com. The information on our website does not constitute a part of this annual report.
Perion’s ability to rapidly shift and reallocate resources between different channels allows us to capitalize on these shifts in spending and budget allocation in a timely and efficient manner. Efficient Operations Over the past several years, Perion has been successfully implementing cross-company efficiency measures and processes as part of our profitable growth strategy.
Perion’s ability to rapidly shift and reallocate resources between different channels allows us to capitalize on these shifts in spending and budget allocation in a timely and efficient manner. Efficient Operations Over the past year, Perion has been successfully implementing cross-company efficiency measures through headcount reductions and implementation of AI-driven automation processes and operations.
The Analytics Layer supports our data driven operations, providing advertisers full visibility of KPI’s on key processes while facilitating data and reporting in a self-service manner, with pre-build dashboards and reports. d. Creative Platform Perion’s High-Impact Creative Platform is a key component of our solutions.
The Analytics Layer supports our data driven operations, providing advertisers full visibility of KPIs on key processes while facilitating data and reporting in a self-service manner, with pre-built dashboards and reports as well as self-serve operational interfaces. 47 e. Creative Platform Perion’s DCO - high-impact Dynamic Creative Optimization Platform is a key component of our solutions.
Here are some key trends and opportunities in the industry: CTV Ad Spending As viewership increasingly shifts from conventional broadcast and cable TV to connected TV platforms, advertisers have the chance to leverage advanced data analytics and targeting capabilities inherent to digital platforms.
Below are some of the key trends and opportunities in the industry: 39 The Shift Towards Premium Video and Connected TV (CTV) As viewership increasingly shifts from conventional broadcast and cable TV to connected TV platforms, advertisers can leverage advanced data analytics and targeting capabilities inherent to digital platforms.
According to eMarketer, digital audio ad spending accounted for $6.7 billion in 2023, and is expected to grow by 10.5% to reach $7.4 billion in 2024 and $9.7 billion in 2027. As consumers increasingly engage with digital audio platforms, advertisers are leveraging this medium to reach targeted audiences effectively.
According to eMarketer, digital audio ad spending accounted for $7.1 billion in 2024, and is expected to reach $8.7 billion in 2028. As consumers increasingly engage with digital audio platforms, advertisers are leveraging this medium to more effectively reach targeted audiences.
Inorganic growth strategy Perion’s growth strategy consists of both organic and inorganic growth through acquisitions. Our net cash position provides us with the sufficient financial resources to acquire companies that will boost our growth either through expanding digital ad channels, expanding our customer reach, geographical footprint or through new and advanced technology that would shorten our time to market.
Our net cash position provides us with sufficient financial resources to acquire companies that align with our strategic goals and will accelerate our growth either through expanding digital ad channels, expanding our customer reach, geographical footprint, or through new and advanced technology that would shorten our time to market and expand our market share.
High-Impact Display In 2023, U.S. display advertising spend, including banners, rich media, video and social, was $150 billion and, according to eMarketer, is expected to increase by 61% and reach $242 billion in 2027.
High-Impact Display In 2024, U.S. display advertising spend, including banners, rich media, video and social, was $174.4 billion and, according to eMarketer, is expected to increase by 51% and reach $263.7 billion in 2028.
In many cases, when we deliver an advertisement, we are able to collect certain data, including personal data, about the content and placement of the ad, the relevancy of such ad to a user and the interaction of the user with the ad, such as whether the user viewed or clicked on the ad or watched a video.
Many areas of laws and regulations affecting the internet remain largely unsettled, even in areas where there has been some legislative or regulatory action. 49 In many cases, when we deliver an advertisement we are able to collect certain data, including personal data, about the content and placement of the ad, the relevancy of the ad to a user and the interaction of the user with the ad, such as whether the user viewed or clicked on the ad or watched a video.
Perion's High Impact Advertising Suite is at the forefront of digital advertising, transforming how brands engage with consumers in an ever-evolving digital landscape. eMarketer reports that rich media, including high-impact ad formats, as well as outstream and instream video accounted for over $97.5 billion of U.S. digital display ad spend in 2023 and is expected to increase by 75.9%, reaching approximately $171.5 billion in 2027.
Perion's High Impact Advertising Suite transforms the way brands engage with consumers in an ever-evolving digital landscape. eMarketer reports that rich media, including high-impact ad formats, as well as outstream and instream video accounted for $122.4 billion of U.S. digital display ad spend in 2024 and is expected to increase by 64.8%, reaching approximately $201.6 billion in 2028.
According to eMarketer, CTV ad spending in the U.S. accounted for $24.6 billion in 2023, or 9.1% of total U.S. digital ad spending, and is expected to grow by 72.4% to $42.4 billion in 2027, representing 10% of total U.S. digital ad spending for that year, taking a growing share of linear TV ad spending.
According to eMarketer, CTV ad spending in the U.S. accounted for $28.8 billion in 2024, or 9.3% of total U.S. digital ad spending, and is expected to grow to $46.9 billion in 2028, representing 10.2% of total U.S. digital ad spending for that year, taking a growing share of linear TV ad spending.
DOOH Digital out-of-home (DOOH) refers to digital media used for advertising outside of the consumer's home in the public domain. Unlike traditional out-of-home advertising, such as billboards and bus stop printed posters, DOOH utilizes digital technology to display advertisements on a variety of digital screens, transforming ordinary public spaces into dynamic experiences, engaging audiences with eye-catching, contextually relevant content.
Unlike traditional out-of-home advertising, such as billboards with printed posters, DOOH utilizes digital technology to display advertisements on a variety of digital screens powered by advanced algorithms and enriched by multiple dynamic data sets, transforming ordinary public spaces into dynamic experiences, engaging audiences with eye-catching, contextually relevant content.
Retail Media Networks, leveraging retailers’ valuable first-party data, are expanding beyond traditional boundaries to attract new customers, distributing personalized offers across all screens, including Digital Out of Home (DOOH).
Retail Media is expanding beyond traditional boundaries to attract new customers, distributing personalized offers across all screens, including Digital Out of Home (DOOH) and CTV.
Perion’s OVP is certified with the major advertising platforms and compatible with all devices and video formats. The OVP is integrated with a proprietary ad server, ensuring a consistent user experience by reducing latency and errors, adding to its inherent power and efficiency. g.
The OVP is integrated with a proprietary ad server, ensuring a consistent user experience by reducing latency and errors, adding to its inherent power and efficiency. h.
This solution adapts in real-time to a variety of factors such as context, behavior, geography, and demographics, employing advanced AI algorithms to significantly enhance consumer engagement and impact.
WAVE leverages Generative AI to produce dynamic audio ads, generating hundreds of thousands of tailored audio messages. This solution adapts in real-time to a variety of factors such as context, behavior, geography, and demographics, employing advanced AI algorithms designed to significantly enhance consumer engagement and impact. F.
The integration of AI technologies adds the ability to analyze vast datasets, which in turn enables more precise targeting and personalization, enhancing the relevance of ads to individual users.
The integration of AI technologies adds the ability to analyze vast datasets which in turn enables more precise targeting and personalization, and subsequently enhancing the relevance of ads to individual users. Furthermore, AI-driven automation streamlines the advertising workflow by reducing manual tasks and increasing efficiency.
Social The Perion Social platform supports the various phases of campaign management across different channels, integrated with all major social channels like Facebook, LinkedIn, Snapchat, TikTok and Reddit.
Social The Perion Social platform supports the various phases of campaign management across different channels, integrated with the major social channels such as Meta, LinkedIn, Snapchat, X and Pinterest.
Our research and development activities are primarily conducted in Israel, Europe and Canada, focusing on the development of new products, services and platform solutions that will offer our customers a full comprehensive solution for their advertising needs and a higher return on investment (ROI).
Our research and development activities are primarily conducted in Israel, Canada and Europe, focusing on the development of new products, services and platform solutions that will offer our customers a full comprehensive solution for their advertising needs and a higher return on investment (ROI). 41 Market Agility Rapid shifts in media spending are the new normal, as brands gained the insights and internal capabilities to allocate media on a near real-time basis.
Perion follows a strict screening and evaluation process that includes several well-defined criteria, including clear synergies with our existing businesses, companies that display growth in high-growth categories (such as CTV, Retail Media and DOOH etc.), profitable or with a clear path to profitability, high level of technological match, cultural match and more.
Perion follows a strict screening and evaluation process that includes several well-defined criteria, including but not limited to clear synergies with our existing businesses, ability to co-exist along with our existing solutions on a unified platform, companies that display growth in high-growth categories (such as CTV, Retail Media, and DOOH), profitable or with a clear path to profitability, and a high level of technological and cultural match. 43 Our Solutions We believe that Perion is well positioned to benefit from the overall growth of the digital marketplace.
As of December 31, 2023, we lease approximately 9,500 square feet, excluding office space which we currently sublease. The lease expires in 2025 and the annual net cost is approximately $0.7 million. Hivestack’s offices are located in Montreal, Canada. As of December 31, 2023, we lease approximately 4,000 square feet.
Our principal offices in the United States are located at the World Trade Center (WTC) in New York. As of December 31, 2024, we lease approximately 9,500 square feet, excluding office space which we currently sublease. The lease expires in December 2025 and the annual net cost is approximately $0.7 million.
Optimizing monetization of web pages by dynamically matching content with ads from a huge pool of our search partners’ advertisers. • App Monetization - using intent-based search signals to monetize publishers' desktop and mobile apps. • Search Mediation - enables media traders to monetize search demand and achieve higher yields by leveraging the machine learning that drives our mediation platform.
Our Search monetization solution is comprised of the following two offerings: ● App Monetization - using intent-based search signals to monetize publishers' desktop and mobile apps. ● Search Mediation - enables media traders to monetize search demand and achieve higher yields by leveraging the machine learning that drives our mediation platform.
Notably, the Live CTV with the LBar format maintains brand visibility with a non-intrusive 'L' shaped banner during live content—an innovation that sustains brand presence without the conventional video asset.
The Stay-Live CTV provides a picture-and-picture experience, keeping viewers connected during live events, while Interactive CTV overlays extend the advertisement's reach with additional interactive features. Notably, the Live CTV with the LBar format maintains brand visibility with a non-intrusive 'L' shaped banner during live content—an innovation that sustains brand presence without the conventional video asset.
This shift allows for more personalized and engaging ad experiences, reaching audiences across multiple devices and formats. The granular audience insights available through Connected TV (CTV) and Over-The-Top (OTT) platforms enable advertisers to optimize their campaigns for better ROI and expand their reach to additional audiences, tapping into viewer preferences and behaviors.
The granular audience insights available through CTV and Over-The-Top (OTT) platforms enable advertisers to optimize campaigns for a better ROAS and expand their reach to additional audiences by tapping into viewer preferences and behaviors.
Non-compliance with such laws could result in enforcement actions, fines and reputational harm. We voluntarily participate in industry self regulatory bodies such as the NAI and the DAA, which promulgate best practices or codes of conduct addressing, among other things, data protection, data privacy, cybersecurity and the delivery of digital advertising.
We voluntarily participate in industry self-regulatory bodies such as the NAI, IAB and the DAA, which promulgate best practices or codes of conduct addressing, among other things, data protection, data privacy, cybersecurity and the delivery of digital advertising. We adopted privacy policies and practices to address privacy implications on our various business activities.
Our advanced technological solutions, which are applied throughout the consumer journey and marketing funnel, include capabilities that enabled us to achieve above industry average margins: ● The ability to monetize search traffic through our partnerships with search engines such as Microsoft Advertising (Bing), and others through innovative publisher-centric solutions and online quality control and monitoring systems. ● The ability to meet advertiser demand for higher sustained user engagement with our sophisticated high-impact Ad suite; ● The ability to monetize the fast-growing Retail Media business, reflected in 114% year-over-year revenue growth we achieved in 2023; ● The ability to innovate in sectors that matter most to brands, such as: ■ The recent introduction of WAVE, a generative AI-powered dynamic audio solution that creates personalized audio advertising messages at scale; ■ SORT®, our proprietary cookieless targeting technology, which was developed in response to advertiser recognition of privacy matters and the upcoming deprecation of cookies by Google.
Our advanced technological solutions are applied throughout the consumer journey and marketing funnel, and include the following capabilities: • The ability to meet advertiser demand for higher sustained user engagement with our sophisticated high-impact Ad suite; • The ability to monetize the fast-growing Retail Media business, reflected in 62% year-over-year revenue growth we achieved in 2024; • The ability to innovate in sectors that matter most to brands, such as: ◾ SORT®, our proprietary cookieless targeting technology, which was developed in response to advertisers’ growing recognition of user privacy matters and the planned deprecation of cookies by Google.
Focus on Technology Technology and innovation are core drivers of our culture and operations and are essential for our growth. Hence, we invest substantial resources in research and development to develop new solutions, applications and services, improve our core technologies and enhance our technology infrastructure and capabilities.
We invest in research and development to develop new solutions, applications and services, improve our core technologies, and enhance our technology infrastructure and capabilities.
Finally, thanks to a proprietary “Privacy Shield” graphic logo that is incorporated into every ad unit utilizing the technology, SORT® consumers are able to recognize when an advertisement they are interested in is utilizing SORT®, and can feel a sense of safety and relief, that they won’t be followed around the web as their behavior is not being tracked. 52 H.
Finally, thanks to a proprietary “Privacy Shield” graphic logo that is incorporated into every ad unit utilizing the technology, SORT® consumers are able to recognize when an advertisement they are interested in is utilizing SORT®, which is a cookieless offering which does not track their behavior online. G.
BUSINESS OVERVIEW Perion is a global technology leader in connecting advertisers to consumers across all major digital advertising channels, including search advertising, social, display, video, digital audio, digital out of home (DOOH) and Connected TV (CTV) advertising.
For a description of our principal capital expenditures and divestitures, see Item 5. “Operating and Financial Review and Prospects - Liquidity and Capital Resources.” B. BUSINESS OVERVIEW Perion is a global technology leader in connecting advertisers to consumers across digital advertising channels, including display, Connected TV (CTV), Open Web, Digital Out of Home (DOOH), search, social and digital audio.
Commerce and Retail Media Networks According to eMarketer, worldwide retail media ad spend is expected to reach $140 billion in 2024, marking a 21.8% increase over 2023 and positioning Retail Media as one of the fastest-growing segments in digital advertising.
Growth of Commerce and Retail Media According to eMarketer, worldwide retail media ad-spend accounted for $148.2 billion in 2024, or 21.5% of total digital ad spending, a 17.9% year-over-year increase, positioning Retail Media as one of the fastest-growing market segments in digital advertising.
While cookies are currently an essential part of the targeting infrastructure of the digital advertising market, they are under increasing pressure for the manner in which they are perceived to violate user privacy.
While cookies are currently an essential part of the targeting infrastructure of the digital advertising market, they are under increasing pressure for the manner in which they are perceived to violate user privacy. SORT® provides a competitive solution that should help Perion capture additional revenue as brands and advertisers move away from traditional methods such as cookies.
ORGANIZATIONAL STRUCTURE The legal name of our Company is Perion Network Ltd. and we are organized under the laws of the State of Israel. The following table sets forth all of our subsidiaries, which are 100% owned directly or indirectly by Perion Network Ltd.: Name of Subsidiary Place of Incorporation Codefuel Ltd. Israel IncrediMail, Inc. Delaware Intercept Interactive, Inc.
The following table sets forth our significant subsidiaries, all of which are 100% owned directly or indirectly by Perion Network Ltd.: Name of Subsidiary Place of Incorporation Codefuel Ltd. Israel IncrediMail, Inc. Delaware Intercept Interactive, Inc. New York Vidazoo Ltd. Israel Hivestack Technologies Inc. Canada 50 D. PROPERTY, PLANTS AND EQUIPMENT Our headquarters are located in Tel Aviv, Israel.
In addition, the launch of ChatGPT in November of 2022, along with the launch of other AI platforms such as Copilot, Gemini (formerly known as Bard) by Google, Claude by Anthropic, and Grok by X, are likely to result in the creation of tools that could increase competition in the advertising technology industry and lower barriers to entry. 55 On the operational side, our ability to attract developers is largely dependent on our ability to pay higher rates to our publishers and developers, our success in creating strong commercial relationships with developers that have successful software, websites or distribution channels, and our ability to differentiate our distribution, monetization, and optimization tools from those of our competitors.
In addition, the launch of ChatGPT, along with the launch of other AI platforms such as Copilot, Gemini (formerly known as Bard) by Google, Claude by Anthropic, and Grok by X, are likely to result in the creation of tools that could increase competition in the advertising technology industry and lower barriers to entry.
Hivestack is a global full stack platform that offers media owners an array of purpose-built software like the DOOH Ad Server, supply-side platform (SSP), and Header Bidder, designed to manage, deliver, and optimize advertising campaigns and revenue for digital screens, enhancing yield and diversifying demand sources efficiently. 51 For media buyers, Hivestack's DOOH demand-side platform (DSP), along with its unique tools smart for campaign planning, delivery and measurement, provides robust capabilities for audience, geolocation and contextual targeting, sourcing optimal inventory and maximizing the effectiveness and ROI of DOOH advertising campaigns.
Our global full stack DOOH platform offers media owners an array of purpose-built software like the DOOH Ad Server, supply-side platform (SSP), and Header Bidder, designed to manage, deliver, and optimize advertising campaigns and revenue for out-of-home digital screens, enhancing yield and diversifying demand sources.
Among the products leveraging AI are our SORT cookieless solution, WAVE audio ads, and more products in the pipeline. 54 f. Online Video Player Our proprietary Online Video Player (OVP), which integrates a full, comprehensive suite of services, including an ad server, allows publishers and brands to upload, manage and stream video content to targeted audiences.
Online Video Player Our proprietary Online Video Player (OVP), which integrates a full, comprehensive suite of services, including an ad server, allows publishers and brands to upload, manage and stream video content to targeted audiences. Perion’s OVP is certified with the major advertising platforms and compatible with all devices and video formats.
AI Technologies Our AI Technologies and machine learning bring deep intelligence to the various phases of campaigns: planning, activation and reporting, utilizing models built on top of our data platforms. Based on campaign-to-campaign learnings and complex heuristics, these technologies are leveraged to build products that generate better performance for our customers and improved efficiency by providing rules-based and budget optimizations.
AI Technologies Our AI Technologies and machine learning bring deep intelligence to the various phases of campaigns: planning, activation and reporting, utilizing models built on top of our data platforms.
In 2023, Perion’s Retail Media revenue stream stood out, and was among the top growth drivers for us, with a year-over-year revenue increase of 114% to nearly $50 million. E.
This is aimed to enable CPGs to create highly targeted campaigns that drive conversions and enhance the shopping experience. In 2024, Perion’s Retail Media revenue stream stood out, and was among the top growth drivers for us, with a year-over-year revenue increase of 62% to over $80 million. D.
These laws and regulations generally impose stringent requirements such as transparency and user consent requirements and allow data subjects to request that we discontinue using certain data. In addition, some countries are considering or have enacted legislation requiring local storage and processing of data. Certain U.S. federal laws also restrict online service providers’ collection of user information on minors.
In addition, some countries are considering or already enacted legislation requiring local storage and processing of data. Certain U.S. federal laws restrict online service providers’ collection of user information on minors. Non-compliance with such laws could result in enforcement actions, fines and reputational harm.
This offers more targeted advertising, efficient spending, and detailed analytics, providing insights into ad performance and audience engagement. According to a PQ Media research report, worldwide DOOH ad spending is expected to increase from US$21.5 billion in 2023 to US$30.7 billion in 2026, reflecting a 42.8% growth. Digital Audio Digital audio advertising is witnessing steady growth.
This offers more targeted advertising, efficient spending, and detailed analytics, providing insights into ad performance and audience engagement. According to Statista, worldwide DOOH ad spending is expected to increase from US$17.3 billion in 2024 to US$26.5 billion in 2030, reflecting a 53.3% growth. In the U.S., eMarketer expects DOOH to grow from $3.2 billion in 2024 to $4.5 in 2028.
Perion harnesses the power of the big screen to ensure brands make an indelible impression during prime moments—whether it's during a gripping live sports event, the intermission of favorite shows, or even during a paused screen scenario. This comprehensive suite encompasses a wide array of formats designed to engage and interact with viewers.
Perion’s High Impact CTV Solution Suite is engineered to captivate audiences punctuating the traditional commercial break with storytelling precision and interactive elements. Perion harnesses the power of the TV screen to allow brands to make an indelible impression during prime moments—whether it's during a gripping live sports event, the intermission of favorite shows, or even during a paused screen scenario.
As technologies advance and user behaviors shift, search advertising continues to offer a powerful tool for businesses to reach high-intent audiences, driving both online and offline conversions. According to eMarketer, advertisers will increase their investment in search advertising, reaching $175.8 billion in 2027.
Search Advertising Search advertising is characterized by its targeted approach and effectiveness in reaching potential customers who are actively searching for specific products or services online. As technologies advance and user behaviors shift, search advertising continues to offer a powerful tool for businesses to reach high-intent audiences, driving both online and offline conversions.
Perion’s Website Publisher solutions provide publishers with monetization technology tools, including an Online Video Player, Content Monetization System, Ad Server, Social monetization, Display monetization, and Yield Ad Management Platform.
Perion’s Website Publisher Solutions provide publishers with monetization technology tools, including an Online Video Player, Ad Server, Display Monetization, and Yield Ad Management Platform. Perion helps connect publishers to the right demand sources, intended to maximize revenue potential and enhance ad performance with advanced AI- technology to capture every revenue moment.
It recommends advertising channels, audience targeting strategies and ad product mix, which are all based on benchmarks and past experiences of the advertiser. Once the plan is created, the data-driven platform pushes instructions to the campaign management system for execution, based on parameters like dates, volume level, list of supply sources and campaign goal. c.
It suggests advertising channels, audience targeting strategies, and ad product mixes based on benchmarks and past campaign data. Once a plan is developed, the platform facilitates execution by relaying instructions to the campaign management system, incorporating parameters such as dates, volume levels, supply sources, and campaign goals. d.
An increasing number of U.S. states, such as California, Virginia, Connecticut, and Colorado, have adopted and additional states are planning to adopt statutes concerning data protection which could affect us. If other states follow suit, it could lead to an increasingly varied and complex regulatory landscape, and result in materially increased costs.
As part of our compliance program, we regularly review our privacy policies and practices in light of evolving regulation. An increasing number of U.S. states, such as California, Virginia, Connecticut, and Colorado, adopted and additional states are planning to adopt statutes concerning data protection which could affect us.
This rapidly growing sector represents a substantial opportunity for innovative advertising solutions. Responding to this market demand, Perion has recently introduced WAVE, a cutting-edge addition to our advertiser solution suite. WAVE leverages Generative AI to produce dynamic audio ads, generating hundreds of thousands of tailored audio messages.
Digital Audio Advertising Market is on a significant upward trajectory, with projections indicating that advertising budgets will approach $8.7 billion by 2028. This rapidly growing sector represents a substantial opportunity for innovative advertising solutions. Responding to this market demand, Perion introduced WAVE, a generative AI cutting-edge addition to our advertiser solution suite.

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Biggest changeOther subsidiaries in Europe are taxed according to the tax laws in their respective countries of residence. 60 Comparison of Period to Period Results of Operations: The following table sets forth our results of operations in dollars amounts and as a percentage of revenue for the periods indicated (in thousands of U.S. dollars): Year ended December 31, 2022 2023 Amount % of Revenue Amount % of Revenue Revenue: Display Advertising $ 360,690 56 % $ 398,244 54 % Search Advertising 279,566 44 344,911 46 Total Revenue 640,256 100 743,155 100 Costs and Expenses: Cost of revenue 30,404 5 37,830 5 Traffic acquisition costs and media buy 372,601 58 432,943 58 Research and development 34,424 5 33,066 4 Selling and marketing 56,014 9 57,991 8 General and administrative 1 27,629 4 31,799 4 Change in fair value of contingent consideration 1 (3,816 ) (1 ) 18,694 3 Depreciation and amortization 13,838 2 14,092 2 Total Costs and Expenses 531,094 83 626,415 84 Income from Operations 109,162 17 116,740 16 Financial income, net 4,502 1 20,951 3 Income before Taxes on income 113,664 18 137,691 19 Taxes on income 14,439 2 20,278 3 Net Income $ 99,225 16 % $ 117,413 16 % 1 Reflects reclassification of $3.8 million of earnout expenses in 2022 that were incurred in connection with an acquisition from general and administrative to change in fair value of contingent consideration. 61 Year Ended December 31, 2023 Compared to December 31, 2022 Revenue.
Biggest changeOther subsidiaries are taxed globally according to the tax laws in their respective countries of residence. 52 Comparison of Period to Period Results of Operations: The following table sets forth our results of operations in dollars amounts and as a percentage of revenue for the periods indicated (in thousands of U.S. dollars): Year ended December 31, 2023 (1) 2024 Amount % of Revenue Amount % of Revenue Revenue: Advertising Solutions $ 398,244 54 % $ 335,550 67 % Search Advertising 344,911 46 162,736 33 Total Revenue 743,155 100 498,286 100 Costs and Expenses: Cost of revenue 37,853 5 46,643 10 Traffic acquisition costs and media buy 432,943 58 285,962 57 Research and development 33,880 5 36,655 78 Selling and marketing 59,341 8 68,497 14 General and administrative 32,062 4 38,697 8 Change in fair value of contingent consideration 18,694 3 1,541 0 Depreciation and amortization 14,092 2 16,434 3 Restructuring costs and other charges - - 6,895 1 Total Costs and Expenses 628,865 85 501,324 101 Income (loss) from Operations 114,290 15 (3,038 ) (1 ) Financial income, net 20,951 3 18,520 4 Income before Taxes on income 135,241 18 15,482 3 Taxes on income 20,278 3 2,868 1 Net Income $ 114,963 15 % $ 12,614 3 % (1) The Company recorded a correction of prior-period errors related to the share-based compensation expenses.
Net cash used in investing activities In 2023, we used in our investing activities $133.4 million cash, primarily due to $101.9 million cash paid for the acquisition of Hivestack, net of cash acquired, $76.6 million purchase of marketable securities, net of sales, and $0.8 million purchase of property plant and equipment, offset by $46.0 proceeds from short-term deposits, net.
In 2023, we used in our investing activities $133.4 million cash, primarily due to $101.9 million cash paid for the acquisition of Hivestack, net of cash acquired, $76.6 million purchase of marketable securities, net of sales, and $0.8 million purchase of property plant and equipment, offset by $46.0 proceeds from short-term deposits, net.
Off Balance Sheet Arrangements We do not have off-balance sheet arrangements (as such term is defined by applicable SEC regulations) that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial conditions, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. 63 C.
Off Balance Sheet Arrangements We do not have off-balance sheet arrangements (as such term is defined by applicable SEC regulations) that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial conditions, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. C.
The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. Goodwill represents excess of the purchase price in a business combination over the fair value of identifiable tangible and intangible assets acquired.
The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. 58 Goodwill represents excess of the purchase price in a business combination over the fair value of identifiable tangible and intangible assets acquired.
The Company estimates forfeitures at the time of grant, and revised if necessary in subsequent periods, if actual forfeitures differ from those estimates. The Company recognizes compensation expenses for the value of its awards, which have graded vesting based on service conditions, using the straight-line method, over the requisite service period of each of the awards, net of estimated forfeitures.
The Company estimates forfeitures at the time of grant, and revised if necessary in subsequent periods, if actual forfeitures differ from those estimates. 57 The Company recognizes compensation expenses for the value of its awards, which have graded vesting based on service conditions, using the straight-line method, over the requisite service period of each of the awards, net of estimated forfeitures.
For more information on uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our business, see Item 3.D “Key Information—Risk Factors.” For additional trend information, see the discussion in Item 5.A. “Operating and Financial Review and Prospects—Operating Results.” 65 E.
For more information on uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our business, see Item 3.D “Key Information—Risk Factors.” For additional trend information, see the discussion in Item 5.A. “Operating and Financial Review and Prospects—Operating Results.” E.
Our solutions also include a content monetization platform that provides publishers with monetization tools across different channels, and a social platform that supports campaign management and media buying capabilities across all major social channels. Search Advertising - we generate Search Advertising revenue from service agreements with our search partners.
Our solutions include a content monetization platform that provides publishers with monetization tools across different channels, and a social platform that supports campaign management and media buying capabilities across all major social channels. Search Advertising - we generate Search Advertising revenue from service agreements with our search partners.
For a discussion of our intellectual property and how we protect it, see “Business Overview—Intellectual Property” under Item 4.B. above. D.
For a discussion of our intellectual property and how we protect it, see “Business Overview—Intellectual Property” under Item 4.B. above. 55 D.
For the years ended December 31, 2022 and 2023, no impairment of long-lived assets was recorded. Recent Accounting Standards For a discussion of other significant accounting policies used in the preparation of our financial statements and recent accounting pronouncements, see Note 2 to our consolidated financial statements contained elsewhere in this Annual Report.
For the years ended December 31, 2023 and 2024, no impairment of long-lived assets was recorded. Recent Accounting Standards For a discussion of other significant accounting policies used in the preparation of our financial statements and recent accounting pronouncements, see Note 2 to our consolidated financial statements contained elsewhere in this Annual Report.
For our Israeli operations, starting 2017 and through 2023, part of our subsidiaries elected to implement the “Preferred Technological Enterprise” benefits pursuant to an amendment to the taxation laws which went into effect in 2017, under which a tax rate of 12% is applied to a portion of our income which qualifies for the benefits.
For our Israeli operations, starting 2017 and through 2024, part of our subsidiaries elected to implement the “Preferred Technological Enterprise” benefits pursuant to an amendment to the taxation laws which went into effect in 2017, under which a tax rate of 12% is applied to a portion of our income which qualifies for the benefits.
Any other income which does not qualify for special benefits is subject to the standard corporate tax rate. With respect to U.S. tax, we continue to utilize accumulated losses and other tax attributes. The federal statutory income tax rate in the United States has been 21% in 2022 and 2023.
Any other income which does not qualify for special benefits is subject to the standard corporate tax rate. With respect to U.S. tax, we continue to utilize accumulated losses and other tax attributes. The federal statutory income tax rate in the United States has been 21% in 2023 and 2024.
The Company evaluates whether Search Advertising revenue and Display Advertising revenue should be presented on a gross basis, which is the amount that a customer pays for the service, or on a net basis, which is the amount of the customer payment less amounts the Company pays to publishers.
The Company evaluates whether Search Advertising revenue and Advertising Solutions revenue should be presented on a gross basis, which is the amount that a customer pays for the service, or on a net basis, which is the amount of the customer payment less amounts the Company pays to publishers.
The Company applies the practical expedient for incremental costs of obtaining contracts when the associated revenue is recognized over less than one year. The Company generates revenue primarily from two major sources, Display Advertising and Search Advertising.
The Company applies the practical expedient for incremental costs of obtaining contracts when the associated revenue is recognized over less than one year. The Company generates revenue primarily from two major sources, Advertising Solutions and Search Advertising.
Net cash used in financing activities In 2023, we used in our financing activities $10.8 million, primarily due to $13.3 million payment of contingent consideration, offset by $2.4 million proceeds from exercise of options.
In 2023, we used in our financing activities $10.8 million, primarily due to $13.3 million payment of contingent consideration, offset by $2.4 million proceeds from exercise of options.
Income Tax Expense A significant portion of our income is taxed in Israel and, as a result of previous acquisitions, in the United States. The standard corporate tax rate in Israel was 23% in 2022 and 2023.
Income Tax Expense A significant portion of our income is taxed in Israel and, as a result of previous acquisitions, in the United States. The standard corporate tax rate in Israel was 23% in 2023 and 2024.
Geographic Breakdown of Revenue For the distribution of our total revenue, by geographic areas, see Note 16 to our consolidated financial statements. 59 Cost of Revenue Cost of revenue consists primarily of expenses associated with the operation of our server hosting, data verification and targeting, campaign creative, labor, as well as customer support.
Geographic Breakdown of Revenue For the distribution of our total revenue, by geographic areas, see Note 18 to our consolidated financial statements. Cost of Revenue Cost of revenue consists primarily of expenses associated with the operation of our server hosting, data verification and targeting, campaign creative, labor, as well as customer support.
TREND INFORMATION Industry trends expected to affect our revenue, income from continuing operations, profitability and liquidity or capital resources: The digital advertising environment is very crowded and consumers suffer from over exposure to advertising, which in turn has resulted in a certain level of blindness to these campaigns, decreasing their effectiveness and value to advertisers.
TREND INFORMATION Industry trends are expected to affect our revenue, income from continuing operations, profitability and liquidity or capital resources: The digital advertising environment is very crowded and consumers suffer from overexposure to advertising, which in turn has resulted in a certain level of blindness to these campaigns, decreasing their effectiveness and value to advertisers.
While we believe the resulting tax balances as of December 31, 2023 are appropriately accounted for, the ultimate outcome of such matters could result in favorable or unfavorable adjustments to our consolidated financial statements and such adjustments could be material. See Note 13 of the Financial Statements for further information regarding income taxes.
While we believe the resulting tax balances as of December 31, 2024 are appropriately accounted for, the ultimate outcome of such matters could result in favorable or unfavorable adjustments to our consolidated financial statements and such adjustments could be material. See Note 15 of the Financial Statements for further information regarding income taxes.
RESEARCH, DEVELOPMENT, PATENTS AND LICENSES, ETC. We conduct our research and development activities primarily in Israel, Europe and starting December 2023, in Canada. As of December 31, 2023, our research and development department included 157 employees and the services of additional 13 contractors through a third-party service providers.
RESEARCH, DEVELOPMENT, PATENTS AND LICENSES, ETC. We conduct our research and development activities primarily in Israel, Europe and starting December 2023, in Canada. As of December 31, 2024, our research and development department included 135 employees and the services of additional 8 contractors through a third-party service providers.
To the extent we acquire new businesses, these acquisitions may be financed by any of, or a combination of, current cash on the balance sheet, cash generated from operations, debt or equity issuances. 62 As of December 31, 2023, we had $472.7 million in cash, cash equivalents, short-term deposits and marketable securities, compared to $429.6 million at December 31, 2022.
To the extent we acquire new businesses, these acquisitions may be financed by any of, or a combination of, current cash on the balance sheet, cash generated from operations, debt or equity issuances. As of December 31, 2024, we had $373.3 million in cash, cash equivalents, short-term deposits and marketable securities, compared to $472.7 million at December 31, 2023.
We believe that our current working capital and cash flow from operation, in addition to proceeds from our 2021 public offerings, are sufficient to meet our operating cash requirements for at least the next twelve months. Our cash requirements have principally been for working capital, capital expenditures and acquisitions.
We believe that our current working capital and cash flow from operation, in addition to proceeds from our 2021 public offerings, are sufficient to meet our operating cash requirements for at least the next twelve months.
Perion’s Retail Media solutions provide a unique solution through advertising “Ads-as-a-platform” that enable personalized, dynamic solutions in Perion’s signature high-impact approach, which are highly coveted as grocers and other retailers shift from print advertising to digital solutions.
Perion’s Retail Media solutions provide a unique solution that enables personalized, dynamic solutions in Perion’s signature high-impact approach, which are highly coveted as grocers and other retailers shift from print advertising to digital solutions.
As of December 31, 2023, the maximum total compensation cost related to options and RSU’s, granted to employees and directors not yet recognized amounted to $25.7 million. This cost is expected to be recognized over a weighted average period of 1.58 years. 66 Taxes on Income We are subject to income taxes primarily in Israel and the United States.
As of December 31, 2024, the maximum total compensation cost related to options and RSU’s, granted to employees and directors not yet recognized amounted to $13.5 million. This cost is expected to be recognized over a weighted average period of 1.46 years. Taxes on Income We are subject to income taxes primarily in Israel and the United States.
The transition in recent years of consumer consumption of applications, services and content from desktop towards mobile platforms has accelerated and, as a result, an increasing share of advertising campaigns are channeled towards mobile platforms resulting in fewer consumer software downloadable products being developed.
Our search monetization revenue is predominantly within the desktop computer environment. The transition in recent years of consumer consumption of applications, services and content from desktop towards mobile platforms has accelerated and, as a result, an increasing share of advertising campaigns are channeled towards mobile platforms resulting in fewer consumer software downloadable products being developed.
Total stock-based compensation expense recorded during 2023 was $15.6 million, of which $0.9 million was included in cost of revenue, $2.8 million in research and development expenses, $7.0 million in selling and marketing expenses, and $4.9 million in general and administrative expenses.
Total stock-based compensation expense recorded during 2024 was $27.2 million, of which $2.4 million was included in cost of revenue, $5.8 million in research and development expenses, $9.6 million in selling and marketing expenses, and $9.4 million in general and administrative expenses.
Research and development expenses were $34.4 million and $33.1 million in the years ended December 31, 2022 and 2023, respectively. We regard technology and innovation as core drivers of our culture and operations and are essential for our growth.
Research and development expenses were $33.9 million and $36.7 million in the years ended December 31, 2023 and 2024, respectively. We regard technology and innovation as core drivers of our culture and operations and are essential for our growth.
For the years ended December 31, 2022 and 2023, no impairment losses were recorded. 67 Impairment of Long-Lived Assets We are required to assess the impairment of tangible and intangible long-lived assets and right-of-use assets subject to amortization, under ASC 360 “Property, Plant and Equipment”, on a periodic basis and when events or changes in circumstances indicate that the carrying value may not be recoverable.
Impairment of Long-Lived Assets We are required to assess the impairment of tangible and intangible long-lived assets and right-of-use assets subject to amortization, under ASC 360 “Property, Plant and Equipment”, on a periodic basis and when events or changes in circumstances indicate that the carrying value may not be recoverable.
Interest income consists of interest earned on our cash, cash equivalents, short -term bank deposits and marketable securities. We expect interest income to vary depending on our average investment balances and market interest rates during each reporting period. Foreign currency exchange changes reflect gains or losses related to transactions denominated in currencies other than the U.S. dollar.
We expect interest income to vary depending on our average investment balances and market interest rates during each reporting period. Foreign currency exchange changes reflect gains or losses related to transactions denominated in currencies other than the U.S. dollar.
Perion’s CTV business continued to gain traction in 2023, growing by 56% year-over-year and representing 8% of its total display advertising revenue. The digital advertising environment is complex and fragmented, making it increasingly difficult for advertisers, including brands and agencies, to determine the difference between offerings. This is driving advertisers to look for comprehensive and holistic solution and service providers.
Perion’s CTV business continued to gain traction in 2024, growing by 30% year-over-year and representing 13% of its total Advertising Solutions revenue. The digital advertising environment is complex and fragmented, making it increasingly difficult for advertisers to determine the difference between offerings. This is driving advertisers to look for a comprehensive and holistic solution and service provider.
In addition, advertisers are looking for clean, safe and transparent solutions. Perion is working diligently to address these needs in our various revenue streams by providing robust, scalable and differentiated products across multiple platforms.
In addition, advertisers are looking for clean, safe and transparent solutions. Perion is working diligently to address these needs by providing robust, scalable and differentiated technologies and solutions across multiple channels and market verticals.
Our primary sales offices are located in the United States. We also have several sales and representative offices located in North America, APAC and EMEA. A.
We also have several sales and representative offices located in North America, APAC, and EMEA. A.
The qualitative assessment includes judgement and considers events and circumstances that might indicate that a reporting unit’s fair value is less than its carrying amount.
The qualitative assessment includes judgement and considers events and circumstances that might indicate that a reporting unit’s fair value is less than its carrying amount. For the years ended December 31, 2023 and 2024, no impairment losses were recorded.
The following table presents the major components of net cash flows for the periods presented (in thousands of U.S. dollars): Year ended December 31, 2022 2023 Net cash provided by operating activities $ 122,119 $ 155,463 Net cash used in investing activities (46,816 ) (133,354 ) Net cash used in financing activities (3,258 ) (10,823 ) Effect of exchange rate changes on cash and cash equivalents (59 ) 141 Net increase in cash and cash equivalents and restricted cash $ 71,986 $ 11,427 Net cash provided by operating activities In 2023, our operating activities provided cash in the amount of $155.5 million, primarily as result of income in the amount of $117.4 million, increased by non-cash expenses of change in payment obligation related to acquisitions of $19.3 million, stock-based compensation expenses of $15.6,depreciation and amortization of $14.1 million, offset by a net change of $3.2 million in operating assets and liabilities and $5.5 million change in accrued interest, net.
Our cash requirements have principally been for working capital, capital expenditures and acquisitions. 54 The following table presents the major components of net cash flows for the periods presented (in thousands of U.S. dollars): Year ended December 31, 2023 2024 Net cash provided by operating activities $ 155,463 $ 6,939 Net cash provided by (used in) investing activities (133,354 ) 62,602 Net cash used in financing activities (10,823 ) (100,914 ) Effect of exchange rate changes on cash and cash equivalents 141 ) (213 ) Net increase (decrease) in cash and cash equivalents and restricted cash $ 11,427 $ (31,586 ) Net cash provided by operating activities In 2024, our operating activities provided cash in the amount of $6.9 million, primarily as result of income in the amount of $12.6 million, increased by stock-based compensation expenses of $27.2, depreciation and amortization of $16.4 million and restructuring costs of $6.9 million, offset by a net change of $49.2 million in operating assets and liabilities and $7.3 million change in payment obligation related to acquisitions.
According to eMarketer, Retail media accounted for $46.7 billion in 2023, 17.3% of all digital ad spending in the U.S., and is expected to increase by 136% to $110.4 billion by 2027, or 26% of the U.S. digital ad spending.
According to eMarketer, Retail media accounted for $52.3 billion in 2024, 13.2% of all digital ad spending in the U.S., and is expected to increase by 89% to $99 billion by 2028, or 18.7% of the U.S. digital ad spending.
Display Advertising - we generate revenue from Display Advertising by delivering high-impact ad formats across different channels including display, social, CTV, digital audio, DOOH and Web Publisher Solutions. Our diverse, technology-focused multi-channel set of solutions is designed to drive consumer engagement and high ROI for advertisers through high-impact ad formats.
In addition, we generate revenue by delivering Web Publisher Solutions and DOOH media owners solutions, such as Ad Servers, SSP and Header Bidder. Our diverse, technology-focused multi-channel set of solutions is designed to drive consumer engagement and high ROI for advertisers through high-impact ad formats.
OPERATING RESULTS Components of Statements of Operations The following describes the nature of our principal items of income and expense: Revenue We generate our revenue primarily from two major sources, display advertising and search advertising.
OPERATING RESULTS Components of Statements of Operations The following describes the nature of our principal items of income and expense: Revenue We generate our revenue primarily from two major sources, advertising solutions and search advertising. 51 Advertising Solutions - we generate revenue from Advertising Solutions by delivering high-impact and standard ad formats across different channels including standard and high-impact display, social, CTV, digital audio and DOOH.
The increase was primarily due to higher pretax income in 2023 and a one-time recognition of earnout contingent expenses which are non-deductible for tax purposes. B. LIQUIDITY AND CAPITAL RESOURCES To date, we have financed our general capital expenditures with cash generated from operations, debt and equity offerings.
The decrease was primarily due to lower pre-tax income in 2023. B. LIQUIDITY AND CAPITAL RESOURCES To date, we have financed our general capital expenditures with cash generated from operations, debt and equity offerings.
For additional information see also the Risk Factor titled - “Our search advertising solution depends heavily upon revenue generated from our agreement with Microsoft, and any adverse change in that agreement could adversely affect our business, financial condition and results of operations.” Another trend that is shaking up the Internet, and specifically search advertising, is generative AI and Microsoft’s Bing integration of the AI-driven ChatGPT.
For additional information see also the Risk Factor titled - “Our search advertising solution depends heavily upon revenue generated from our agreement with Microsoft, and any adverse change in that agreement could adversely affect our business, financial condition and results of operations.” As the search landscape continues to evolve—driven by advancements in AI-powered search experiences, voice search, and personalized content recommendations—the competitive environment remains dynamic.
Retail media is a fast-growing market segment, as retailers look to leverage the first-party data they manage to create advertising opportunities both on their consumer-facing websites and the open web.
This agility allows Perion to swiftly reallocate resources and capitalize on areas of increased advertiser demand, ensuring that clients achieve maximum value and impact in a dynamic market environment. Retail media is a fast-growing market segment, as retailers look to leverage the first-party data they manage to create advertising opportunities both on their consumer-facing websites and the open web.
Our advanced technological solutions, which are applied throughout the consumer journey and marketing funnel, include capabilities that enabled us to achieve above industry average margins. In 2023, our efforts were focused on adapting, extending and maintaining compatibility with the ever-changing business landscapes and automation of our platforms and operating systems.
Our advanced technological solutions, which are applied throughout the consumer journey and marketing funnel, include capabilities that enabled us to achieve above industry average margins.
In 2022, our operating activities provided cash in the amount of $122.1 million, primarily as result of income in the amount of $99.2 million, decreased by non-cash expenses, depreciation and amortization of $13.8 million, stock-based compensation expenses of $11.6, and net change of $2.7 million in operating assets and liabilities offset by change in accrued interest, net of $3.6 million and change in deferred taxes of $1.4 million.
In 2023, our operating activities provided cash in the amount of $155.5 million, primarily as result of income in the amount of $115.0 million, increased by non-cash expenses of change in payment obligation related to acquisitions of $19.3 million, stock-based compensation expenses of $18.0 depreciation and amortization of $14.1 million, offset by a net change of $3.2 million in operating assets and liabilities and $5.5 million change in accrued interest, net.
These adjustments led to a reduction in Revenue Per Thousand Impressions (RPM) for both Perion and other Microsoft distribution partners. These changes contributed to decreased search volume. Our results of operations were negatively impacted as a result in the first quarter of 2024 and we expect an adverse impact on our results of operations in the future.
In the first quarter of 2024, we experienced a decline in our search advertising activity, attributable to changes in advertising pricing and mechanisms implemented by Microsoft in its search distribution marketplace. These adjustments led to a reduction in Revenue Per Thousand Impressions (RPM) for both Perion and other Microsoft distribution partners.
In 2022, we used in our investing activities $46.8 million cash, primarily due to $36.2 million investment in short-term deposits, $9.6 million cash paid in connection to acquisitions and $1.1 million purchase of property plant and equipment.
Net cash provided by (used in) investing activities In 2024, our investing activities provided cash in the amount of $62.6 million cash, primarily due to $68.1 million proceeds from short-term deposits, net, offset by $6.8 million purchase of property plant and equipment.
It is expected that ChatGPT will revolutionize Bing search capabilities by providing more advanced and intuitive search experiences for its users, better meeting their needs and expectations. Since the launch of Microsoft’s ChatGPT, other companies were quick to introduce their own Generative AI platforms such as Gemini (formerly known as Bard) by Google, Claude by Anthropic and Grok by X.
This evolution could fundamentally alter traditional search behaviors, impact ad placement strategies, and redefine user expectations for online discovery. Since the launch of Microsoft’s ChatGPT, other companies were quick to introduce their own Generative AI platforms such as Gemini (formerly known as Bard) by Google, Claude by Anthropic and Grok by X.
Our solution offers a full suite of services for advertising brands and agencies, from creative all the way through to analytic data collection and processing, which is also utilized through its in-demand programmatic capabilities. Through Content IQ, we provide advertisers the ability to serve advertisements which are targeted to the end-user’s interests alongside relevant optimized content and page-level reader engagement.
Our solution offers a wide suite of services for advertising brands and agencies, from creative all the way through to analytic data collection and processing, which is also utilized through its in-demand programmatic capabilities. Our solutions include a technology platform for buying media on social and mobile platforms which helps optimize the money spent by agencies and advertisers.
This is likely to result in the creation of tools that could increase competition in the advertising technology industry and lower barriers to entry.
This is likely to result in the creation of tools that could increase competition in the advertising technology industry and lower barriers to entry. In the past few years, browser companies, particularly Google and Microsoft, have implemented policy changes, regulations, and technologies that increasingly restrict the ability to modify browser settings, even with user consent.
Depreciation and Amortization Depreciation and amortization consist primarily of depreciation of our property and equipment and the amortization of our intangible assets as a result of our acquisitions. Financial Income (Expense), Net Financial income (expense), net consists of mainly interest income, foreign currency exchange gains or losses and foreign exchange forward transactions expenses.
Financial Income (Expense), Net Financial income (expense), net consists of mainly interest income, foreign currency exchange gains or losses and foreign exchange forward transactions expenses. Interest income consists of interest earned on our cash, cash equivalents, short -term bank deposits and marketable securities.
S&M expenses increased by 4%, from $56.0 million, or 9% of revenue in 2022 to $58.0 million, or 8% of revenue in 2023. The increase was primarily due to higher commissions aligned with the increase in revenue, as well as an increase in our marketing expenses and stock-based compensation. General and administrative expenses .
The increase was primarily as a result of increased headcount and employee-related costs following the acquisition of Hivestack in December 2023, as well as an increase in our marketing expenses and sales commissions. General and administrative expenses . G&A increased by 21%, from $32.1 million, or 4% of revenue in 2023 to $38.7 million, or 8% of revenue in 2024.
Change in fair value of contingent consideration . Changes in fair value of contingent consideration in 2023 include a $18.7 million fair-value adjustment of the contingent consideration payable in respect to Vidazoo acquisition as a result of performance overachievement and an amendment to the share purchase agreement entered into effect on June 14, 2023. Depreciation and amortization .
Change in fair value of contingent consideration . Changes in fair value of contingent consideration in 2024 include a $1.5 million fair-value adjustment of the contingent consideration payable in respect to previous acquisition. Depreciation and amortization . Depreciation and amortization expenses increased by 17%, from $14.1 million in 2023 to $16.4 million in 2024.
The decrease was primarily due to employee-related costs resulting from exchange rate fluctuations as well as decrease in our average headcount during the year as a result of process automation, offset by an increase in stock-based compensation expenses in 2023. Selling and marketing expenses .
The increase was primarily as a result of increased headcount and employee-related costs following the acquisition of Hivestack in December 2023 and by an increase in stock-based compensation expenses in 2024. Selling and marketing expenses . S&M expenses increased by 15%, from $59.3 million, or 8% of revenue in 2023 to $68.5 million, or 14% of revenue in 2024.
The $43.1 million increase is primarily result of $155.5 million net cash provided by operating activities offset by $101.9 million cash paid in connection with the Hivestack acquisition, net of cash acquired and $13.3 million cash paid with connection to Vidazoo’s contingent consideration.
The $99.4 million decrease is primarily result of $54.5 million net cash with connection to previous acquisition contingent consideration, and $46.9 million paid for the repurchase of shares.
Cost of revenue increased by 24%, from $30.4 million in 2022 to $37.8 million in 2023 and remained stable at 5% of revenue in 2022 and 2023. The increase in cost of revenue expenses was primarily as a result of increased headcount, hosting and data verification and targeting software expenses which was aligned with the increase in the Company’s revenue.
The increase in cost of revenue was primarily as a result of increased headcount, hosting and data verification and targeting software expenses following the acquisition of Hivestack in December 2023. 53 Traffic acquisition costs and media buy . TAC amounted to $286.0 million, or 57% of revenue, in 2024, compared with $432.9 million, or 58% of revenue, in 2023.
Search Advertising revenue increased by 23%, from $279.6 in 2022 to $344.9 in 2023, accounting for 46% of revenue in 2023. This increase was primarily due to a 57% increase in Average Daily Searches and an 18% increase in the average annual number of publishers to 160. Cost of revenue .
The decrease was primarily due to decrease in average daily searches and the number of publishers we work with following the changes implemented by Microsoft Bing during 2024. Cost of revenue . Cost of revenue increased by 23%, from $37.8 million, or 5% of revenue in 2023 to $46.6 million, or 10% of revenue in 2024.
This increase was mainly driven by a 114% increase in Retail Media revenue to $49.7 million and a 56% increase in CTV to $33.5 million, partially offset by 7% decrease in Video revenue to $143.2 million, due to shifting inventory from video to display to gain higher profit. Search Advertising revenue .
This decrease was primarily due to a 61% decrease in Video revenue, partially offset by a $64.9 million increase in DOOH revenue and a 30% increase in CTV revenue to $43.6 million. Search Advertising revenue . Search Advertising revenue decreased by 53%, from $344.9 in 2023 to $162.7 in 2024, accounting for 33% of revenue in 2024.
Even though traditional linear TV ad spending dominates the market, CTV advertising is growing at a much faster rate. According to eMarketer, CTV ad spending is expected to increase from $24.6 billion in 2023 to $42.4 billion in 2027, while linear TV ad spending is expected to decrease by 9.3% from $60.4 billion to $54.7 billion during the same period.
According to eMarketer, CTV ad spending is projected to grow from $28.8 billion in 2024 to $46.9 billion in 2028, while linear TV ad spending is expected to decline by 24.4%, dropping from $59.7 billion to $45.1 billion over the same period.
The increase was primarily due to interest income earned on increased cash balances invested in bank deposits and marketable securities which yielded a higher interest rate in 2023. Taxes on income. Taxes on income increased from $14.4 million, or 2% of revenue in 2022 to $20.3 million, or 3% of revenue in 2023.
Finance income decreased by $2.4 million from $20.9 million in 2023 to $18.5 million in 2024. The decrease was primarily resulting from exchange rate fluctuations. Taxes on income. Taxes on income decreased from $20.3 million, or 3% of revenue in 2023 to $2.9 million, or 1% of revenue in 2024.
Depreciation and amortization expenses increased by 2%, from $13.8 million in 2022 to $14.1 million in 2023. The increase is primarily attributable to the amortization of the acquired intangible assets derived from Vidazoo acquisition. Financial Income (Expense), Net. Finance income increased by $16.5 million from $4.5 million in 2022 to $21.0 million in 2023.
The increase is primarily attributable to the amortization of the acquired intangible assets derived from Hivestack acquisition in December 2023. Restructuring costs and other charges . Restructuring costs and other charges in 2024 include a $6.9 million in respect to our restructuring plan which was implemented during the year. Financial Income (Expense), Net.
G&A increased by 15%, from $27.6 million in 2022 to $31.8 million in 2023, and remained stable at 4% of revenue in 2022 and 2023. The increase was primarily due to Hivestack acquisition related expenses, as well as increase in our headcount and higher expenses in software and hardware, which were incurred to bolster our security initiatives.
The increase was primarily as a result of increased headcount and employee-related costs following the acquisition of Hivestack in December 2023, as well as increase in rent and utilities as a result of our new headquarters, higher expenses for software and hardware relating to enhancement of our cyber security measures, and increased stock-based compensation.
Certain information called for by this Item 5, including a discussion of the year ended December 31, 2021 compared to the year ended December 31, 2022 has been reported previously in our annual report on March 15, 2023 under Item 5 “Operating and Financial Review and Prospects”.
For a discussion of our results of operations for the year ended December 31, 2022, including a year-to-year comparison between 2023 and 2022, and a discussion of our liquidity and capital resources for the year ended December 31, 2022, refer to Item 5.
Advertisers and consumers are increasingly aware of online privacy matters, recognizing the need to protect user privacy ahead of the expected depreciation of cookies by Google.
Advertisers and consumers are becoming increasingly aware of online privacy concerns, recognizing the importance of protecting user data and complying with evolving regulations—even as Google reverses its decision to phase out third-party cookies in Chrome.
To cut through the clutter, Perion is concentrating on offering unique, stand-out quality ad formats, including tremendous creative execution that grabs the attention of consumers, thereby increasing the effectiveness of the ad and ultimately the value to advertisers.
To cut through the clutter, Perion is concentrating on offering multichannel technologies, creative capabilities and tools that help brands, agencies and retailers thereby increase the effectiveness of their ad campaigns and ultimately the value to advertisers. The macroeconomic environment in 2024 presented both challenges and opportunities for advertisers, prompting a strategic reassessment of ad budgets.
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Company Overview Perion is a global multi-channel advertising technology company that connects advertisers with consumers through technology across all major channels of digital advertising – including search advertising, social media, display, video, DOOH, digital audio and Connected TV (CTV) advertising. Our headquarters are located in Israel and our primary research and development facilities are located in Israel, Canada and Europe.
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“Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2023. Company Overview Perion is helping agencies, brands and retailers get better results with their marketing investments by providing advanced technology across all major digital channels.
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Revenue increased by 16% from $640.3 million in 2022 to $743.2 million in 2023. Display Advertising revenue . Display Advertising revenue increased by 10%, from $360.7 in 2022 to $398.2 in 2023, accounting for 54% of revenue in 2023.
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We are making digital advertising more effective by building solutions that continuously adapt to connect the dots between data, creative and channels. Our headquarters are located in Israel and our primary research and development facilities are located in Israel, Canada and Europe. Our primary sales offices are located in the United States.
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Traffic acquisition costs and media buy . TAC amounted to $372.6 million in 2022, compared with $432.9 million in 2023 and remained stable at 58% of revenue in 2022 and 2023. Research and development expenses . R&D decreased by 4% from $34.4 million, or 5% of revenue in 2022 to $33.1 million, or 4% of revenue in 2023.
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Restructuring costs and other charges Restructuring costs and other charges consist of the expenses incurred by the company in adjusting its operations and increase efficiency. Depreciation and Amortization Depreciation and amortization consist primarily of depreciation of our property and equipment and the amortization of our intangible assets as a result of our acquisitions.
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In February 2024, our board of directors approved a shares repurchase plan for an aggregate amount of up to $50 million, which, as of the date of this report, was increased to a total of up to $75 million.
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See Note 2 of the Financial Statements for further information regarding such recording of a correction of prior-period errors. Year Ended December 31, 2024 Compared to December 31, 2023 Advertising Solutions revenue . Advertising Solutions revenue decreased by 16%, from $398.2 in 2023 to $335.6 in 2024, accounting for 67% of revenue in 2024.
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The program is subject to the filing of the Company’s audited annual financial report for the year 2023, which is part of this annual report.
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The margin expansion was primarily due to changes in the product mix, focusing on more profitable solutions. Research and development expenses . R&D increased by 8%, from $33.8 million, or 5% of revenue in 2023 to $36.7 million, or 78% of revenue in 2024.
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In 2022, we used in our financing activities $3.3 million, primarily due to $9.1 million payment of contingent consideration, offset by $5.8 million proceeds from exercise of options.
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Net cash used in financing activities In 2024, we used in our financing activities $100.9 million, primarily result of $54.5 million net cash with connection to previous acquisition contingent consideration, and $46.9 million paid for the repurchase of shares.
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The macroeconomic environment during 2023 forced advertisers to reassess their digital advertising budgets, causing them to shift budgets from standard ad units to direct response platforms such as search advertising and high-impact ad units for video and display, including CTV and retail.
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In 2024, our efforts were focused on adapting, extending and maintaining compatibility with the ever-changing business landscapes and automation of our platforms and operating systems, including the preparation for our strategy aimed to unify all businesses units, brands and technologies under the Perion brand and into one advanced platform named “Perion One”, which we announced on February 3, 2025.
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These actions were intended to increase customer engagement, thus enhancing their brand equity and increasing return on investment (ROI). Through its business diversification strategy, Perion operates across all major digital channels, and can rapidly react to those shifts in spending and capitalize on them by focusing its efforts and resources to where budgets are shifting.
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Amid economic uncertainty, fluctuating consumer confidence, and evolving regulatory pressures, advertisers prioritized performance-driven ad formats to maximize ROAS and engagement. This led to a shift in spending toward direct response platforms such as search advertising, as well as high-impact video and display formats, including CTV, retail media, social video (such as YouTube and short-form video) and AI-driven ad experiences.
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This is evident in the continuous increase in customer adoption of Perion’s cookieless SORT® solution, as over 80% of our SORT®-eligible campaigns adopted our SORT® solution in Q4 2023. 64 Another trend we are seeing is a shift from linear TV to digital Connected TV (CTV).
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These investments aimed to drive measurable outcomes, enhance brand equity, and improve efficiency in a competitive landscape. Through our business diversification strategy, Perion is uniquely positioned to adapt to these shifting trends, operating across multiple digital channels and leveraging AI-powered ad technologies to optimize performance.
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Our solution includes a technology platform for buying media on social and mobile platforms which helps optimize the money spent by agencies and advertisers. In turn, we also provide the publisher a solution for creating new advertising inventory and increasing their revenue. Our search monetization revenue is predominantly within the desktop computer environment.

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Item 6. [Reserved]

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

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Biggest changeFrom 2013 to 2014, Mr. Vorhaus served as a director of Grow Mobile. In 1987, he founded Vorhaus Investments. Vorhaus advises a number of start-ups and venture capital firms. He also has a wide variety of early stage investments primarily in media and related areas. Mr. Vorhaus formerly served as a director of Altimar Acquisitions Corporation I, II and III.
Biggest changeVorhaus served as the President of Magid Advisor a unit of Magid Associates, from 2008 through 2018, and as Magid Associates’ Senior Vice President and Managing Director, from 1994 through 2008. From 2013 to 2014, Mr. Vorhaus served as a director of Grow Mobile Inc. In 1987, he founded Vorhaus Investments. Mr. Vorhaus routinely advises start-ups and venture capital firms.
Eyal Kaplan has served as the chairperson of the board of directors of the Company since May 2018. He is also the chairperson of Medial Earlysign, a privately held company in the healthcare technology field, since 2020 and as board member at CUBEC Investment Corporation, owned by the University of Colorado Boulder since 2021. Mr.
Eyal Kaplan has served as the chairperson of the board of directors of the Company since May 2018. He is also the chairperson of Medial Earlysign, a privately held company in the healthcare technology field, since 2020 and a board member at CUBEC Investment Corporation, a privately held company owned by the University of Colorado at Boulder since 2021. Mr.
Mr. Jacobson's employment agreement includes non-solicitation, confidentiality, intellectual property assignment, insurance plan participation, expense reimbursement and 28 annual vacation days. The employment agreement is for an indefinite period. and may be terminated by either party with a 6-month advance notice. Mr. Jacobson performance-based compensation is subject to our clawback policy. We also have employment agreements with our other executive officers.
Mr. Jacobson’s employment agreement includes non-solicitation, confidentiality, intellectual property assignment, insurance plan participation, expense reimbursement, and 28 annual vacation days. The employment agreement is for an indefinite period and may be terminated by either party with a 6-month advance notice. Mr. Jacobson's performance-based compensation is subject to our clawback policy. We also have employment agreements with our other executive officers.
We refer to the five individuals for whom disclosure is provided herein as our “Covered Executives.” For purposes of the table below, “compensation” includes salary cost, bonuses, equity-based compensation, retirement or termination payments, benefits and perquisites such as car, phone and social benefits and any undertaking to provide such compensation.
We refer to the individuals for whom disclosure is provided herein as our “Covered Executives.” For purposes of the table below, “compensation” includes salary cost, bonuses, equity-based compensation, retirement or termination payments, benefits and perquisites such as car, phone and social benefits and any undertaking to provide such compensation.
We have never experienced a work stoppage, and we believe our relations with our employees are good. 77 Israeli law generally requires the payment of severance by employers upon the retirement or death of an employee or upon termination of employment by the employer or, in certain circumstances, by the employee.
We have never experienced a work stoppage, and we believe our relations with our employees are good. Israeli law generally requires the payment of severance by employers upon the retirement or death of an employee or upon termination of employment by the employer or, in certain circumstances, by the employee.
Substantially all of our agreements with employees in Israel contain an arrangement made in accordance with Section 14 of the Severance Pay Law, 1963 (“Section 14”), where our contributions for severance pay are paid in lieu of any severance liability.
Substantially all of our agreements with employees in Israel contain an arrangement made in accordance with Section 14 of the Severance Pay Law, 5723-1963 (“Section 14”), where our contributions for severance pay are paid in lieu of any severance liability.
Kaplan holds an MBA from the Wharton School of the University of Pennsylvania, a Master of Arts in International Studies from the Lauder Institute of the University of Pennsylvania, and a Bachelor of Science degree (with Honors) in economics and management from the Technion - Israel Institute of Technology.
Kaplan holds an MBA from the Wharton School of the University of Pennsylvania, a Master of Arts in International Studies from the Lauder Institute of the University of Pennsylvania, and a Bachelor of Science (with Honors) in economics and management from the Technion - Israel Institute of Technology.
These agreements usually do not contain any change of control provisions and otherwise contain salary, benefit and non-competition provisions that we believe to be customary in our industry. 73 C.
These agreements usually do not contain any change of control provisions and otherwise contain salary, benefit and non-competition provisions that we believe to be customary in our industry. C.
The PSUs and RSUs will become fully vested upon the closing of an M&A Event, which shall mean in essence (A) any consolidation, merger or reorganization (“Transaction”) of the Company, in which the shareholders of the Company, immediately prior to such Transaction, own less than 50% of the voting power of the surviving entity (or its affiliated company, as the case may be) immediately after such Transaction; or (B) any transaction or series of related transactions to which the Company is a party, in which all or substantially all of the Company’s outstanding share capital is transferred to any entity or person (excluding a public offering in a stock exchange, or any consolidation, merger or reorganization effected exclusively to change the domicile of the Company, or a transaction or series of related transactions, in which the shareholders of the Company prior to such transaction, hold more than 50% of the voting and economic rights of the Company or surviving entity, as applicable, immediately following such transaction), or (C) the sale, lease, exclusive license, transfer or other disposition, in a single transaction or series of related transactions of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale or disposition of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, or any exclusive license of material intellectual property of the Company, other than when any such transfer is to a wholly owned subsidiary of the Company.
Jacobson is still employed by the Company or any of its subsidiaries, as the case may be. 63 The PSUs and RSUs will become fully vested upon the closing of an M&A Event, which shall mean in essence (A) any consolidation, merger or reorganization (“Transaction”) of the Company, in which the shareholders of the Company, immediately prior to such Transaction, own less than 50% of the voting power of the surviving entity (or its affiliated company, as the case may be) immediately after such Transaction; or (B) any transaction or series of related transactions to which the Company is a party, in which all or substantially all of the Company’s outstanding share capital is transferred to any entity or person (excluding a public offering in a stock exchange, or any consolidation, merger or reorganization effected exclusively to change the domicile of the Company, or a transaction or series of related transactions, in which the shareholders of the Company prior to such transaction, hold more than 50% of the voting and economic rights of the Company or surviving entity, as applicable, immediately following such transaction), or (C) the sale, lease, exclusive license, transfer or other disposition, in a single transaction or series of related transactions of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale or disposition of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, or any exclusive license of material intellectual property of the Company, other than when any such transfer is to a wholly owned subsidiary of the Company.
The compensation we paid to our chairman of the board of directors, Mr. Kaplan, for the year ended December 31, 2023 was $125,000, (as approved by our shareholders on June 30, 2022) paid in four quarterly payments and reimbursement of out-of-pocket expenses incurred in connection with Mr. Kaplan’s services as chairman. Mr.
The compensation we paid to our chairman of the board of directors, Mr. Kaplan, for the year ended December 31, 2024, was $125,000, as approved by our shareholders on June 30, 2022, paid in four quarterly payments and reimbursement of out-of-pocket expenses incurred in connection with Mr. Kaplan’s services as chairman. Mr.
Rami Schwartz, and operates pursuant to a written charter. 75 Nasdaq Requirements Under the listing requirements of the Nasdaq Stock Market, a foreign private issuer is required to maintain an audit committee that has certain responsibilities and authority. The Nasdaq Listing Rules require that all members of the audit committee must satisfy certain independence requirements, subject to certain limited exceptions.
Rami Schwartz, and operates pursuant to a written charter. 65 Nasdaq Requirements Under the listing requirements of the Nasdaq Stock Market, a foreign private issuer is required to maintain an audit committee that has certain responsibilities and authority. The Nasdaq Listing Rules require that all members of the audit committee must satisfy certain independence requirements, subject to certain limited exceptions.
All amounts reported in the table are in terms of cost to the Company, as recognized in our financial statements for the year ended December 31, 2023, including the compensation paid to such Covered Executive following the end of the year in respect of services provided during the year.
All amounts reported in the table are in terms of cost to the Company, as recognized in our financial statements for the year ended December 31, 2024, including the compensation paid to such Covered Executive following the end of the year in respect of services provided during the year.
In 1990 he co-founded Geotek Communications, an international wireless communications company, and served as senior vice president with broad strategic, managerial and operational responsibilities until 1995. Mr.
In 1990 he co-founded Geotek Communications, an international Nasdaq traded wireless communications company, and served as senior vice president with broad strategic, managerial and operational responsibilities until 1995. Mr.
Committees of the Board of Directors Our board of directors has established an audit committee, a compensation committee, an investment committee and a nominating and governance committee. Audit Committee Our audit committee is comprised of Ms. Michal Drayman (chairperson), Ms. Joy Marcus and Mr.
Committees of the Board of Directors Our board of directors has established an Audit Committee, a Compensation Committee, an Investment Committee and a Nominating and Governance Committee. Audit Committee Our audit committee (the “Audit Committee”) is comprised of Ms. Michal Drayman (chairperson), Ms. Joy Marcus and Mr.
Their 401(k) Plan allows eligible employees to defer compensation up to the maximum amount allowed under the current Internal Revenue Code. Our U.S. subsidiaries may make discretionary employer matching contributions to the 401(k) Plan to match employees’ elective deferrals subject to certain nondiscrimination requirements under the Internal Revenue Code.
Their 401(k) Plan allows eligible employees to defer compensation up to the maximum amount allowed under the current Internal Revenue Code. Our U.S. subsidiaries may make discretionary employer matching contributions to the 401(k) Plan to match employees’ elective deferrals subject to certain non-discrimination requirements under the Internal Revenue Code.
All benefits are employer paid except the long-term disability benefit. E.
All benefits are employer paid except the long-term disability benefit. 67 E.
Kaplan was a member of the Technion (Israel Institute of Technology) Council (executive board) from January 2014 until September 2023, serving the maximum allowed term., where he chaired the Finance and Budget Committee, and is currently the chairman of the Technion’s Endowment Investment Committee.
Kaplan was a member of the Technion (Israel Institute of Technology) Council (executive board) from January 2014 until September 2023, serving the maximum allowed term, where he chaired the Finance and Budget Committee. He currently serves as the chairman of the Technion’s Endowment Investment Committee.
Such benefits may include, to the extent applicable to the Covered Executive, payments, contributions and/or allocations for savings funds ( e.g ., Managers’ Life Insurance Policy), education funds (referred to in Hebrew as “ keren hishtalmut ”), pension, severance, risk insurances ( e.g ., life, or work disability insurance), payments for social security and tax gross-up payments, vacation, medical insurances and benefits, phone, convalescence or recreation pay and other benefits and perquisites consistent with the Company’s policies.
Such benefits may include, to the extent applicable to the Covered Executive, payments, contributions and/or allocations for savings funds (e.g., Managers’ Life Insurance Policy), education funds (referred to in Hebrew as “keren hishtalmut”), pension, severance, risk insurances (e.g., life, or work disability insurance), payments for social security and tax gross-up payments, vacation, medical insurances and benefits, phone, convalescence or recreation pay and other benefits and perquisites consistent with the Company’s policies.
As of December 31, 2023, we also engaged the services of 112 contractors in different locations through a third-party service organization. We provide our employees around the world with fringe benefits in accordance with applicable law and we are subject to various labor laws and labor practices around the world.
As of December 31, 2024, we also engaged the services of 126 contractors in different locations through a third-party service organization. We provide our employees around the world with fringe benefits in accordance with applicable law and we are subject to various labor laws and labor practices around the world.
(4) Represents the equity-based compensation expenses recorded in our consolidated financial statements for the year ended December 31, 2023.
(4) Represents the equity-based compensation expenses recorded in our consolidated financial statements for the year ended December 31, 2024.
SHARE OWNERSHIP Security Ownership of Directors and Executive Officers The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 27, 2024 by all of our directors and executive officers as a group and by each officer and director who beneficially owns 1% or more of our outstanding ordinary shares.
SHARE OWNERSHIP Security Ownership of Directors and Executive Officers The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 5, 2025, by all of our directors and executive officers as a group and by each officer and director who beneficially owns 1% or more of our outstanding ordinary shares.
He is eligible for a target annual cash bonus of up to 100% of his annual base salary, or 150% in case of overachievement, based on a performance matrix pre-approved annually by the Company's Compensation Committee and board of directors. The bonus also includes a discretionary component, not based on measurable performance indexes.
Jacobson is eligible for a target annual cash bonus of up to 100% of his annual base salary, or 150% in case of overachievement, based on a performance matrix pre-approved annually by our Compensation Committee and Board. The bonus also includes a discretionary component, not based on measurable performance indexes.
COMPENSATION The aggregate direct compensation we paid to our directors and officers as a group (13 persons) for the year ended December 31, 2023, was approximately $12.8 million, which included approximately $0.5 million that was set aside or accrued to provide for pension, retirement, severance or similar benefits.
COMPENSATION The aggregate direct compensation we paid to our directors and officers as a group (13 persons) for the year ended December 31, 2024, was approximately $8.0 million, which included approximately $0.34 million that was set aside or accrued to provide for pension, retirement, severance, or similar benefits.
Marcus has a wealth of experience in the media industry, including EVP and GM Digital Video at Condé Nast Entertainment, CEO of Bloglovin’ (acquired by Impact), SVP Global Marketing Solutions at Time Warner (now WarnerMedia), VP International at MTV Networks, a division of Viacom (now Paramount) and GM North America of DailyMotion (acquired by Orange/France Telecom) and VP Business Development at B&N.com (IPO).
Marcus has a wealth of experience in the media industry, including as EVP and GM Digital Video at Condé Nast Entertainment, CEO of Bloglovin’ (acquired by Impact), SVP Global Marketing Solutions at Time Warner (now WarnerDiscovery), VP International at MTV Networks, a division of Viacom (now Paramount), GM North America of Daily Motion (acquired by Orange/France Telecom) and VP Business Development at B&N.com.
Except as indicated in the footnotes to this table, each officer and director in the table has sole voting and investment power for the shares shown as beneficially owned by them. Percentage ownership is based on 48,422,123 ordinary shares outstanding as of March 27, 2024 (such amount excludes 115,339 ordinary shares held by the Company).
Except as indicated in the footnotes to this table, each officer and director in the table has sole voting and investment power for the shares shown as beneficially owned by them. Percentage ownership is based on 45,037,180 ordinary shares outstanding as of March 5, 2025 (such amount excludes 115,339 ordinary shares held by the Company).
Prior to that, he held the position of VP of Business at McCann Erickson, the role of CEO at the video collaboration platform Watchitoo, and Director of Business Development at AOL (as part of the IM division - ICQ). Maoz Sigron has served as the Chief Financial Officer of the Company since February 2018.
Prior to that, he held the position of VP of Business at McCann Erickson, the role of CEO at the video collaboration platform Watchitoo, and Director of Business Development at AOL (as part of the IM division - ICQ). Maoz Sigron has served as our Chief Operating Officer since August 2024. Prior to that, Mr.
Each of the Covered Executives was covered by our D&O liability insurance policy and was entitled to indemnification and exculpation in accordance with applicable law and our articles of association. All numbers below are in US Dollars in thousands.
Each of the Covered Executives was covered by our D&O liability insurance policy and was entitled to indemnification and exculpation in accordance with applicable law and our articles of association.
As of March 27, 2024, our board of directors consists of seven directors. Our directors are elected in three staggered classes by the vote of a majority of the ordinary shares present and entitled to vote at meetings of our shareholders at which directors are elected.
Our directors are elected in three staggered classes by the vote of a majority of the ordinary shares present and entitled to vote at meetings of our shareholders at which directors are elected.
The Investment Committee is responsible for formulating the overall investment policies of the Company, and establishing investment guidelines in furtherance of those policies.
Michal Drayman and Mr. Amir Guy. The Investment Committee is responsible for formulating the overall investment policies of the Company, and establishing investment guidelines in furtherance of those policies.
Our internal auditor is Ms. Linur Dloomy, CPA, of Brightman Almagor Zohar & Co., a member of Deloitte Touche Tohmatsu. D.
Our internal auditor is Ms. Tali Yaron, CPA, of Brightman Almagor Zohar & Co., a member of Deloitte Touche Tohmatsu. 66 D.
In addition, our Compensation Committee and the board of directors shall be authorized to grant Mr. Jacobson, from time to time, a special bonus as set out in, and subject to the terms of, our Compensation Policy. In addition, Mr. Jacobson was granted 90,000 RSU and 90,000 PSUs as of February 7, 2023.
In addition, our Compensation Committee and the Board are authorized to grant Mr. Jacobson, from time to time, a special bonus as set out in, and subject to the terms of, our Compensation Policy. In addition, Mr. Jacobson was previously granted 90,000 RSUs and 90,000 PSUs as of February 7, 2023 (the “2023 CEO Grant”).
Schwartz was CEO and director of Exanet (acquired by Dell) and General Manager of Precise Software (acquired by Veritas software). Mr. Schwartz holds a B.Sc. in excellence, in Mathematics and Computer Science from the Hebrew University in Jerusalem.Exanet (acquired by Dell) and General Manager of Precise Software (acquired by Veritas software). Mr.
Schwartz served as the CEO and director of Exanet (acquired by Dell) and General Manager of Precise Software (acquired by Veritas software). Mr. Schwartz holds a B.Sc. in excellence, in Mathematics and Computer Science from the Hebrew University in Jerusalem. Michael Vorhaus has served as a director of the Company since April 2015. Mr.
Name Number of Ordinary Shares Beneficially Owned Percentage of Ordinary Shares Outstanding All directors and officers as a group (10 persons) (1) 368,279 0.76 % (1) Includes 93,654 RSUs and options to purchase ordinary shares that are vested or will vest within 60 days of March 27, 2024. 78 Employee Benefit Plans Our Incentive Plan was initially adopted in 2003, providing certain tax benefits in connection with stock-based compensation under the tax laws of Israel and potentially the United States.
Name Number of Ordinary Shares Beneficially Owned Percentage of Ordinary Shares Outstanding All directors and officers as a group (10 persons) (1) 280,016 0.62 % (1) Includes 103,252 RSUs and options to purchase ordinary shares that are vested or will vest within 60 days of March 5, 2025. 68 Share Option Plans 2013 Incentive Plan Our 2013 Equity Incentive Plan, or the 2013 Plan, was initially adopted in 2003, providing certain tax benefits in connection with stock-based compensation under the tax laws of Israel and potentially the United States.
Accordingly, each non-executive director was granted with an annual RSU grant according to his/her role, with a value as follows: • chairperson of our audit committee: $110,000; • chairperson of our compensation committee: $107,500; • chairperson of our nominating and governance committee: $105,000; and • other non-executive directors: $97,500.
Accordingly, effective as of October 1, 2024, each non-executive director was granted an annual RSU grant according to his or her role, with a value as follows: • chairperson of our Audit Committee: $177,500; • chairperson of our Compensation Committee: $175,000; • chairperson of our Nominating and Governance Committee: $172,500; and • other non-executive directors: $165,000.
EMPLOYEES The breakdown of our employees, by department, as of the end of each of the past three fiscal years is as follows: December 31, 2021 2022 2023 Cost of sales 83 91 129 Research and development 115 121 158 Selling and marketing 154 150 170 General and administration 68 78 104 Total 420 440 561 As of December 31, 2023, we had 561 employees globally, from whom 235 were located in Israel, 173 were located in the United States, 99 were located in Canada, 34 were located in Europe and 20 of our employees were located across APAC.
EMPLOYEES The breakdown of our employees, by department, as of the end of each of the past three fiscal years is as follows: December 31, 2022 2023 2024 Cost of sales 91 129 152 Research and development 121 158 135 Selling and marketing 150 170 136 General and administration 78 104 105 Total 440 561 528 As of December 31, 2024, we had 528 employees globally, from whom 186 were located in Israel, 169 were located in the United States, 110 were located in Canada, 40 were located in Europe and 23 of our employees were located across APAC.
Prior to that, from September 2017 until February 2018, Mr. Sigron served as our VP Finance. Previously, he served in various finance leadership and senior accounting positions at Tnuva Dairy Corporation, Allot Communications Ltd. (Nasdaq:ALLT) and Stratasys Ltd. (Nasdaq:SSYS) and prior to that he served as a CPA with PwC. Mr.
Sigron served as our Chief Financial Officer from February 2018 until July 2024, and as our VP Finance from September 2017 until February 2018. Previously, he served in various finance leadership and senior accounting positions at Tnuva Dairy Corporation, Allot Communications Ltd. (Nasdaq:ALLT) and Stratasys Ltd.
No PSUs vest if either revenue or Adjusted EBITDA targets are below 80%. The vesting of the PSUs is calculated based on the average performance levels of actual revenue and Adjusted EBITDA. The maximum vesting of the PSUs is capped at 100%. The PSUs will not vest before the first anniversary of the grant date.
The vesting of the PSUs under the CEO Grants is calculated based on the average performance levels of actual revenue and Adjusted EBITDA. The maximum vesting of all granted PSUs is capped at 100%. All granted PSUs will not vest before the first anniversary of the grant date.
Guy spent most of his career, more than 26 years, in the advertising industry, both in corporate and entrepreneurial settings. Mr. Guy is the founder of Moonshoot since October 2023. Mr. Guy was the founder of togetherr (a Fiverr company) since March 2021 through 2022. Mr. Guy served as a director of Adler-Chomski Group / Grey Israel until July 2023.
Amir Guy has served as a director of the Company since June 2022. Mr. Guy spent more than 27 years in the advertising industry, both in corporate and entrepreneurial settings. Mr. Guy is the founder of Moonshoot since October 2023. Mr. Guy was the founder of togetherr (a Fiverr company) and served as its CEO from March 2021 through 2022.
(Nasdaq:Ree) and serves on the boards of several privately held companies including aVISI Ltd. and MetzerPlast. A long standing investor who served as a partner in Jerusalem Venture Partners VC since 2014 to sept 2023 and a CFO and VP business development at European High Tech Capital, a privately held investment firm which is focused on healthcare investments.
(Nasdaq:REE) from April 2023 to March 2025. A long standing investor who served as a partner in Jerusalem Venture Partners VC since 2014 to September 2023 and a CFO and VP business development at European High Tech Capital, a privately held investment firm which is focused on healthcare investments. Prior to that from 2001 to 2004 Ms.
Our annual meeting of shareholders is required to be held at least once during every calendar year and not more than fifteen months after the last preceding meeting. 74 If the number of directors constituting our board of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case will a decrease in the number of directors constituting our board of directors reduce the term of any then current director.
If the number of directors constituting our board of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case will a decrease in the number of directors constituting our board of directors reduce the term of any then current director.
His compensation terms as Chief Executive Officer were approved by the shareholders at the Annual General Meeting held on June 21, 2023. The following is a summary of his compensation terms, which are consistent with the Company's Compensation Policy. Mr. Jacobson's annual base salary was set at NIS 1,440,000 (equivalent to approximately 397,022 USD) effective February 7, 2023.
His compensation terms as Chief Executive Officer were approved by the shareholders at the 2024 AGM. The following is a summary of his compensation terms, which are consistent with the Company’s Compensation Policy. At the 2024 AGM, our shareholders approved increasing Mr. Jacobson’s annual base salary to NIS 1,800,000 (equivalent to approximately 491,803 USD) effective August 1, 2024. Mr.
In addition, following the approval of the annual general meeting of our shareholders held on February 6, 2020, and subject to the continued engagement as our chairman of the board of directors, Mr.
All unvested RSUs held by a chairperson in office will automatically vest upon a Change of Control event (as defined below). In addition, following the approval of the annual general meeting of our shareholders held on February 6, 2020, and subject to the continued engagement as our chairman of the board of directors, Mr.
Our board of directors may exercise all powers and may take all actions that are not specifically granted to our shareholders. Our board of directors also appoints and may remove our chief executive officer and may appoint or remove other executive officers, subject to any rights that the executive officers may have under their employment agreements.
Our board of directors also appoints and may remove our chief executive officer and may appoint or remove other executive officers, subject to any rights that the executive officers may have under their employment agreements. 64 As of March 5, 2025, our board of directors consists of seven directors.
Our shareholders adopted a new Compensation Policy for Directors and Officers on June 30, 2022. Our compensation committee also oversees the administration of our Incentive Plan. Investment Committee Our investment committee is comprised of Mr. Eyal Kaplan (chairperson), Ms. Michal Drayman and Mr. Amir Guy.
Our shareholders adopted a new Compensation Policy for Directors and Officers on June 30, 2022, which was amended at the annual general meeting of shareholders held on September 30, 2024. Our Compensation Committee also oversees the administration of our equity incentive plans. Investment Committee Our investment committee (the “Investment Committee”) is comprised of Mr. Eyal Kaplan (chairperson), Ms.
Kaplan is also entitled to indemnification and liability insurance as provided to other members of the board of directors. Mr. Kaplan’s services agreement also includes customary non-disclosure, non-compete, and ownership assignment of intellectual property undertakings. Following the approval of the extraordinary general meeting of our shareholders held on August 2, 2018, Mr.
Kaplan is also entitled to indemnification and liability insurance as provided to other members of the board of directors. Mr. Kaplan’s services agreement also includes customary non-disclosure, non-compete, and ownership assignment of intellectual property undertakings. At the 2024 AGM, our shareholders approved an amendment to the terms of the equity-based compensation paid to Mr.
Kaplan was granted with a one-time grant of options to purchase 90,000 Ordinary Shares with a 3-year vesting schedule (the options vest quarterly in equal tranches over a three-year period), commencing on May 9, 2021, at an exercise price per share equal to the average stock market price of the 90 days period preceding the date of the general meeting of our shareholders, as reported by the Nasdaq Stock Market (together with August 2018 Grant, the “Chairperson’s Previous Grants”).
Kaplan was granted a one-time grant of options to purchase 90,000 Ordinary Shares with a 3-year vesting schedule (the options vest quarterly in equal tranches over a three-year period), which commenced on May 9, 2021, at an exercise price of $6.56 per share.
The RSUs shall vest over three years with a 12-month cliff; one-third vests on the first anniversary of the grant date, and the balance vests quarterly over the next eight quarters. The PSUs are subject to the Company meeting at least 80% of revenue and Adjusted EBITDA targets for fiscal years 2023, 2024, and 2025.
The RSUs under the 2023 CEO Grant shall vest over three years with a 12-month cliff; one-third vests on the first anniversary of the grant date, and the balance vests quarterly over the next eight quarters.
DIRECTORS AND SENIOR MANAGEMENT The following table sets forth information regarding our executive officers and directors as of March 27, 2024: Name Age Position Eyal Kaplan* (1)(2) 64 Chairman of the Board of Directors Tal Jacobson 49 Chief Executive Officer; Director Maoz Sigron 46 Chief Financial Officer Michal Drayman* (1)(4) 51 Director Amir Guy* (1)(3) 54 Director Rami Schwartz* (4) 66 Director Michael Vorhaus* (2)(3) 66 Director Joy Marcus* (2)(3)(4) 62 Director Daniel E.
DIRECTORS AND SENIOR MANAGEMENT The following table sets forth information regarding our executive officers and directors as of March 5, 2025: Name Age Position Eyal Kaplan* (1)(2) 65 Chairman of the Board of Directors Tal Jacobson 50 Chief Executive Officer; Director Maoz Sigron 47 Chief Operating Officer Elad Tzubery 41 Chief Financial Officer Stephen Yap 49 Chief Revenue Officer Michal Drayman* (1)(4) 52 Director Amir Guy* (1)(3) 55 Director Joy Marcus* (2)(3)(4) 63 Director Rami Schwartz* (4) 67 Director Michael Vorhaus* (2)(3) 67 Director * “Independent director” under the Nasdaq Listing Rules.
Joy graduated Magna Cum Laude, Phi Beta Kappa, from Princeton University and has a JD from NYU Law School and completed the management course in Finance & Accounting at Columbia University Graduate School of Business. Daniel E. Aks has served as President of Undertone since August 2019 and an external director of the Company from August 2018 until August 2019.
(Magna Cum Laude, Phi Beta Kappa), from Princeton University, a J.D. from New York University School of Law, and completed the management course in Finance & Accounting at the Columbia University Graduate School of Business. Rami Schwartz has served as a director of the Company since January 2019. Mr.
Schwartz was the President of the Amdocs Products and Amdocs Delivery groups for 7 years. Prior to joining Amdocs, Mr. Schwartz was the chairperson of Olive Software (acquired by ESW Capital), and Comply (acquired by Qualitest), the co-founder and CEO of Zizio and DigiHOO, and an EIR at Cedar Fund. Mr.
Schwartz was the chairperson of Olive Software (acquired by ESW Capital), and Comply (acquired by Qualitest), as the co-founder and as the CEO of Zizio and DigiHOO, as an “entrepreneur in residence” at the Cedar Fund. In addition, Mr.
She sits on the Boards of digital media companies BBC Maestro, Muso and Qwire, and the nonprofits New York Tech Alliance and MOUSE. Joy is the Co-Founder and Managing Director of The 98, a venture fund that invests in women led tech enabled businesses.
She is a member of the board of directors of privately held BBC Maestro, Muso and Qwire, which operate in the digital media industry and the nonprofits New York Tech Alliance and MOUSE. Ms. Marcus is the Co-Founder and General Partner of The 98, a venture fund that invests in women-led technology businesses. Ms.
The RSUs and PSUs are subject to vesting acceleration provisions in the event of a change in control of the Company, provided that the Mr. Jacobson is still employed by the Company or any of its subsidiaries, as the case may be.
The RSUs and all granted PSUs are subject to vesting acceleration provisions in the event of a change in control of the Company, provided that the Mr.
Rami Schwartz has served as a director of the Company since January 2019. Mr. Schwartz joined The Portland Trust as Managing Director of the Tel Aviv office in April 2018. Mr. Schwartz also serves as a director of Radcom (NASDAQ: RDCM) and an advisory board member of Algosec. Previously, Mr.
Schwartz joined The Portland Trust as Managing Director of the Tel Aviv office in April 2018. Mr. Schwartz also serves as a director of Radcom (NASDAQ: RDCM) and an advisory board member of Algosec. Previously, Mr. Schwartz was the President of the Amdocs Products and Amdocs Delivery groups from November 2010 through December 2017. Prior to joining Amdocs, Mr.
At the annual general meeting of our shareholders held on December 23, 2020, an annual grant of RSUs to our non-executive directors has been approved, with a variable value based on the role held by each such member of the board of directors.
At the annual general meeting of our shareholders held on September 30, 2024, or the 2024 AGM, our shareholders approved an amendment of the equity-based compensation terms of our non-executive directors (other than our chairperson of the Board), with a variable value based on the role held by each such member of the board of directors.
The grant date of this special grant was the date of our board of directors’ approval which occurred on October 27, 2020. The table below reflects the compensation granted to our five most highly compensated office holders during or with respect to the year ended December 31, 2023.
The table below reflects the compensation granted to our five most highly compensated office holders during or with respect to the year ended December 31, 2024.
The role of the internal auditor is to examine whether a company’s actions comply with the law and proper business procedure.
Internal Auditor Under the Companies Law, the board of directors of a public company must appoint an internal auditor nominated based on the audit committee’s recommendation. The role of the internal auditor is to examine whether a company’s actions comply with the law and proper business procedure.
The members of only one staggered class will be elected at each annual meeting for a three-year term, so that the regular term of only one class of directors expires annually.
The members of only one staggered class will be elected at each annual meeting for a three-year term, so that the regular term of only one class of directors expires annually. Our annual meeting of shareholders is required to be held at least once during every calendar year and not more than fifteen months after the last preceding meeting.
The RSUs are subject to the terms and conditions of the Incentive Plan and the RSU agreement pursuant to the Incentive Plan. The RSUs vest on a quarterly basis, in equal tranches, during the year following the grant.
The RSUs vest on a quarterly basis, in equal tranches, during the year following the grant.
This amount does not include expenses we incurred for other payments, including dues for professional and business associations, business travel and other expenses, and other benefits commonly reimbursed or paid by companies in Israel. In addition, our directors are reimbursed for expenses incurred in order to attend board of directors or committee meetings.
This amount includes bonuses paid to our officers pursuant to our executive bonus plan based on company performance measures, in accordance with our Compensation Policy. This amount does not include expenses we incurred for other payments, including dues for professional and business associations, business travel and other expenses, and other benefits commonly reimbursed or paid by companies in Israel.
Mr. Vorhaus holds a B.A. in Psychology from Wesleyan University and completed the Management Development Program at the University of California, Berkeley’s Haas School of Business. Joy Marcus has served as a director of the Company since November 2019. Ms.
Guy holds a B.B.A in marketing and finance from the College of Management in Israel and an MBA from the Kellogg School of Management at Northwestern University. Joy Marcus has served as a director of the Company since November 2019. Ms.
Prior to that from 2001 to 2004 Ms. Drayman served as the VP Finance America of Lumenis Inc. From 1994 to 2001, Ms. Drayman served in different financial positions in Lumenis Ltd. (previously, Nasdaq:LMNS). Ms.
Drayman served as the VP Finance America of Lumenis Inc. From 1994 to 2001, Ms. Drayman served in different financial positions in Lumenis Ltd. (previously, Nasdaq:LMNS). Ms. Drayman holds a BA in Economics and Accounting from Haifa University and an MBA in excellence from The College of Management, Rishon Letzion, Israel, Biomedical Management Track.
Our Israeli employees and directors may be granted awards under Section 102 (“Section 102”) of the Israeli Income Tax Ordinance [New Version], 1961 (the “Ordinance”), which provides them with beneficial tax treatment, and non-employees (such as service providers, consultants and advisers) and controlling shareholders may only be granted awards under section 3(i) of the Ordinance, which does not provide for similar tax benefits.
Our non-employee service providers and controlling shareholders may only be granted shares or options under Section 3(i) of the Ordinance, which does not provide for similar tax benefits.
Under the Companies Law, nominations for director are generally made by our board of directors but may be made by one or more of our shareholders pursuant to applicable law and our articles of association. 76 Internal Auditor Under the Companies Law, the board of directors of a public company must appoint an internal auditor nominated based on the audit committee’s recommendation.
In addition, the committee is responsible for overseeing our corporate governance guidelines and reporting and making recommendations to the board concerning corporate governance matters. Under the Companies Law, nominations for director are generally made by our board of directors but may be made by one or more of our shareholders pursuant to applicable law and our articles of association.
From 1994 to November 2018, he was in a variety of positions at of Frank N. Magid Associates, Inc., a research-based strategic consulting firm. From 1994 to 2008, he served as its Senior Vice President and Managing Director and from 2008 to 2018 he served as the President of Magid Advisor, a unit of Magid Associates.
Vorhaus also serves as a Director of Ionik (formerly known as Popreach) (TSXV:INIK). Mr. Vorhaus founded Vorhaus Advisors in December 2018 and serves as its CEO since its inception. From 1994 to November 2018, Mr. Vorhaus held a variety of positions at of Frank N. Magid Associates, Inc. (Magid Associates), a research-based strategic consulting firm. Mr.
Sigron holds a B.A in accounting and Economics from the College of Management, Israel. Michal Drayman has served as a director of the Company since June 2022. Ms. Drayman serves as a director and member of the audit and compensation committee of Ree Automotive Ltd.
Yap holds a BA in Psychology from Boston College, Massachusetts. 60 Michal Drayman has served as a director of the Company since June 2022. Ms.
Gerstel also stepped down from his role as a member of our board of directors. Gal Dagan’s role as VP R&D of Vidazoo Business ended on December 31, 2023. (2) Salary cost includes the Covered Executive’s gross salary plus payment of social benefits made by the Company on behalf of such Covered Executive.
(2) Salary cost includes the Covered Executive’s gross salary plus payment of social benefits made by the Company on behalf of such Covered Executive.
On November 8, 2022 our board of directors approved to extend the term of the Incentive Plan for an additional period of two years, expiring on December 9, 2024. Please also see Note 11 to our Financial Statements for information on the options and RSUs issued under the Incentive Plan.
On November 8, 2022, our board of directors approved extending the term of the 2013 Incentive Plan for an additional period of two years, which expired on December 9, 2024. The 2013 Plan provided for the grant of equity-based compensation to our employees, directors, office holders, service providers, and consultants.
In the year ended December 31, 2023, we granted our officers (i) 170,463 restricted share units (“RSUs”), which vest over a three-year period; and (ii) 160,000 performance-based share units (“PSUs”), linked to certain financial KPI’s. These awards were granted under our Equity Incentive Plan, as amended, formerly known as the 2003 Israeli Share Option Plan (the “Incentive Plan”).
In addition, our directors are reimbursed for expenses incurred in order to attend board of directors or committee meetings. In the year ended December 31, 2024, we granted our directors and officers in the aggregate (i) 462,592 restricted share units (“RSUs”), which vest over a three-year period; and (ii) 418,000 performance-based share units (“PSUs”), linked to certain financial KPI’s.
Name and Principal Position (1) Salary Cost (2) Bonus (3) Equity-Based Compensation (4) Total Tal Jacobson, Chief Executive Officer 651 853 1,916 3,420 Doron Gerstel, Former Chief Executive Officer 166 822 1,577 2,565 Maoz Sigron, Chief Financial Officer 416 616 691 1,723 Daniel E.
All numbers below are in US Dollars in thousands. 62 Name and Principal Position (1) Salary Cost (2) Bonus (3) Equity-Based Compensation (4) Total Tal Jacobson, Chief Executive Officer 564 255 1,736 2,555 Maoz Sigron, Chief Operating Officer; former Chief Financial Officer (5) 438 170 1,251 1,859 Daniel E.
Gerstel stepped down from the executive team and later, in November 2023, Mr. Jacobson also replaced Mr. Gerstel as a member of our board of directors. There are no arrangements or understandings between any of our directors or executive officers and any other person pursuant to which our directors or executive officers were selected.
(1) Member of our Investment Committee. (2) Member of our nominating and Governance Committee. (3) Member of our Compensation Committee. (4) Member of our Audit Committee. 59 There are no arrangements or understandings between any of our directors or executive officers and any other person pursuant to which our directors or executive officers were selected.
Prior to joining Adler-Chomski Group, Mr. Guy served in various accounting roles, including Wunderman Thompson LLC and other private advertising companies. Mr. Guy holds a B.B.A in marketing and finance from the College of Management in Israel and an MBA from the Kellog School of Management at Northwestern University.
Mr. Guy served as Adler-Chomski Group’s / Grey Israel’s co-CEO and equity partner from February 2005 through January 2021. Prior to joining Adler-Chomski Group, Mr. Guy served in various account management roles, including Wunderman Thompson LLC and other private advertising companies. Mr.
She is a full time Lecturer on Entrepreneurship at Princeton University where she was the James Wei Visiting Professor in Entrepreneurship in 2014 and is a Venture Fellow at Jerusalem Venture Partners.
Marcus is a full time Lecturer at the Keller Center of Entrepreneurship at Princeton University and previously served as the James Wei Visiting Professor in Entrepreneurship from February 2014 through May 2014. Ms. Marcus holds an A.B.
“Compensation” for a description of awards granted under the Incentive Plan to our directors and officers in 2023. F. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION None. 79
Please also see Note 13 to our Financial Statements for information on the options and restricted share units issued under the 2013 Plan. F. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION None.
For a discussion of the assumptions used in reaching this valuation, see Note 2 to our Financial Statements. 72 Compensation Terms of our Chief Executive Officer Tal Jacobson was appointed as our Chief Executive Officer effective August 1, 2023.
Tzubery was appointed as our Chief Financial Officer effective as of August 1, 2024. Mr. Tzubery’s Salary Cost set forth in the table above, reflects his Salary Cost solely as our Chief Financial Officer. Compensation Terms of our Chief Executive Officer Tal Jacobson was appointed as our Chief Executive Officer effective August 1, 2023.
Removed
Aks 64 President, Undertone * “Independent director” under the Nasdaq Listing Rules. (1) Member of our investment committee. (2) Member of our nominating and governance committee. (3) Member of our compensation committee. (4) Member of our audit committee. 68 On August 1, 2023 Tal Jacobson was promoted to Chief Executive Officer, replacing Doron Gerstel. Following Mr. Jacobson’s promotion, Mr.
Added
(Nasdaq:SSYS) and prior to that he served as a CPA at Kesselman & Kesselman, member of PricewaterhouseCoopers International. Mr. Sigron holds a B.A in Accounting and Economics from the College of Management, Israel. Elad Tzubery has served as our Chief Financial Officer since August 2024. Prior to that, Mr.
Removed
Drayman holds a BA in Economics and Accounting from Haifa University and an MBA in excellence from The College of Management, Rishon Letzion, Israel, Biomedical Management Track. 69 Amir Guy has served as a director of the Company since June 2022. Mr.
Added
Tzubery served as our SVP Finance from July 2023 until August 2024 and as our VP Finance from December 2020 until July 2023. Perior to that, Mr. Tzubery served as our Senior Director of Finance from June 2018 until November 2020. Prior to that, he served as corporate controller at Allot Communications Ltd.
Removed
Schwartz holds a B.Sc. in excellence, in Mathematics and Computer Science from the Hebrew University in Jerusalem. Michael Vorhaus has served as a director of the Company since April 2015. Mr. Vorhaus also serves as a Director of Ionik (formerly known as Popreach) (TSE:INIKIF). Starting December of 2018, Mr. Vorhaus founded Vorhaus Advisors and is CEO of the firm.
Added
(Nasdaq:ALLT), and prior to that he served as a CPA at Kost Forer Gabbay & Kasierer, a member of EY Global. Mr. Tzubery holds a BA in Accounting and Business Administration from the College of Management, Israel. Stephen Yap has served as our Chief Revenue Officer since February 2025. Prior to that, Mr. Yap held several positions at Google.

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Item 7. Management's Discussion & Analysis

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

11 edited+2 added−1 removed10 unchanged
Biggest changeOf the 2,597,939 Ordinary Shares as beneficially owned by Clal (i) 4,804 Ordinary Shares are beneficially held for Clal’s own account; and (ii) 2,593,135 Ordinary Shares, are held for members of the public through, among others, provident funds and/or pension funds and/or insurance policies, which are managed by subsidiaries of Clal, which subsidiaries operate under independent management and make independent voting and investment decisions. 80 To our knowledge, the significant changes in the percentage of ownership held by our major shareholders during the past three years preceding the date of this annual report on Form 20-F have been: (i) the increase in the percentage of ownership by Harel Insurance Investments & Financial Services Ltd. and its third-party client accounts and various direct or indirect, majority or wholly-owned subsidiaries, above 5% during the year 2022 and 2023; (ii) the increase in the percentage of ownership by the Phoenix Holdings Ltd. and its various direct or indirect, majority or wholly-owned subsidiaries, above 10% and the decrease in the percentage of ownership below 10% during the year 2022 and further decrease in their ownership percentage below 5% during 2023, according to a written notice provided to us by Phoenix Holdings Ltd. on February 21, 2023, which later increased above 5% during 2023; (iii) the increase in the percentage of ownership by Clal Insurance Enterprises Holdings Ltd. and its third-party client accounts and various direct or indirect, majority or wholly-owned subsidiaries, above 5% during the year 2023; and (iv) the decrease in the percentage of ownership held by Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation below 5% during the year 2021; (v) the decrease in the percentage of ownership held by Private Capital Management, LLC below the 5% during the year 2021.
Biggest changeTo our knowledge, the significant changes in the percentage of ownership held by our major shareholders during the past three years preceding the date of this annual report on Form 20-F have been: (i) the increase in the percentage of ownership by Harel Insurance Investments & Financial Services Ltd. and its third-party client accounts and various direct or indirect, majority or wholly-owned subsidiaries, above 5% during the years 2022 and 2023, and a further increase above 10% in 2024; (ii) the increase in the percentage of ownership by the Phoenix Holdings Ltd. and its various direct or indirect, majority or wholly-owned subsidiaries, above 10%, and the decrease in the percentage of ownership below 10% during the year 2022, with a further decrease in their ownership percentage below 5% during 2023, which later increased above 5% during 2023, and further increased in 2024; (iii) the increase in the percentage of ownership by Clal Insurance Enterprises Holdings Ltd. and its third-party client accounts and various direct or indirect, majority or wholly-owned subsidiaries, above 5% during the year 2023, and a subsequent decrease below 5% during 2024; and (iv) the increase in the percentage of ownership by Private Capital Management, LLC, above 5% during the year 2024. 70 To our knowledge, as of March 5, 2025, we had 5 shareholders of record (excluding the Depository Trust Company) all of which were registered with addresses in the United States.
The information in the table below with respect to the beneficial ownership of shareholders is based on the public filings of such shareholders with the SEC through March 27, 2024 and information provided to us by such shareholders. Name of Beneficial Owner Shares Beneficially Owned Number Percentage Harel Insurance Investments & Financial Services Ltd.
The information in the table below with respect to the beneficial ownership of shareholders is based on the public filings of such shareholders with the SEC through March 5, 2025, and information provided to us by certain shareholders. Name of Beneficial Owner Shares Beneficially Owned Number Percentage Harel Insurance Investments & Financial Services Ltd.
(2) Based solely upon, and qualified in its entirety with reference to, Amendment No.14 to Schedule 13G/A filed with the SEC on February 12, 2024, by the Phoenix Holdings Ltd. (“Phoenix”). The securities reported by Phoenix are beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of Phoenix (the “Subsidiaries”).
(2) Based solely upon, and qualified in its entirety with reference to, Amendment No.15 to Schedule 13G/A filed with the SEC on November 13, 2024, by Phoenix Financial Ltd. (“Phoenix”). The securities reported by Phoenix are beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of Phoenix (the “Subsidiaries”).
The address of Harel is Harel House; 3 Aba Hillel Street; Ramat Gan 52118, Israel. Harel notified the Company via email that its holdings in the Company as of March 31, 2024 were 5,142,872 ordinary shares.
The address of Harel is Harel House; 3 Aba Hillel Street; Ramat Gan 52118, Israel. Harel notified the Company via email that its holdings in the Company as of December 31, 2024, were 5,307,980 ordinary shares.
For the purpose of calculating the percentage of shares beneficially owned by any shareholder, this table lists the applicable percentage ownership based on 48,422,123 ordinary shares issued and outstanding as March 27, 2024 (such amount excludes 115,339 Ordinary Shares held by the Company).
For the purpose of calculating the percentage of shares beneficially owned by any shareholder, this table lists the applicable percentage ownership based on 45,037,180 ordinary shares issued and outstanding as March 5, 2025 (such amount excludes 115,339 Ordinary Shares held by the Company).
The address of Phoenix is Derech Hashalom 53, Givataim, 53454, Israel. The Phoenix notified the Company via email that its holdings in the Company as of March 31, 2024 were 2,821,495 ordinary shares.
The address of Phoenix is Derech Hashalom 53, Givataim, 53454, Israel. The Phoenix notified the Company via email that its holdings in the Company as of December 31, 2024, were 4,272,402 ordinary shares.
Of the 4,267,312 Ordinary Shares reported as beneficially owned by Harel ): (i) 4,074,296 Ordinary Shares are held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by subsidiaries of Harel, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, and (iii) 193,016 Ordinary Shares are beneficially held for its own account.
Of the 5,217,731 Ordinary Shares reported as beneficially owned by Harel): (i) 5,035,162 Ordinary Shares are held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by subsidiaries of Harel, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, and (ii) 182,569 Ordinary Shares are beneficially held for its own account.
(3) Based solely upon, and qualified in its entirety with reference to, Amendment No.1 to Schedule 13G/A filed with the SEC on February 14, 2024, by Clal Insurance Enterprises Holdings Ltd. (“Clal”).
(3) Based solely upon, and qualified in its entirety with reference to Schedule 13G filed with the SEC on October 1, 2024, by Private Capital Management, LLC (“PCM”).
Beneficial ownership of shares is determined in accordance with the Exchange Act and the rules promulgated thereunder, and generally includes any shares over which a person exercises sole or shared voting or investment power.
MAJOR SHAREHOLDERS The following table sets forth information with respect to the beneficial ownership of our shares as of March 5, 2025, by each person or entity known by us to beneficially own 5% or more of our outstanding Ordinary Shares. 69 Beneficial ownership of shares is determined in accordance with the Exchange Act and the rules promulgated thereunder, and generally includes any shares over which a person exercises sole or shared voting or investment power.
(1) 4,267,312 8.81 % The Phoenix Holdings Ltd. (2) 2,888,735 5.97 % Clal Insurance Enterprises Holdings Ltd. (3) 2,597,939 5.37 % (1) Based solely upon, and qualified in its entirety with reference to, Amendment No.2 to Schedule 13G/A filed with the SEC on January 30, 2024, by Harel Insurance Investments & Financial Services Ltd. (“Harel”).
(1) 5,217,731 11.59 % Phoenix Financial Ltd. (2) 4,229,152 9.39 % Private Capital Management, LLC (3) 2,692,825 5.98 % (1) Based solely upon, and qualified in its entirety with reference to, Amendment No. 3 to Schedule 13G/A filed with the SEC on October 15, 2024, by Harel Insurance Investments & Financial Services Ltd. (“Harel”).
To our knowledge, as of March 27, 2024, we had 5 shareholders of record (excluding the Depository Trust Company) all of which were registered with addresses in the United States. These U.S. holders were, as of such date, the holders of record of approximately 0.02% of our outstanding shares.
These U.S. holders were, as of such date, the holders of record of approximately 0.05% of our outstanding shares.
Removed
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. MAJOR SHAREHOLDERS The following table sets forth information with respect to the beneficial ownership of our shares as of March 27, 2024, by each person or entity known by us to beneficially own 5% or more of our outstanding Ordinary Shares.
Added
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A.
Added
Of the 2,692,825 Ordinary Shares as beneficially owned by PCM (i) 1,160,715 Ordinary Shares are beneficially held for PCM’s own account; and (ii) 1,532,110 Ordinary Shares, are held for members of the public through other entities affiliated to PCM.

Other PERI 10-K year-over-year comparisons