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

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

+662 added−634 removedSource: 20-F (2026-03-16) vs 20-F (2025-03-25)

Top changes in Perion Network Ltd.'s 2025 20-F

662 paragraphs added · 634 removed · 430 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

236 edited+79 added−34 removed333 unchanged
Biggest changeThe following factors may cause significant fluctuations in the market price of our ordinary shares: • negative fluctuations in our quarterly revenue and earnings or those of our competitors; • pending sales into the market due to the sale of large blocks of shares, due to, among other reasons, the expiration of any tax-related or contractual lock–ups with respect to significant amounts of our ordinary shares; • shortfalls in our operating results compared to levels forecast by us or by securities analysts; • changes in our senior management; • changes in regulations or in policies of search engine companies or other industry conditions; • mergers and acquisitions by us or our competitors; • technological innovations; • the introduction of new products; • the conditions of the securities markets, particularly in the internet and Israeli sectors; and • political, economic and other developments in Israel (including the recent war between Israel and Hamas hostilities with Hezbollah in Lebanon, Iran, and other proxies like the Houthi movement in Yemen and armed groups in Iraq) and worldwide. 21 In addition, we were, and may be in the future, the subject of unfavorable allegations made by short sellers, who hope to profit from a decline in the value of our shares.
Biggest changeThe following factors may cause significant fluctuations in the market price of our ordinary shares: • negative fluctuations in our quarterly revenue and earnings or those of our competitors; • pending sales into the market due to the sale of large blocks of shares, due to, among other reasons, the expiration of any tax-related or contractual lock–ups with respect to significant amounts of our ordinary shares; • shortfalls in our operating results compared to levels forecast by us or by securities analysts; • uncertainty regarding the execution, market acceptance and realized benefits of our strategy; • changes in our senior management; • activist shareholder activities, which could result in significant costs, management distraction, and perceived uncertainty; • changes in regulations or in policies of search engine companies or other industry conditions; • mergers and acquisitions by us or our competitors; • technological innovations, including AI-driven disruption that has pressured the share prices of companies perceived as vulnerable to such disruption, whether directly or via secondary cascading effects; • the introduction of new products; • the conditions of the securities markets, particularly in the internet and Israeli sectors; and • political, economic and other developments in Israel (including the recent war between Israel and Hamas, hostilities with Hezbollah in Lebanon, military or cyber conflicts with Iran, and other proxies like the Houthi movement in Yemen and armed groups in Iraq) and worldwide.
We believe that the occurrence of any one or some combination of the following factors could have a material adverse effect on our business, financial condition, cash flows and results of operations. You should carefully consider risks described below, as well as the other information in this Annual Report, before making an investment decision.
We believe that the occurrence of any one or some combination of the following factors could have a material adverse effect on our business, financial condition, cash flows, and results of operations. You should carefully consider the risks described below, as well as the other information in this Annual Report, before making an investment decision.
We obtain a significant portion of our revenue through the configuration of our search service as the default search provider during the download and installation of our publishers’ products and/or use by their services of our search offering and the subsequent searches performed by the users thereof.
We obtain a significant portion of our revenue through the configuration of or search service as the default search provider during the download and installation of our publishers’ products and/or use by their services of our search offering and the subsequent searches performed by the users thereof.
Our growth depends in part on the success of our relationships with advertising agencies, and third-party DSPs and SSPs. While we work with some brand advertisers directly, our primary advertising customers are advertising agencies, third-party DSPs and SSPs who are paid by their brand or other advertiser customers to develop their media plans.
Our growth depends in part on the success of our relationships with advertising agencies, and third-party DSPs and SSPs. While we work with some advertisers directly, our primary advertising customers are advertising agencies, third-party DSPs and SSPs who are paid by their brand or other advertiser customers to develop their media plans.
Future acquisitions could result in customer dissatisfaction or vendor dissatisfaction or performance problems with an acquired product, technology or company. Paying the purchase price for acquisitions in the form of cash, debt or equity securities may weaken our cash position, increase our leverage or dilute our existing shareholders, as applicable.
Future acquisitions could result in customer or vendor dissatisfaction or performance problems with an acquired product, technology, or company. Paying the purchase price for acquisitions in the form of cash, debt or equity securities may weaken our cash position, increase our leverage or dilute our existing shareholders, as applicable.
Delisting of our ordinary shares from the Nasdaq Global Select would cause us to pursue eligibility for trading on other markets or exchanges, or on the pink sheets. In such case, our shareholders’ ability to trade, or obtain quotations of the market value of, our ordinary shares would be severely limited because of lower trading volumes and transaction delays.
Delisting of our ordinary shares from the Nasdaq Global Select Market would cause us to pursue eligibility for trading on other markets or exchanges, or on the pink sheets. In such case, our shareholders’ ability to trade, or obtain quotations of the market value of, our ordinary shares would be severely limited because of lower trading volumes and transaction delays.
Unidentified groups continuously target numerous internet websites and servers, including our own, for various reasons, political, commercial and other. High-profile data breaches, cyber-attacks and other similar incidents at other companies and in government agencies have increased in frequency and sophistication in recent years.
Unidentified groups continuously target numerous internet websites and servers, including our own, for various reasons, political, commercial and other. High-profile data breaches, cyber-attacks and other similar incidents at other companies and government agencies have increased in frequency and sophistication in recent years.
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.
Furthermore, although we maintain back-up systems and networks for most aspects of our operations, we could still experience deterioration in performance or interruption in our systems and networks, delays, and loss of critical data and registered users and revenue.
Furthermore, although we maintain back-up systems and networks for most aspects of our operations, and we could still experience deterioration in performance or interruption in our systems and networks, delays, and loss of critical data and registered users and revenue.
Our tax expenses may be affected by changes in tax laws, international tax treaties, international tax guidelines (such as the Base Erosion and Profit Shifting project of the OECD’s Inclusive Framework (“BEPS”)).
Our tax expenses may be affected by changes in tax laws, international tax treaties, and international tax guidelines (such as the Base Erosion and Profit Shifting project of the OECD’s Inclusive Framework (“BEPS”)).
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 fail to detect or prevent fraudulent, suspicious or other invalid traffic or engagement with our ads, or otherwise prevent against malware intrusions, we could lose the confidence of our advertisers, damage our reputation and be responsible to make-good or refund demands, which would cause our business to suffer.
Regulations, legislation or self-regulation relating to data protection, data privacy, cybersecurity, AI, 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 fail to detect or prevent fraudulent, suspicious or other invalid traffic or engagement with our ads, or otherwise prevent against malware intrusions, we could lose the confidence of our advertisers, damage our reputation and be responsible to make-good or refund demands, which would cause our business to suffer.
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.
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. 27 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.
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.
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 or retaliatory trade measures, including 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.
We may have difficulty achieving or proving these performance levels for a variety of reasons (for example, it may be difficult to track viewability on our proprietary high-impact ad units, either directly or through a third-party vendor), which could cause clients to cancel campaigns, not provide repeat business or request make-goods or refunds, which could have a material adverse effect on our business and results of operations.
We may have difficulty achieving or proving these performance levels for a variety of reasons (for example, it may be difficult to track viewability on our proprietary high-impact ad units, either directly or through a third-party vendor), which could cause clients to cancel campaigns, not provide repeat business or request make-goods or refunds, any of which could have a material adverse effect on 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 we fail to abide by or are perceived as not operating in accordance with industry best practices or any industry guidelines or codes or regulations 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.
Another key difference is that there is little case law available to assist in understanding the implications of these provisions that govern shareholder behavior, making the interpretation of these duties less predictable compared to U.S. law. 24 As a foreign private issuer, whose shares are listed on Nasdaq, we follow certain home country corporate governance practices instead of certain Nasdaq requirements.
Another key difference is that there is little case law available to assist in understanding the implications of these provisions that govern shareholder behavior, making the interpretation of these duties less predictable compared to U.S. law. As a foreign private issuer, whose shares are listed on Nasdaq, we follow certain home country corporate governance practices instead of certain Nasdaq requirements.
The consolidation trend could substantially harm our ability to operate if such larger companies decide not to permit us to serve, track or manage advertisements on their websites and/or on our properties, if they develop ad placement systems that are incompatible with our ad serving capabilities or if they use their market power to force their customers to use certain vendors on their networks or websites and/or on our properties.
The consolidation trend could substantially harm our ability to operate if such larger companies decide not to permit us to serve, track or manage advertisements on their websites, platforms and/or on our properties, if they develop ad placement systems that are incompatible with our ad serving capabilities or if they use their market power to force their customers to use certain vendors on their networks or websites and/or on our properties.
As a result of recent revisions in U.S. administration’s policy, there have been changes to existing trade agreements, greater restrictions on free trade, and significant increases in tariffs on goods imported into the United States. Consequently, there is ongoing uncertainty about the future relationship between the U.S. and other countries regarding trade policies, taxes, government regulations, and tariffs.
As a result of revisions in the U.S. administration’s policy, there have been changes to existing trade agreements, greater restrictions on free trade, and significant increases in tariffs on goods imported into the United States. Consequently, there is ongoing uncertainty about the future relationship between the U.S. and other countries regarding trade policies, taxes, government regulations, and tariffs.
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.
Regulations, legislation or self-regulation relating to data protection, data privacy, cybersecurity, AI, 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.
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.
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.
The factors discussed above may depress or cause volatility to our share price, regardless of our actual operating results. We are currently subject to putative securities class actions and a putative derivative action and may be subject to similar or other litigation in the future, which could cause us to incur substantial costs and divert our management’s attention and resources.
The factors discussed above may depress or cause volatility to our share price, regardless of our actual operating results. 22 We are currently subject to putative securities class actions and a putative derivative action and may be subject to similar or other litigation in the future, which could cause us to incur substantial costs and divert our management’s attention and resources.
These factors could contribute to lower prices and larger spreads in the bid and ask prices for our securities. There can be no assurance that our ordinary shares, if delisted from the Nasdaq Global Select in the future, would be listed on a national securities exchange or quoted on a national quotation service, the OTCQB or OTC Pink.
These factors could contribute to lower prices and larger spreads in the bid and ask prices for our securities. There can be no assurance that our ordinary shares, if delisted from the Nasdaq Global Select Market in the future, would be listed on a national securities exchange or quoted on a national quotation service, the OTCQB or OTC Pink.
In addition, as a consequence of any such delisting, our share price could be negatively affected and our shareholders would likely find it more difficult to sell, or to obtain accurate quotations as to the prices of, our ordinary shares. Our ordinary shares are traded on more than one market and this may result in price variations.
In addition, as a consequence of any such delisting, our share price could be negatively affected and our shareholders would likely find it more difficult to sell, or to obtain accurate quotations as to the prices of, our ordinary shares. 26 Our ordinary shares are traded on more than one market, and this may result in price variations.
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.
Any of the foregoing could materially adversely affect our business, financial condition, and operating results. 30 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.
There is no assurance that our repurchase program will enhance long-term shareholder value, and short-term share price fluctuations could reduce the repurchase program’s effectiveness. 22 Exchange rate fluctuations may harm our earnings and asset base if we are not able to hedge our currency exchange risks effectively.
There is no assurance that our repurchase program will enhance long-term shareholder value, and short-term share price fluctuations could reduce the repurchase program’s effectiveness. Exchange rate fluctuations may harm our earnings and asset base if we are not able to hedge our currency exchange risks effectively.
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.
Under current Israeli, U.S., Canada, U.K., French 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.
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.
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. 23 We do not intend to pay cash dividends in the foreseeable future.
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.
As a result, we may experience reputational damage and our business, financial condition and the price of our 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.
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.
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.
RISK FACTORS An investment in our ordinary shares involves a high degree of risk since we are subject to various risks and uncertainties relating to or arising out of the nature of our business and general business, economic, financial, legal and other factors or conditions that may affect us.
RISK FACTORS An investment in our ordinary shares involves a high degree of risk since we are subject to various risks and uncertainties relating to or arising out of the nature of our business and general business, economic, financial, legal, geopolitical, and other factors or conditions that may affect us.
Moreover, acquisitions may result in losses, in unwanted results and wasting valuable resources, time and money. In past years, we have recognized impairments in the carrying value of goodwill and purchased intangible assets. Additional such charges in the future could negatively affect our results of operations and shareholders’ equity.
Moreover, acquisitions may result in losses, unwanted results and wasting valuable resources, time and money. 21 In past years, we have recognized impairments in the carrying value of goodwill and purchased intangible assets. Additional such charges in the future could negatively affect our results of operations and shareholders’ equity.
Our products are dependent on the platform terms of use and policies that are subject to changes out of our control. Most of our products depend upon the platforms’ terms of use and policies (e.g., Google Chrome, Edge, Mozilla, Apple, and Microsoft) which could also affect the terms of use of other platforms in the industry.
Our products are dependent on the platform terms of use and policies that are subject to changes out of our control. Most of our products depend upon others’ platforms’ terms of use and policies (e.g., Google Chrome, Edge, Mozilla, Apple, and Microsoft) which could also affect the terms of use of other platforms in the industry.
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.
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.
Large and established internet and technology companies, such as Google, Meta, Apple and Amazon, play a substantial role in the digital advertising market and may significantly harm our ability to operate in this industry. Google, Meta, Apple and Amazon account for a large portion of the digital advertising market and digital advertising budgets.
Large and established internet and technology companies, such as Google, Meta, Apple, TikTok and Amazon, play a substantial role in the digital advertising market and may significantly harm our ability to operate in this industry. Google, Meta, Apple, TikTok and Amazon account for a large portion of the digital advertising market and digital advertising budgets.
As a consequence of such claims, we could be required to pay additional remuneration or royalties to our current and/or former employees, or be forced to litigate such claims, which could negatively affect our business. 34 We use certain “open-source” software tools that may be subject to intellectual property infringement claims or that may subject derivative works of such open-source software to unintended consequences, which may impair our product development plans, interfere with our ability to provide services to our clients, require us to allow access to the source code of our products or necessitate that we pay licensing fees.
As a consequence of such claims, we could be required to pay additional remuneration or royalties to our current and/or former employees, or be forced to litigate such claims, which could negatively affect our business. 36 We use certain “open-source” software tools that may be subject to intellectual property infringement claims or that may subject derivative works of such open-source software to unintended consequences, which may impair our product development plans, interfere with our ability to provide services to our clients, require us to allow access to the source code of our products or necessitate that we pay licensing fees.
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.
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. 9 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.
We are required to meet the continued listing requirements of the Nasdaq Global Select and comply with the other Nasdaq rules, including those regarding minimum shareholders’ equity, minimum share price and certain other corporate governance requirements.
We are required to meet the continued listing requirements of the Nasdaq Global Select Market and comply with the other Nasdaq rules, including those regarding minimum shareholders’ equity, minimum share price, and certain other corporate governance requirements.
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.
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. 40
Growing public concern about climate change has resulted in the increased focus of local, state, regional, national and international regulatory bodies on greenhouse gas, or GHG, emissions and climate change issues.
Growing public concern about climate change has resulted in increased focus of local, state, regional, national and international regulatory bodies on greenhouse gas, or GHG, emissions and climate change issues.
Furthermore, Google has announced an initiative known as “IP Protection,” to be introduced as a feature in Chrome’s Incognito mode, which will allow to anonymize the user's IP address, to help protect it from being used by third parties for web-wide cross-site tracking. If implemented, this could limit geo-targeting for advertisements for users of Chrome Incognito.
Furthermore, Google has announced an initiative known as “IP Protection,” to be introduced as a feature in Chrome’s Incognito mode, which will allow the anonymization of the user’s IP address, to help protect it from being used by third parties for web-wide cross-site tracking. If implemented, this could limit geo-targeting for advertisements for users of Chrome Incognito.
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.
Typically, agreements with search providers, such as our agreement with 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.
Customers will not continue to do business with us if our solutions do not deliver advertisements in an appropriate and effective manner, through a variety of distribution channels and methods, or if the advertising we deliver does not generate the desired results, or if we fail to meet customer expectations including but not limited to platform quality, reliability, costs, or execution efficiency.
Customers will not continue to do business with us if our solutions do not deliver advertisements in an appropriate and effective manner, through a variety of distribution channels and methods, or if the advertising we deliver does not generate the desired results, or if we fail to meet customer expectations including but not limited to Perion One platform quality, reliability, costs, or execution efficiency.
We are currently able to serve, track and manage advertisements on a variety of networks and websites for our customers as well as for our own operations.
We are currently able to serve, track and manage advertisements on a variety of networks, platforms and websites for our customers as well as for our own operations.
In addition, if we suffer a highly publicized business interruption, data breach, cyber-attack or other similar incident, even if our platforms and solutions perform effectively, such an incident could have an adverse effect and cause us to suffer reputational harm, lose existing commercial relationships and customers or deter existing customers from purchasing additional solutions and prevent new customers from purchasing our solutions.
In addition, if we suffer a highly publicized business interruption, data breach, cyber-attack or other similar incident, even if our platform and solutions perform effectively, such an incident could have an adverse effect and cause us to suffer reputational harm, lose existing commercial relationships and customers or deter existing customers from purchasing additional solutions and prevent new customers from purchasing our solutions.
As a result, there could be errors, failures or defects in our products. In addition, despite testing, errors, failures or defects may not be found in our products and new versions of our products.
As a result, there could be errors, failures or defects in our products or our platform. In addition, despite testing, errors, failures or defects may not be found in our products and new versions of our products and platform.
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.
Regulations, legislation or self-regulation relating to data protection, data privacy, cybersecurity, AI, 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 .” 13 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.
If we are not successful in doing so, we may experience reputational damage that could impede our ability to attract new business and additionally could decrease business affairs with existing advertisers and publishers, or our customers may seek to avoid payment or demand refunds, any of which could harm our business, financial condition and results of operations.
If we are not successful in doing so, we may experience reputational damage that could impede our ability to attract new business and additionally could decrease business affairs with existing advertisers, advertising agencies and publishers, or our customers may seek to avoid payment or demand refunds, any of which could harm our business, financial condition and results of operations.
Specifically, we believe that if our assets were valued based on the discounted cash flows or revenue multiples methods, our enterprise value for 2024 would be significantly larger than the value derived from using the market capitalization method. Accordingly, we believe that we were likely not a PFIC for 2024. However, our position is not binding on the U.S.
Specifically, we believe that if our assets were valued based on the discounted cash flows or revenue multiples methods, our enterprise value for 2025 would be significantly larger than the value derived from using the market capitalization method. Accordingly, we believe that we were likely not a PFIC for 2025. However, our position is not binding on the U.S.
Delisting from the Nasdaq Global Select Market, or even the issuance of a notice of potential delisting, would also result in negative publicity, make it more difficult for us to raise additional capital, adversely affect the market liquidity of our ordinary shares, reduce security analysts’ coverage of us and diminish investor, supplier and employee confidence.
Delisting from the Nasdaq, or even the issuance of a notice of potential delisting, would also result in negative publicity, make it more difficult for us to raise additional capital, adversely affect the market liquidity of our ordinary shares, reduce security analysts’ coverage of us and diminish investor, supplier and employee confidence.
The high concentration in the market subjects us to the risk of any unilateral changes Google, Meta, Apple and Amazon may make with respect to advertising on their respective lucrative platforms. These changes may significantly harm our ability to operate in this industry and we could be limited in our ability to respond and adjust to such changes.
The high concentration in the market subjects us to the risk of any unilateral changes Google, Meta, Apple, TikTok or Amazon may make with respect to advertising on their respective lucrative platforms. These changes may significantly harm our ability to operate in this industry and we could be limited in our ability to respond and adjust to such changes.
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.
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, 2026, three shareholders beneficially held more than 5% of our outstanding shares. See Item 7.A.
If we are unable to continuously improve our systems and processes, including in particular by the implementation of our Perion One platform, adapt to the changing and dynamic needs of our customers or align our expenses with our revenue level, it will impair our ability to be compelling and may adversely affect our business and profitability.
If we are unable to continuously improve our systems and processes, including in particular our Perion One platform, adapt to the changing and dynamic needs of our customers or align our expenses with our revenue level, it will impair our ability to be compelling and may adversely affect our business and profitability.
In the coming years, we expect further regulation regarding data protection, data privacy and cybersecurity in the U.S./Canada and abroad that will likely apply to our business. These laws, regulations and other obligations may create additional regulatory, liability, and reputational risks and may increase financial costs to mitigate such risks.
In the coming years, we expect further regulation regarding data protection, data privacy and cybersecurity in the U.S., Canada and other countries that will likely apply to our business. These laws, regulations and other obligations may create additional regulatory, liability, and reputational risks and may increase financial costs to mitigate such risks.
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.
Restrictions from advertisers, advertising agencies, DSPs or SSPs regarding usage of this inventory source have impacted us and could materially adversely impact our operations and revenue. 10 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.
For additional information see also the Risk Factor titled - “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.” Our products operate in a variety of computer and device configurations and could contain undetected errors, failures or defects that could result in product failures, lost revenue and loss of market share.
For additional information see also the Risk Factors titled – “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.” 29 Our products operate in a variety of computer and device configurations and could contain undetected errors, failures or defects that could result in product failures, lost revenue, and loss of market share.
For instance, certain data protection and data privacy laws (including the GDPR and Canadian Privacy Law) have an extra-territorial scope causing such laws to potentially govern activities conducted by organizations established in jurisdictions outside of, in the case of the GDPR, the EEA and, in the case of PIPEDA and Quebec’s Law 25, Canada and Quebec, respectively.
For instance, certain data protection and data privacy laws (including the GDPR, CCPA and Canadian Privacy Law) have an extra-territorial scope causing such laws to potentially govern activities conducted by organizations established in jurisdictions outside of, in the case of the GDPR, the EEA, in the case of the CCPA, California, and, in the case of PIPEDA and Quebec’s Law 25, Canada and Quebec, respectively.
Our tax expenses and the resulting effective tax rate reflected in our financial statements may increase over time as a result of changes in corporate income tax rates, other changes in the tax laws of the countries in which we operate, non-deductible expenses, loss and timing differences, or changes in the mix of countries, where we generate profit.
Our tax expenses and the resulting effective tax rate reflected in our financial statements may increase over time as a result of changes in corporate income tax rates, tax incentive regimes or other changes in the tax laws of the countries in which we operate, non-deductible expenses, loss and timing differences, or changes in the mix of countries, where we generate profit.
Further, these contractual arrangements would not prevent or deter independent development of similar intellectual property by others. In addition, there is no assurance that any existing or future trade secrets, patents, copyrights or trademarks will afford adequate protection against competitors and similar technologies.
Further, these contractual arrangements do not prevent or deter independent development of similar intellectual property by others. In addition, there is no assurance that any existing or future trade secrets, patents, copyrights or trademarks will afford adequate protection against competitors and similar technologies.
If our digital advertising platforms and solutions, including our Perion One strategy which is aimed to unify our brands and technologies into one advanced platform, are not perceived as competitively differentiated, or if we fail to develop adequately to meet market evolution, or fail to acquire companies to help us overcome the technological gaps in a timely manner and meet the market demands, we could lose customers and market share or be compelled to reduce our prices and harm our operational results.
If our digital advertising platforms and solutions, including our Perion One strategy which is unifying our brands and technologies into one advanced platform, are not perceived as competitively differentiated, or if we fail to develop adequately to meet market evolution, or fail to acquire companies to help us overcome the technological gaps in a timely manner and meet the market demands, we could lose customers and market share or be compelled to reduce our prices and harm our operational results.
Recent fluctuations in prevailing interest rates due to higher-than-average inflation materially increase the likelihood of such circumstances and present significant potential challenges to our U.S. business. 35 Our business may be materially affected by changes to fiscal and tax policies.
Recent fluctuations in prevailing interest rates due to higher-than-average inflation materially increase the likelihood of such circumstances and present significant potential challenges to our U.S. business. 37 Our business may be materially affected by changes to fiscal and tax policies.
While we offer competitive equity and compensation terms with our employees as a means of improving our employee retention, those terms and agreements may not be effective towards that goal in particular if the price of our ordinary shares significantly declines.
While we offer competitive equity and compensation terms with our employees as a means of improving our employee retention, those terms and agreements may not be effective towards that goal in particular when the price of our ordinary shares significantly declines.
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.
Under current Israeli, U.S., U.K., French, and Ukrainian law, as well as other laws, and further under proposed legislation such as Senate Bill S4641A 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.
These changes could materially impact the way we do business, and if we or our advertisers and publishers are unable to quickly and effectively adjust and provide solutions to those changes, there could be an adverse effect on our revenue and performance.
These changes could materially impact the way we do business, and if we or our advertisers and advertising agencies and publishers are unable to quickly and effectively adjust and provide solutions to those changes, there could be an adverse effect on our revenue and performance.
Goodwill impairment analysis and measurement is a process that requires significant judgment. Our share price and any control premium are factors affecting the assessment of the fair value of our underlying reporting units for purposes of performing any goodwill impairment assessment.
Goodwill impairment analysis and measurement is a process that requires significant judgment. Our share price and any control premium are factors affecting the assessment of the fair value of our underlying reporting unit for purposes of performing any goodwill impairment assessment.
We have benefited and currently benefit from a variety of Israeli government programs and tax benefits with regards to our operations in Israel, that generally carry conditions that we must meet in order to be eligible to obtain any benefit.
We have benefited and currently benefit from a variety of government programs and tax benefits with regards to our operations, that generally carry conditions that we must meet in order to be eligible to obtain any benefit.
Such incidents are increasing in frequency, levels of persistence, sophistication and intensity, are evolving in nature, and are conducted by organized groups and individuals with a wide range of motives and expertise, including organized criminal groups, “hacktivists,” terrorists, nation states, nation state-supported actors, and others, any of whom may see their effectiveness enhanced by the use of AI.
All of the foregoing incidents are increasing in frequency, levels of persistence, sophistication and intensity, are evolving in nature, and are conducted by organized groups and individuals with a wide range of motives and expertise, including organized criminal groups, “hacktivists,” terrorists, nation states, nation state-supported actors, and others, any of whom may see their effectiveness enhanced by the use of AI.
Moreover, geopolitical tensions, particularly the Hamas-Israel and the Russia-Ukraine conflicts, have contributed to a surge in cyber-attacks targeting Israeli companies and products globally, posing a threat to critical infrastructure.
Moreover, geopolitical tensions, particularly the Hamas-Israel, Iran-Israel and the Russia-Ukraine conflicts, have contributed to a surge in cyber-attacks targeting Israeli companies, individuals and products globally, posing a threat to critical infrastructure.
If the value of our assets were determined by reference to the sum of our market capitalization and liabilities, we would likely be a PFIC for 2024 due to the low average value of our market capitalization during 2024.
If the value of our assets were determined by reference to the sum of our market capitalization and liabilities, we would likely be a PFIC for 2025 due to the low average value of our market capitalization during 2025.
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 solutions and cause us to lose sellers, buyers, and revenue.
We face intense competition in the marketplace and are confronted by rapidly changing technology, evolving industry standards, laws, rules and regulations and consumer needs, and the frequent introduction of new products and solutions by competitors, as well as publishers themselves, that we must adapt and respond to in order to remain competitive.
We face intense competition in the marketplace and are faced with rapidly changing technology, evolving industry standards, laws, rules and regulations and consumer needs, and the frequent introduction of new products and solutions by competitors, as well as publishers themselves, that we must adapt and respond to in order to remain competitive.
Additionally, companies that do not currently compete with us in this space may change their strategy and the services they provide to be competitive if there is a revenue opportunity, and new or stronger competitors may emerge through consolidations or acquisitions in the market.
Additionally, companies that do not currently compete with us in this space may change their strategy and the services they provide to be competitive if a revenue opportunity arises, and new or stronger competitors may emerge through consolidations or acquisitions in the market.
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).
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 and different public holidays in the United States and Israel).
If we lost our foreign private issuer status, we would be required to comply with the reporting and other requirements applicable to U.S. domestic issuers, which are more extensive than the requirements for foreign private issuers and more expensive to comply with. 23 There can be no assurances that we will not be a passive foreign investment company (“PFIC”) for any taxable year, which could subject U.S.
If we lose our foreign private issuer status, we would be required to comply with the reporting and other requirements applicable to U.S. domestic issuers, which are more extensive than the requirements for foreign private issuers and more expensive to comply with. 24 There can be no assurances that we will not be a passive foreign investment company (“PFIC”) for any taxable year, which could subject U.S.
GDPR”), the rules and regulations promulgated under the authority of the FTC, the CCPA and privacy laws of various U.S. states, the Israeli Privacy Protection Law, 1981 and the regulations thereunder (“Israeli Privacy Law”), Canada’s federal Personal Information Protection and Electronic Documents Act (the “PIPEDA”), the Quebec Privacy Act and other laws such as Quebec’s new Privacy Legislation Modernization Act (“Quebec’s Law 25” and together with the PIPEDA and the Quebec Privacy Act, “Canadian Privacy Law”), and the EU ePrivacy Directive (“ePD”),a.
GDPR”), the rules and regulations promulgated under the authority of the FTC, the CCPA and privacy laws of various U.S. states, the Israeli Privacy Law, Canada’s federal Personal Information Protection and Electronic Documents Act (the “PIPEDA”), the Quebec Privacy Act and other laws such as Quebec’s new Privacy Legislation Modernization Act (“Quebec’s Law 25” and together with the PIPEDA and the Quebec Privacy Act, “Canadian Privacy Law”), and the EU ePrivacy Directive (“ePD”).
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.
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; • 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; • 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.
In June 2018, Google limited the ability to install Chrome browser extensions exclusively through the Chrome Web Store. Some of these changes have adversely affected our ability to ensure that users’ browser settings remain optimally compatible with our services.
In June 2018, Google limited the ability to install Chrome browser extensions by requiring distribution exclusively through the Chrome Web Store. Some of these changes have adversely affected our ability to ensure that users’ browser settings remain optimally compatible with our services.
Certain of our primary advertisers and publishers are owned, affiliated with or controlled by a small number of large holding companies.
Certain of our primary advertisers, advertising agencies and publishers are owned, affiliated with or controlled by a small number of large holding companies.
The carrying value of intangible assets with identifiable useful lives represents the fair value of customer relationships, content, domain names and acquired technology, among other things, as of the acquisition date, and are amortized based on their economic or useful lives.
The carrying value of intangible assets with identifiable useful lives represents the fair value of customer relationships and acquired technology, among other things, as of the acquisition date, and are amortized based on their economic or useful lives.
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 RPM for both Perion and other Microsoft distribution partners.
In connection with our efforts to comply with Section 404 and the other applicable provisions of the Sarbanes-Oxley Act, our management and other personnel devote a substantial amount of time, and we have hired, and may need to hire, additional accounting and financial staff to assure that we comply with these requirements.
In connection with our efforts to comply with Section 404 and the other applicable provisions of the SOX, our management and other personnel devote a substantial amount of time, and we have hired, and may need to hire, additional accounting and financial staff to assure that we comply with these requirements.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeBy gradually consolidating our diverse advertising channels under one platform, Perion One, which is intended to eliminate silos, enhance efficiency, and provide advertisers with a seamless way to execute and optimize cross-channel campaigns. This unification is aimed to allow brands to increase audience reach, improve engagement, and drive measurable performance across the entire digital landscape.
Biggest changeOur Strengths Perion One On February 3, 2025, we introduced our Perion One strategy, designed to unify our diverse advertising channels, brands, and technologies into a single, advanced AI-native execution infrastructure. Perion One is intended to eliminate industry silos, enhance operational efficiency, and provide advertisers with a seamless way to execute and optimize cross-channel campaigns.
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.
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.
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.
Regulations, legislation or self-regulation relating to data protection, data privacy, cybersecurity, AI, 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.
Search Advertising Technology The technology behind our search solution is composed of the following systems: • Publisher management system that provides publishers access to an online dashboard providing analytics and performance optimization tools, as well as reports that enable them to maximize their distribution and monetization. • Search demand management system that integrates and onboards demand vendors to our monetization products.
Search Advertising Technology The technology behind our search solution is composed of the following systems: ● Publisher management system that provides publishers access to an online dashboard providing analytics and performance optimization tools, as well as reports designed to enable them to maximize their distribution and monetization. ● Search demand management system that integrates and onboards demand vendors to our monetization products.
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.
Our portfolio includes registered trademarks and domain names in various countries as well as approximately 8 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.
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.
Our agent for service in the United States is our US subsidiary, Intercept Interactive Inc. d/b/a Perion, 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.
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.
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. f.
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.
Supply Technology & SODA The Supply Management set of technologies designed to facilitate relationships with our publishers by treating impressions 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.
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.
As part of our compliance program, we regularly review our privacy policies and practices in light of evolving regulation. 51 An increasing number of U.S. states, such as California, Virginia, Connecticut, Colorado, Texas, New York and Washington, adopted and additional states are planning to adopt, statutes concerning data protection and/or AI regulations which could affect us.
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.
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, use of AI systems and related technologies, libel, marketing, distribution of products, protection of minors, consumer protection, accessibility, taxation, online payment services and more.
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 while in the U.S., eMarketer expects DOOH to grow from $3.2 billion in 2024 to $4.5 in 2028. E. Digital Audio The U.S.
According to Statista, worldwide DOOH ad spending is expected to increase from $17.2 billion in 2024 to $26.3 billion in 2030, reflecting a 53.0% growth while in the U.S., eMarketer expects DOOH to grow from $3.9 billion in 2025 to $5.3 billion in 2029. D.
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.
According to eMarketer, CTV ad spending in the U.S. accounted for $33.1 billion in 2025, or 9.5% of total U.S. digital ad spending, and is expected to grow to $52.5 billion in 2029, representing 10.5% of total U.S. digital ad spending for that year, taking a growing share of linear TV ad spending.
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 have been enacted and still evolving in the United States, Europe, Israel, Canada, and elsewhere and may impede the growth of the internet and AdTech or otherwise adversely impact our services.
In conjunction with our creative platform, Perion leverages Machine Learning for campaign delivery and optimization, using real-time analysis to determine the most effective advertisements for specific target audiences, leading to improved campaign performance. Our AI-based creative platform has the ability to create hundreds and thousands of different ad permutations, targeted at different audiences.
In conjunction with our creative platform, Outmax AI leverages Machine Learning for campaign delivery and optimization, using real-time analysis to determine the most effective advertisements for specific target audiences, leading to improved campaign performance.
According to eMarketer reports, digital advertising spending will account for 75% of total worldwide media advertising in 2025, reaching approximately $777 billion and is expected to increase to approximately $1 trillion and 79% of total media advertising spend by 2028.
According to eMarketer reports, digital advertising spending will account for 77% of total worldwide media advertising in 2026, reaching approximately $870 billion and is expected to increase to approximately $1.13 trillion and 80.9% of total media advertising spend by 2029.
Throughout the years, the Company built a strong cash position, focusing on profitable growth, and has accumulated net cash that stands at over $373 million as of December 31, 2024, with no debt.
Throughout the years, the Company built a strong cash position, focusing on profitable growth, and has accumulated cash and cash equivalents, short-term bank deposits and marketable securities that stands at over $312.9 million as of December 31, 2025, with no debt.
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.
As of December 31, 2025, we lease approximately 9,500 square feet, excluding office space which we currently sublease. The lease expires in June 2026 and the annual net cost is approximately $0.7 million. Our principal offices in Canada are located in Montreal, Canada. As of December 31, 2025, we lease approximately 4,000 square feet.
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.
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.
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.
Digital Audio The U.S. Digital Audio Advertising Market is on a significant upward trajectory, with projections indicating that advertising budgets will approach $9.4 billion by 2029. This rapidly growing sector represents a substantial opportunity for innovative advertising solutions. To capture the expanding digital audio advertising market, Perion offers WAVE, a cutting-edge generative AI solution.
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.
Competitive Landscape The advertising technology industry is highly competitive and rapidly evolving. Numerous digital media and advertising technology companies offer services comparable to our advertising solutions and compete for finite advertiser and agency budgets as well as limited publisher inventory.
Our AI Technologies are also in use to improve the efficiency of the machinery powering the Supply and Demand Management Technologies. The efficiency gains result in a leaner technology footprint and lower costs without sacrificing performance, as well as benefits partners on both sides of transactions via SPO/DPO (Supply Path Optimization / Demand Path Optimization). g.
SODA (Supply Optimization & Demand Amplification) is our intelligent AI solution that helps publishers improve the monetization of their inventory. The efficiency gains result in a leaner technology footprint and lower costs without sacrificing performance, as well as benefits partners on both sides of transactions via SPO/DPO (Supply Path Optimization / Demand Path Optimization).
Our SEC filings are available to you on the SEC’s website at http://www.sec.gov. This site contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The information on that website is not part of this annual report on Form 20-F and is not incorporated by reference herein.
This site contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The information on that website is not part of this annual report on Form 20-F and is not incorporated by reference herein. For a description of our principal capital expenditures and divestitures, see Item 5.
Our principal offices in Canada are located in Montreal, Canada. As of December 31, 2024, we lease approximately 4,000 square feet. The lease expires in September 2025 with an option to extend for one additional two-year period. Annual net cost is approximately $0.1 million. This excludes office spaces we currently sublease or short-term rent in co-working spaces.
The lease expires in September 2026 with an option to extend for one additional two-year period. Annual net cost is approximately $0.1 million. This excludes co-working spaces we currently rent on short-term basis.
In the U.S., Omnichannel Retail Media ad spending accounted for $52.3 billion representing 13.2% of total U.S. digital ad spending in 2024 and is expected to reach $62.9 billion by 2025 and $99.0 billion by 2028, representing 14.8% and 18.7% of total U.S. digital ad spending, respectively.
In the U.S., Omnichannel Retail Media ad spending accounted for $60.8 billion representing 17.4% of total U.S. digital ad spending in 2025 and is expected to reach $71.7 billion by 2026 and $98.3 billion by 2029, representing 18.4% and 19.6% of total U.S. digital ad spending, respectively.
If other states follow suit, it could lead to an increasingly varied and complex regulatory landscape, and result in materially increased costs.
This has led to an increasingly varied and complex regulatory landscape and could result in materially increased costs.
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.
Non-compliance with such laws could result in enforcement actions, significant fines and reputational harm. We voluntarily participate in industry self-regulatory bodies such as the IAB TCF, IAB GPP, NAI, IAB, DAA and the DAAC, which promulgate best practices or codes of conduct addressing, among other things, data protection, data privacy, cybersecurity and the delivery of digital advertising.
As of December 31, 2024, we lease approximately 32,328 square feet, excluding office space which we currently sublease. The lease expires in April 2029, with an option to extend for two additional three-year and two-year periods, unless we issue a 270-day prior written notice to the contrary at our sole discretion. Annual net cost is approximately $1.6 million.
The lease expires in April 2029, with an option to extend for two additional three-year and two-year periods, unless we issue a 270-day prior written notice to the contrary at our sole discretion. Annual net cost is approximately $1.2 million. Our principal offices in the United States are located at the World Trade Center (WTC) in New York.
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.
Growth of Commerce and Retail Media Retail Media is one of the fastest-growing segments in digital advertising, leveraging valuable, purchase-based first-party data to drive sales. According to eMarketer, worldwide retail media ad spending accounted for $173.1 billion in 2025, or 21.9% of total digital ad spending, an 18.2% year-over-year increase.
Perion One is both an advanced technology framework and a strategic consolidation of Perion’s existing capabilities, designed to enhance the efficiency and effectiveness of our solutions. By integrating and reimagining multiple technologies, Perion One will allow a seamless, streamlined experience for both supply and demand-side customers, making it easier to access, explore, and optimize our products and services. b.
By integrating and reimagining multiple technologies, Perion One is designed to provide a seamless, streamlined experience for both supply- and demand-side customers, making it easier to access, explore, and optimize our products and services. As we continue to develop and scale the platform, Perion One is being designed to provide advanced analytical capabilities and performance metrics.
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.
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 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.
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.
It brings deep intelligence to the various phases of campaigns: planning, activation, optimization and reporting, utilizing models built on top of our data as well as that supplied by our customers.
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.
Since November 20, 2007, our ordinary shares have also traded on the TASE. In recent years, we completed several acquisitions, including the acquisition of Vidazoo Ltd. in October 2021, the acquisition of Hivestack Technologies Inc. in December 2023, and the acquisition of Greenbids SAS in May 2025. Our SEC filings are available to you on the SEC’s website at http://www.sec.gov.
We are subject to the data privacy laws and regulations of various jurisdictions, including the GDPR, the CCPA, the Israeli Privacy Law, the Canadian Privacy Law and the ePD. 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.
We are subject to the data privacy laws and regulations of various jurisdictions, including the GDPR, U.S. state privacy laws such as the CCPA, the Israeli Privacy Law, the Canadian Privacy Law and the ePD.
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.
Many of our current and potential competitors have significantly greater financial, research and development, data analytics, infrastructure, manufacturing, and sales and marketing resources than we do.
It harnesses cutting-edge technologies to target, deliver and measure immersive ads that connect brands with people on the go. C. ORGANIZATIONAL STRUCTURE The legal name of our Company is Perion Network Ltd. and we are organized under the laws of the State of Israel.
It harnesses cutting-edge technologies to target, deliver and measure immersive ads that connect brands with people on the go.
The optimization in our supply management platform is based on proprietary technology and our specific needs and use cases. c. Demand Management Technologies The Demand Management set of technologies is designed to assist advertisers with campaign planning, design, and activation by providing data-driven recommendations aligned with their specific objectives.
Buying Technologies The set of buying technologies is designed to assist advertisers with campaign planning, design, activation, and optimization by providing data-driven recommendations and automations aligned with their specific objectives. It suggests advertising channels, audience targeting strategies, and ad product mixes based on benchmarks and past campaign data.
Based on campaign-to-campaign learnings and complex problem solving methodologies, these technologies are leveraged to build products that generate better performance for our customers and improved efficiency by providing rules-based and budget optimizations. Among the products leveraging AI are our SORT cookieless solution, WAVE audio ads, and more products in the pipeline.
Based on campaign-to-campaign learnings and complex problem solving methodologies, these technologies are leveraged to build products that generate better performance for our customers and improved efficiency by providing rules-based as well as budget and pacing optimizations. A strong feature of Outmax is its ability to optimize a customer’s campaign, in real time, towards a specific desired performance outcome.
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.
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. 49 g. Agentic Development Behind all of the advanced technologies we build and operate is a talented engineering team.
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.
In 2025, U.S. display advertising spend, including banners, rich media, video and social, was $198.1 billion and, according to eMarketer, is expected to increase by 49% and reach $294.3 billion in 2029. eMarketer also reports that rich media, including high-impact ad formats, as well as outstream and instream video accounted for $143.7 billion of U.S. digital display ad spend in 2025 and is expected to increase by 60.5%, reaching approximately $230.6 billion in 2029.
Consumers today interact with brands across multiple platforms such as social media, search engines, websites, streaming services, retail media and more, before making a purchasing decision. To maximize reach and engagement, advertisers are shifting toward multichannel advertising strategies, ensuring a seamless and consistent brand experience across all digital touchpoints.
Multichannel Advertising and Cross-Platform Engagement The modern consumer journey is more fragmented than ever, spanning multiple devices, platforms, and formats. Consumers today interact with brands across multiple platforms such as social media, search engines, websites, streaming services, and more, before making a purchasing decision.
DOOH Digital out-of-home (DOOH) refers to digital media used for advertising outside of the consumer's home in the public domain.
To maximize reach and engagement, advertisers are shifting toward multichannel advertising strategies, ensuring a seamless and consistent brand experience across all digital touchpoints. Digital Out-of-Home (DOOH) Digital out-of-home (DOOH) refers to digital media used for advertising outside of the consumer's home in the public domain.
These competitors could potentially use their greater financial resources to acquire other companies to gain even further enhanced name recognition and market share, as well as to develop new technologies, enhanced systems and analytical capabilities, products or features that could effectively compete with our existing solutions, products and search services.
These competitors may use their superior resources to acquire complementary businesses, enhance brand recognition, expand market share, accelerate innovation, and develop new technologies, systems, products, or features that compete directly or indirectly with our solutions and search services.
According to eMarketer, U.S. search advertising spend accounted for $128.4 billion in 2024, representing 32.5% of total U.S. media ad spending, and is expected to grow to $189.5 billion in 2028 or 35.8% of total media ad spend. Digital Audio Digital audio advertising is witnessing steady growth.
Search Advertising Search advertising is a direct-response channel for capturing high-intent consumer behavior. According to eMarketer, U.S. search advertising spend accounted for $145.0 billion in 2025, representing 41.4% of total U.S. digital media ad spending, and is expected to grow to $200.0 billion in 2029 or 39.9% of total digital media ad spend.
According to eMarketer, total digital advertising represents an addressable market of $777 billion in 2025, which is expected to grow to $1 trillion by 2028 globally. Our goal at Perion is to help brands, retailers and agencies to get better results with their marketing investments.
The global digital advertising market continues to expand rapidly; according to eMarketer, total digital advertising represents an addressable market of $870 billion in 2026, which is expected to grow to $1.13 trillion globally by 2029.
There are also several niche companies that compete with our advertising solutions, providing a subset of services similar to those we provide. 48 Among our competitors, both on the supply side and on the demand side, are companies that are not public such as Kargo, GumGum, and public companies such as The Trade Desk, Pubmatic, Nexxen, Magnite, Teads and others.
In addition, a number of niche providers compete with us by delivering specific components or subsets of the services we offer. Our competitors on both the supply and demand sides include privately held companies such as Kargo and GumGum, as well as publicly traded companies such as The Trade Desk, Zeta, Criteo, PubMatic, Nexxen, Magnite, and Teads, among others.
Beyond traditional search engines, we also face competition from alternative search solutions that allow consumers to discover content outside of conventional search engines. These include companies such as IAC, System1, and other emerging platforms that leverage AI-driven discovery tools, browser integrations, and contextual search models.
These include companies such as IAC and System1, as well as emerging platforms leveraging AI-driven discovery tools, browser integrations, contextual search models, and other alternative access points. As we introduce new solutions and expand our capabilities, and as our competitors do the same, we expect competitive pressures to intensify.
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.
In addition, the introduction and rapid adoption of generative AI platforms, including ChatGPT, Perplexity, Copilot by Microsoft, Gemini by Google, Claude by Anthropic, and Grok by X, may lead to the development of new advertising, content discovery, and media activation tools that increase competition within the advertising technology industry.
The technology backbone behind our solutions is designed to connect brands with consumers via meaningful digital interactions and experiences. This is done through these key components: a. Perion One Platform On February 3, 2025, we introduced Perion One, our unified multichannel platform strategy.
Our Outmax AI-native execution infrastructure empowers: ● Intelligent buy-side planning, activation, optimization and reporting, across multiple channels and all stages of the consumer journey ● Intelligent publisher-side inventory optimization and monetization The technology backbone behind our solutions is designed to connect brands with consumers via meaningful digital interactions and experiences. This is done through these key components: a.
The Company’s capital allocation strategy strikes a balance between organic growth, a share repurchase program that was initially announced on February 20, 2024, and its expansion announced on April 8, 2024, and inorganic growth through acquisitions.
The Company’s capital allocation strategy strikes a balance between organic growth, strategic inorganic growth through targeted acquisitions and a share repurchase program of up to $200 million, of which $118 million were already executed through December 31, 2025.
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.
Unlike traditional out-of-home advertising, such as billboards with printed posters, DOOH utilizes advanced digital technology to deliver engaging, contextually relevant content in public spaces. The DOOH advertising channel is undergoing a rapid transition toward programmatic DOOH (pDOOH), which automates the buying, placement, and real-time optimization of outdoor inventory.
Intellectual Property Our proprietary technology, including our platforms, products and related algorithms, are critical to our operations and competitive advantage.
These technologies may lower barriers to entry, alter user behavior, shift traffic patterns, and disrupt traditional monetization models, which could intensify competitive dynamics across our markets. 50 Intellectual Property Our proprietary technology, including our platform, products and related algorithms, are critical to our operations and competitive advantage.
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.
The Shift Towards Premium Video and Connected TV (CTV) As viewership continues to migrate from conventional broadcast and cable television to streaming platforms, advertising budgets are accelerating toward Connected TV (CTV).
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.
Driven by dynamic data inputs and its growing integration with Retail Media, DOOH offers highly targeted reach and enhanced, measurable ROI for out-of-home audiences. According to Statista, worldwide DOOH ad spending is expected to increase from $17.2 billion in 2024 to $26.3 billion in 2030, reflecting a 53.0% growth.
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.
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 already enacted legislation requiring local storage and processing of data.
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.
Furthermore, our Stay-Live CTV provides a picture-in-picture experience to keep viewers connected during live events, while our Live CTV with the L Bar format maintains brand visibility via a non-intrusive banner during live broadcasts. We also offer interactive overlays and Pause Ads, which allow brands to occupy the screen during user-initiated reflective break moments.
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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.
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“Operating and Financial Review and Prospects - Liquidity and Capital Resources.” B. BUSINESS OVERVIEW Perion is an advanced technology leader solving the complexities of modern digital advertising through AI-native execution infrastructure.
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To achieve that, we are focused on making digital advertising more effective by building adaptable technologies that continuously connect the dots between people, places and creativity across the digital advertising ecosystem. As we operate in a highly competitive market, we continuously seek new innovative products and solutions that address current and future advertiser needs.
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To help brands, agencies and retailers maximize the value of their media investments, we focus on making advertising more effective by seamlessly connecting data, creative, and media channels. On February 3, 2025, we introduced Perion One, a unified platform designed to eliminate industry silos and bridge the gap between marketing intent and measurable business results.
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To help brands, agencies, and retailers navigate the complexities of modern advertising, Perion has introduced its Perion One strategy, which aims to unify all our technologies and solutions into one advanced platform. We develop, enhance, acquire, and aggregate tools and solutions that are relevant in an ever-evolving market.
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Through Perion One and our proprietary AI agent, Outmax, we provide a centralized execution infrastructure where AI allocates spend, manages pacing, and optimizes outcomes across the digital ecosystem. This infrastructure enables advertisers to efficiently navigate a fragmented landscape, capturing high-value audiences across Connected TV (CTV), Digital Out of Home (DOOH), Retail Media, social platforms, and the Open Web.
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We have a strategic footprint across channels, formats, and geographies, and we keep expanding it, organically and inorganically through acquisitions. Industry Overview The digital advertising industry continues to evolve at a rapid pace, undergoing a transformative shift, driven by AI, data privacy regulations, and evolving consumer behavior.
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Industry Overview The digital advertising industry is undergoing a structural transformation driven by the rapid advancement of AI, changing consumer consumption habits across emerging digital channels, and evolving privacy standards.
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As advertisers are prioritizing performance-driven, measurable, and multichannel strategies to maximize engagement and return on ad spend (ROAS), digital advertising has solidified its position as the dominant force in global marketing strategies, as it takes over traditional, non-digital, advertising. Advertisers once navigated a few key media channels to build brand awareness and drive performance.
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Advertisers face a complex ecosystem defined by speed and fragmentation, prompting a strategic reassessment of media budgets, thus increasingly demanding outcome-driven, performance-based omnichannel solutions that reduce media waste and maximize Return on Ad Spend (ROAS).
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Over the past decade, advertising has transformed from a simpler, channel-focused approach to a vast, complex ecosystem. This complexity has driven vast amounts of waste in spend. Today’s advertising landscape is defined by speed, complexity and uncertainty, driven by the ever-changing nature of people’s behavior and platforms.
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Below are some of the key trends and opportunities in the industry: The rise of AI in Digital Advertising AI is fundamentally altering the ad tech landscape. While initial AI applications focused primarily on the planning, workflow, and creative generation layers, the industry is now transitioning toward AI-native execution infrastructure.
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Technology has become integrated into people's daily lives-from mobile phones, tablets, TVs, gaming consoles to outdoors in our cars, favorite stores, event venues and local airports. This creates millions of daily moments for advertisers to make a connection.
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Modern advertisers are increasingly demanding AI agents capable of operating directly within real-time delivery systems, managing supply paths, optimizing pacing, and allocating budgets under live constraints.
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Each new channel brings its own data, creative, and brand alignment challenges, adding layers of complexity as advertisers strive to craft campaigns that fit naturally and connect with audiences while optimizing for ROAS.
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This shift from manual orchestration to machine-to-machine, agent-driven execution allows advertisers to process vast datasets instantly, dynamically tailor high-impact creative formats, and achieve superior operating leverage and capital efficiency in their campaigns. 41 The Shift Towards Performance-Driven Solutions Amid macroeconomic uncertainty and the demand for clear Return on Ad Spend (ROAS), the industry is increasingly shifting toward performance-driven advertising.
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Compounding this, consumers demand personalized experiences that are both relevant and respectful of their privacy, a balancing act that has become even more challenging with data privacy and data collection regulations that are becoming more stringent.
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Advertisers are reallocating digital advertising budgets from traditional, top-of-funnel brand awareness campaigns toward direct response and measurable, outcome-driven solutions. This trend demands advanced multi-touch attribution, real-time analytics, and AI-driven optimization to directly link media investments across all channels to tangible business KPIs, such as online conversions, app installs, or offline store visits.
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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.
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Historically treated primarily as a top-of-funnel brand awareness channel, CTV is evolving into a full-funnel, performance-driven environment. Marketers increasingly demand measurable outcomes, utilizing advanced targeting, granular audience insights, and multi-touch attribution to link premium video investments directly to engagement, conversions and ROAS.
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Advertisers are increasingly moving budgets from traditional TV and website’s video to CTV, YouTube, and social video formats, capitalizing on cord-cutting trends and streaming dominance.
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The sector is expanding beyond retailer-owned websites to distribute personalized offers across off-site digital channels, including CTV, Social and DOOH. By bridging media exposure with actual sales data, Retail Media provides closed-loop measurement that enables brands to deliver localized campaigns and drive immediate purchasing decisions.
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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.
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In the U.S., eMarketer expects DOOH to grow from $3.9 billion in 2025 to $5.3 billion in 2029. The Decline in Open Web While display advertising across the Open Web has historically been a foundational channel, it is currently experiencing structural headwinds and a gradual decline in traffic.
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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.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

53 edited+36 added−35 removed33 unchanged
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.
Biggest changeOther subsidiaries are taxed globally according to the tax laws in their respective countries of residence. 54 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, 2024 2025 Amount % of Revenue Amount % of Revenue Revenue: Advertising Solutions $ 335,550 67 % $ 348,930 79 % Search Advertising 162,736 33 90,997 21 Total Revenue 498,286 100 439,927 100 Costs and Expenses: Cost of revenue 46,643 10 51,800 12 Traffic acquisition costs and media buy 285,962 57 236,484 54 Research and development 36,655 8 34,653 8 Selling and marketing 68,497 14 76,491 17 General and administrative 38,697 8 36,402 8 Change in fair value of contingent consideration 1,541 0 - 0 Depreciation and amortization 16,434 3 17,677 4 Restructuring costs and other charges 6,895 1 1,322 0 Total Costs and Expenses 501,324 101 454,829 103 Loss from Operations (3,038 ) (1 ) (14,902 ) (3 ) Financial income, net 18,520 4 9,928 2 Income (loss) before Taxes on Income 15,482 3 (4,974 ) (1 ) Taxes on income 2,868 1 2,959 1 Net Income (loss) $ 12,614 3 % $ (7,933 ) (2 )% 55 Year Ended December 31, 2025 Compared to December 31, 2024 Revenue.
Traffic acquisition costs are primarily based on revenue share agreements with our traffic sources and the media buy cost are primarily based on Cost Per Click (“CPC”) and Cost Per Mille (“CPM”). Research and Development Expenses (“R&D”) Our research and development expenses consist primarily of salaries and other personnel-related expenses, allocated facilities costs, subcontractors and consulting fees.
Traffic acquisition costs are primarily based on revenue share agreements with our traffic sources, and the media buy costs are primarily based on Cost Per Click (“CPC”) and Cost Per Mille (“CPM”). Research and Development Expenses (“R&D”) Our research and development expenses consist primarily of salaries and other personnel-related expenses, allocated facilities costs, subcontractors, and consulting fees.
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 evaluates whether Advertising Solutions Revenue and Search 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 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.
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.
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.
Geographic Breakdown of Revenue For the distribution of our total revenue, by geographic areas, see Note 18 to our consolidated financial statements. 53 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.
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.
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.
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.
In 2024, we used in our financing activities $100.9 million, primarily a result of $54.5 million net cash with connection to previous acquisition contingent consideration, and $46.9 million paid for the repurchase of shares.
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.
In 2025, our efforts were focused on adapting, extending and maintaining compatibility with the ever-changing business landscapes and automation of our platform 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.
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 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. 60 Goodwill represents excess of the purchase price in a business combination over the fair value of identifiable tangible and intangible assets acquired.
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.
While we believe the resulting tax balances as of December 31, 2025 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.
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.
For our Israeli operations, starting in 2017 and through 2025, 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 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 the years ended December 31, 2024 and 2025, 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. 61
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.
Income Tax Expense A significant portion of our income is taxed in Israel and, as a result of previous acquisitions, in the United States and Canada. The standard corporate tax rate in Israel was 23% in 2024 and 2025.
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.
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, 2025, we had $312.9 million in cash, cash equivalents, short-term deposits and marketable securities, compared to $373.3 million at December 31, 2024.
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.
As of December 31, 2025, the maximum total compensation cost related to options and RSU’s, granted to employees and directors not yet recognized amounted to $17.8 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.
Traffic Acquisition Costs and Media Buy Our traffic acquisition costs and media buy consist primarily of payments to publishers and developers who distribute our search properties together with their products, as well as the cost of distributing our own products. In addition, media buy costs consist of the costs of advertising inventory incurred to deliver ads.
Traffic Acquisition Costs and Media Buy (“TAC”) Our traffic acquisition costs and media buy consist primarily of the costs of advertising inventory incurred to deliver ads, payments to publishers and developers who distribute our search properties together with their products, and the cost of distributing our own products.
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.
Research and development expenses were $36.7 million and $34.7 million in the years ended December 31, 2024 and 2025, respectively. We regard technology and innovation as core drivers of our culture and operations and are essential for our growth.
Goodwill is not amortized, but rather is subject to an impairment test. ASC No. 350, “Intangible—Goodwill and Other” requires goodwill to be tested for impairment at least annually and, in certain circumstances, between annual tests. The accounting guidance gives the option to perform a qualitative assessment to determine whether further impairment testing is necessary.
ASC No. 350, “Intangible—Goodwill and Other” requires goodwill to be tested for impairment at least annually and, in certain circumstances, between annual tests. The accounting guidance gives the option to perform a qualitative assessment to determine whether further impairment testing is necessary.
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.
Any other income which does not qualify for special benefits is subject to the standard corporate tax rate. We continue to utilize accumulated losses and other tax attributes in the United States and Canada. The federal statutory income tax rate in the United States has been 21% in 2024 and 2025.
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.
Changes in fair value of contingent consideration in 2024 include a $1.5 million fair-value adjustment of the contingent consideration payable with respect to a previous acquisition. Depreciation and amortization . Depreciation and amortization expenses increased by 8%, from $16.4 million in 2024 to $17.7 million in 2025.
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.
In addition, we generate revenue by providing advanced monetization solutions to Web and CTV publishers and DOOH media owners such as Supply Optimization, Ad Servers, SSP, Header Bidder and Media Player. 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.
CRITICAL ACCOUNTING ESTIMATES We have provided a summary of our significant accounting policies, estimates and judgments in Note 2 to our consolidated financial statements, which are included elsewhere in this Annual Report.
“Operating and Financial Review and Prospects—Operating Results.” E. CRITICAL ACCOUNTING ESTIMATES We have provided a summary of our significant accounting policies, estimates and judgments in Note 2 to our consolidated financial statements, which are included elsewhere in this Annual Report.
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.
Total stock-based compensation expense recorded during 2025 was $31.1 million, of which $3.3 million was included in cost of revenue, $5.4 million in research and development expenses, $12.6 million in selling and marketing expenses, and $9.8 million in general and administrative expenses.
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.
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.
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.
RESEARCH, DEVELOPMENT, PATENTS AND LICENSES, ETC. We conduct our research and development activities primarily in Israel, Canada and Europe. As of December 31, 2025, our research and development department included 128 employees and the services of additional 7 contractors through third-party service providers.
Search Advertising revenue is generated primarily from monthly transaction volume-based fees earned by us for making our applications available to online publishers and app developers on a revenue share basis relative to the revenue generated by such search partners.
Search Advertising – We generate Search Advertising revenue from service agreements with our search partners. This revenue is primarily derived from transaction volume-based fees earned by making our applications and intent-based search solutions available to online publishers and app developers on a revenue-share basis relative to the revenue generated by our search partners.
Stock-Based Compensation The Company accounts for share-based compensation under ASC 718, “Compensation - Stock Compensation”, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based payment awards made to employees, contractors and directors.
Generally, in cases in which the Company controls the specified good or service before it is transferred to a customer, revenue is recorded on a gross basis. 59 Stock-Based Compensation The Company accounts for share-based compensation under ASC 718, “Compensation - Stock Compensation”, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based payment awards made to employees, contractors, and directors.
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.
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 million, 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.
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.
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.
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.
Our cash requirements have principally been for working capital, capital expenditures and acquisitions. 56 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, 2024 2025 Net cash provided by operating activities $ 6,939 $ 41,927 Net cash provided by (used in) investing activities 62,602 (37,397 ) Net cash used in financing activities (100,913 ) (71,052 ) Effect of exchange rate changes on cash and cash equivalents (214 ) 333 Net decrease in cash and cash equivalents and restricted cash $ (31,586 ) $ (66,189 ) Net cash provided by operating activities In 2025, our operating activities provided cash in the amount of $41.9 million, primarily as result of stock-based compensation expenses of $31.1 million, depreciation and amortization of $17.7 million, offset by a net loss in the amount of $7.9 million.
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.
The increase was primarily attributable to the amortization of the acquired intangible assets derived from the Greenbids acquisition in May 2025. Restructuring costs and other charges . Restructuring costs and other charges in 2024 and 2025 amounted to $6.9 million and $1.3 million, respectively, related to our restructuring plan which was implemented during 2024 and completed in 2025.
While traditional linear TV still commands a significant share of ad spending, CTV is rapidly gaining ground as advertisers reallocate budgets to digital, data-driven, and measurable video formats.
While traditional linear TV still commands a significant share of ad spending, budgets are rapidly being reallocated to CTV as advertisers seek digital, data-driven, and measurable video formats. According to eMarketer, by 2028, U.S. CTV ad spending is projected to surpass linear TV ad spending for the first time.
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.
Search Advertising revenue decreased by 44%, from $162.7 million in 2024 to $91.0 million in 2025, accounting for 21% of revenue in 2025. 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 .
Research and development costs are charged to the statement of income as incurred. Selling and Marketing Expenses (“S&M”) Our selling and marketing expenses consist primarily of salaries and other personnel-related expenses, allocated facilities costs, as well as other outsourced selling and marketing activities.
Selling and Marketing Expenses (“S&M”) Our selling and marketing expenses consist primarily of salaries and other personnel-related expenses, allocated facilities costs, as well as other outsourced selling and marketing activities. General and Administrative Expenses (“G&A”) Our general and administrative expenses consist primarily of salaries and other personnel-related expenses, allocated facilities costs, professional fees, and other general corporate expenses.
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 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. During the Company’s annual impairment testing as of December 31, 2025, the Company performed a qualitative assessment to its reporting unit.
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.
S&M expenses increased by 12%, from $68.5 million, or 14% of revenue in 2024 to $76.5 million, or 17% of revenue in 2025. The increase was primarily a result of increased marketing expenses to support our go-to-market strategy following the Perion One unification, as well as an increase in our stock-based compensation and higher employee-related costs and sales commissions.
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.
TAC amounted to $236.5 million, or 54% of revenue, in 2025, compared with $286.0 million, or 57% of revenue, in 2024. The margin expansion was primarily due to changes in the product mix, focusing on more profitable solutions. Research and development expenses .
We also have several sales and representative offices located in North America, APAC, and EMEA. A.
Our headquarters are located in Israel and our primary research and development facilities are located in Israel, Canada and across Europe. 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.
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.
The Company applies the practical expedient for incremental costs of obtaining contracts when the amortization period is less than one year.
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.
Taxes on income increased from $2.9 million in 2024 to $3.0 million in 2025. Despite the loss before income taxes in 2025, the Company recognized income tax expense primarily due to permanent differences related to stock-based compensation. B. LIQUIDITY AND CAPITAL RESOURCES To date, we have financed our general capital expenditures with cash generated from operations, debt and equity offerings.
For a discussion of our intellectual property and how we protect it, see “Business Overview—Intellectual Property” under Item 4.B. above. 55 D.
Within the Perion One initiative, we have also significantly invested in a state-of-the-art foundational AI infrastructure to power our various agentic initiatives. For a discussion of our intellectual property and how we protect it, see “Business Overview—Intellectual Property” under Item 4.B. above. 57 D.
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.
By utilizing real-time data signals rather than cookies or personally identifiable information, SORT® allows advertisers to safely and effectively identify high-intent consumer groups, designed to ensure compliance and resilient performance in a privacy-first ecosystem 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.
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.
Net cash provided by (used in) investing activities In 2025, we used in our investing activities $37.4 million cash, primarily due to $26.6 million cash paid for the acquisition of Greenbids, net of cash acquired, and $11.7 million investment in short-term deposits, net.
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.
The $60.4 million decrease is primarily a result of $26.6 million net cash paid in connection with acquisition, net of cash acquired, and $71.2 million paid for the repurchase of shares, offset by $41.9 million net cash provided by operating activities.
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.
Change in fair value of contingent consideration Our change in fair value of contingent consideration expenses consist of fair value adjustments of contingent consideration liabilities related to acquisitions. 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.
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.
Cost of revenue increased by 11%, from $46.6 million, or 10% of revenue in 2024, to $51.8 million, or 12% of revenue in 2025. The increase in cost of revenue was primarily as a result of higher direct costs supporting campaign execution and targeting, higher hosting costs, and increased data verification expenses. Traffic acquisition costs and media buy .
The evaluation of these factors is subject to significant judgment and subjectivity. Generally, in cases in which the Company controls the specified good or service before it is transferred to a customer, revenue is recorded on a gross basis.
The Company has determined that in certain arrangements it acts as principal because the Company controls the specified good or service before it is transferred to a customer, as such revenue is recorded on a gross basis, while in others it does not and revenue is recorded on a net basis.
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.
TREND INFORMATION Industry trends are expected to affect our revenue, income from continuing operations, profitability and liquidity or capital resources: The following Industry trends are expected to affect our revenue, income from continuing operations, profitability and liquidity or capital resources.
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.
General and administrative expenses . G&A decreased by 6%, from $38.7 million, or 8% of revenue in 2024 to $36.4 million, or 8% of revenue in 2025. The decrease was primarily due to a decrease in our rent and utilities as well as a decrease in consulting and outsource services. Change in fair value of contingent consideration .
This shift from traditional static billboards to digital formats is driven by the integration of advanced technologies and data-driven strategies, enabling more targeted and measurable advertising campaigns. Programmatic DOOH (pDOOH) further enhances this landscape by automating the buying, placement, and optimization of ads in real-time, resulting in efficient spending and detailed analytics on audience engagement.
The Evolution and Programmatic Automation of Digital Out-of-Home (DOOH). The Out-of-Home advertising sector is undergoing a rapid transition from traditional static billboards to dynamic, digital formats driven by advanced programmatic technology (pDOOH). This evolution enables advertisers to automate the buying, placement, and real-time optimization of out-of-home inventory based on dynamic data inputs.
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.
Restructuring costs and other charges Restructuring costs and other charges consist of the expenses incurred by the company to adjust its operations and increase efficiency. Financial Income, Net Financial income, net consists mainly of interest income, foreign currency exchange gains or losses and foreign exchange forward transactions expenses.
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.
Financial Income, Net. Financial income, net decreased by $8.6 million from $18.5 million in 2024 to $9.9 million in 2025. The decrease was primarily due to lower interest income earned on reduced cash balances following our share repurchase program and the Greenbids acquisition, as well as unfavorable exchange rate fluctuations. Taxes on income.
In the second quarter of 2024, we experienced an additional decline in our search advertising activity attributable to Microsoft’s exclusion of a number of publishers from its search distribution marketplace. The agreement with Microsoft Bing ended on December 31, 2024 and was not renewed. However, under the agreement terms, it entered a tail period in 2025.
In 2024 and 2025, our Search Advertising revenue experienced a decline due to pricing adjustments and marketplace exclusions implemented by Microsoft Bing. Following the expiration of our legacy Bing agreement on December 31, 2024, our search business operated under a tail period in 2025 and is transitioning to operate primarily with Yahoo starting in 2026.
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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.
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Comparison of Years Ended December 31, 2024 and 2023 is incorporated by reference to the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 25, 2025.
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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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Company Overview Perion is an advanced technology leader redefining advertising through AI-native infrastructure, delivering real-time media execution across CTV, digital out-of-home, commerce and retail media, social and digital environments. Powered by Outmax, the company’s proprietary AI engine, Perion helps brands, agencies, and retailers optimize spend and performance, driving measurable outcomes at scale.
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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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Advertising Solutions – We generate revenue from Advertising Solutions by delivering outcome-driven campaigns across multiple digital channels, including standard and high-impact display, social, CTV, digital audio and DOOH, primarily through our unified Perion One platform, an AI-native execution infrastructure to advertisers, agencies, and publishers.
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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.
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Research and development costs are generally expensed as incurred and recorded in the consolidated statements of income (loss), except to the extent that such costs are associated with internal-use software that qualifies for capitalization.
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General and Administrative Expenses (“G&A”) Our general and administrative expenses consist primarily of salaries and other personnel-related expenses, allocated facilities costs, professional fees and other general corporate expenses. Change in fair value of contingent consideration Our change in fair value of contingent consideration expenses consist of fair value adjustments of contingent considerations liabilities related to acquisitions.
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The federal statutory income tax rate in Canada has been 15% (as well as a provincial tax rate of 11.5% in Quebec) in 2024 and 2025.
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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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Revenue decreased by 12% from $498.3 million in 2024 to $439.9 million in 2025. Advertising Solutions revenue . Advertising Solutions revenue increased by 4%, from $335.6 million in 2024 to $348.9 million in 2025, accounting for 79% of revenue in 2025.
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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.
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This increase was primarily due to a 42% increase in our CTV channel and a 36% increase in Digital Out of Home revenue. The increase in Advertising Solutions revenue was partially offset by a 13% decline in Web revenue, mainly due to several discontinued web activities at the end of 2024. Search Advertising revenue .
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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.
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R&D decreased by 5%, from $36.7 million, or 8% of revenue in 2024 to $34.7 million, or 8% of revenue in 2025. The decrease was primarily due to lower payroll and consulting costs driven by Perion One unification and higher software capitalization in 2025. Selling and marketing expenses .
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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.
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Net cash used in financing activities In 2025, we used in our financing activities $71.1 million, primarily a result of $71.2 million paid for the repurchase of shares.
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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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To successfully navigate these currents, our strategy bridges broader industry realities with specific operational pivots designed to capture market share and drive sustainable growth. Macroeconomic Sensitivity. Overall digital advertising spend remains highly sensitive to broader macroeconomic health, inflation, consumer confidence, and interest rates. In periods of economic uncertainty, advertisers frequently reassess media budgets and exercise heightened scrutiny over their investments.
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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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Macroeconomic pressure actively drives the reallocation of budgets toward performance-driven, measurable formats that ensure high engagement and tangible Return on Ad Spend (ROAS). The Transition to AI-Native Execution. The advertising technology industry is rapidly moving past basic workflow automation into an era of AI-driven campaign execution.
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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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Generative AI and predictive algorithms have shifted from theoretical features to core operational drivers that increase real-time bidding efficiency, automate dynamic creative generation, and optimize advertiser ROI. For Perion, AI is no longer just a feature, it is a structural advantage embedded directly into our infrastructure.
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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.
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Advertisers are increasingly adopting our proprietary AI agent, Outmax, to optimize yield, drive measurable outcomes, and manage cross-channel complexity under live delivery constraints. By automating the most labor-intensive aspects of campaign management, this transition to agentic AI is expected to bring significant operating leverage, drive higher productivity and serve as a fundamental catalyst for our future margin expansion.
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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.

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Item 6. [Reserved]

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

76 edited+12 added−18 removed67 unchanged
Biggest changeOur 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.
Biggest changeAs required under the Companies Law, a compensation policy should be approved by the shareholders every three years. Our shareholders adopted a Compensation Policy for Directors and Officers at the general meeting of the shareholders held on December 18, 2025, which is identical to the prior Compensation Policy. Our Compensation Committee also oversees the administration of our equity incentive plans.
We no longer grant any awards under the 2013 Plan as it was superseded by our 2024 Share Incentive Plan, although previously granted awards remain outstanding.
We no longer grant any awards under the 2013 Plan as it was superseded by our 2024 Share Incentive Plan, although previously granted awards under the 2013 Plan remain outstanding.
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 refer to the individuals for whom disclosure is provided herein as our “Covered Executives.” 64 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.
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.
Schwartz served as the CEO and director of Exanet (acquired by Dell) and as the 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. 63 Michael Vorhaus has served as a director of the Company since April 2015. Mr.
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.
Tzubery served as our SVP Finance from July 2023 until August 2024 and as our VP Finance from December 2020 until July 2023. Prior 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.
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.
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. 71
(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.
(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. 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.
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.
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.
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.
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 similar tax benefits.
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.
Schwartz joined The Portland Trust as Managing Director of the Tel Aviv office in April 2018. Mr. Schwartz also serves as the chairman 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.
Our internal auditor is Ms. Tali Yaron, CPA, of Brightman Almagor Zohar & Co., a member of Deloitte Touche Tohmatsu. 66 D.
Our internal auditor is Ms. Tali Yaron, CPA, of Brightman Almagor Zohar & Co., a member of Deloitte Touche Tohmatsu. D.
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.
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 accounts management roles, including Wunderman Thompson LLC and other private advertising companies. Mr.
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.
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, 2026, 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.
The 2024 Plan provides for granting awards under various tax regimes, including, without limitation, in compliance with Section 102 of the Israeli Income Tax Ordinance (New Version), 5721-1961, or the Ordinance, and Section 3(i) of the Ordinance and for awards granted to our United States employees or service providers, including those who are deemed to be residents of the United States for tax purposes, Section 422 of the Internal Revenue Code of 1986, as amended, or the Code, and Section 409A of the Code.
The 2024 Plan provides for granting awards under various tax regimes, including, without limitation, in compliance with Section 102 of the Israeli Income Tax Ordinance (New Version), 5721-1961, or the Ordinance, and Section 3(i) of the Ordinance and for awards granted to our United States employees or service providers, including those who are deemed to be residents of the United States for tax purposes, Section 422 of the Internal Revenue Code of 1986, as amended, or the Code, and Section 409A of the Code and for awards granted to our employees in France, in compliance with the French Commercial Code, as amended.
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.
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, 2025, including the compensation paid to such Covered Executive following the end of the year in respect of services provided during the year.
The maximum number of ordinary shares available for issuance under the 2024 Plan is equal to the sum of (i) 250,000 shares, (ii) any shares subject to awards under the 2013 Plan which will expire or become un-exercisable without having been exercised, and (iii) such additional number of shares as determined by our board of directors in the future, if so determined, subject to the availability of unissued registered share capital; provided, however, that no more than 200,000 shares may be issued upon the exercise of incentive stock options.
The maximum number of ordinary shares available for issuance under the 2024 Plan is equal to the sum of (i) 250,000 shares, (ii) any shares subject to awards under the 2013 Plan which will expire or become un-exercisable without having been exercised, and (iii) such additional number of shares as determined by our board of directors from time to time, if so determined, subject to the availability of unissued registered share capital; provided, however, that no more than 200,000 shares may be issued upon the exercise of incentive stock options.
(3) Annual bonuses granted to the Covered Executives based on formulas set forth in the annual compensation plan and/or special bonus approved by compensation committee of the board and the board of directors pursuant to the terms of our Compensation Policy for Directors and Officers.
(3) Annual bonus granted to the Covered Executives based on formulas set forth in the annual compensation plan and/or special bonus and/or signing bonus approved by compensation committee of the board and the board of directors pursuant to the terms of our Compensation Policy for Directors and Officers.
The RSUs under the 2024 CEO Grant 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 RSUs under the 2023 CEO Grant vested over three years with a 12-month cliff. The RSUs under the 2024 CEO Grant vest over three years with a 12-month cliff; one-third vested on the first anniversary of the grant date, and the balance vests quarterly over the next eight quarters.
The payments to the National Insurance Institute can equal up to approximately 19.6% of wages subject to a cap if an employee’s monthly wages exceed a specified amount, of which the employee contributes up to approximately 12% and the employer contributes approximately 7.6%. Our U.S. subsidiaries sponsor a retirement plan for eligible employees.
The payments to the National Insurance Institute can equal up to approximately 19.77% of wages subject to a cap if an employee’s monthly wages exceed a specified amount, of which the employee contributes up to approximately 12.17% and the employer contributes approximately 7.6%. 69 Our U.S. subsidiaries sponsor a retirement plan for eligible employees.
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 table below reflects the compensation granted to our five most highly compensated office holders during or with respect to the year ended December 31, 2025.
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.
Marcus has a wealth of experience in the media industry, including as EVP and GM Digital Video at Condé Nast Entertainment, CEO of Bloglovin’, SVP Global Marketing Solutions at Time Warner (now WarnerDiscovery), VP International at MTV Networks, a division of Viacom (now Paramount), GM North America of Dailymotion (acquired by Orange/France Telecom) and VP Business Development at B&N.com. Ms.
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.
As of December 31, 2025, we also engaged the services of 104 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.
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.
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. Mr.
(4) Represents the equity-based compensation expenses recorded in our consolidated financial statements for the year ended December 31, 2024.
(4) Represents the equity-based compensation expenses recorded in our consolidated financial statements for the year ended December 31, 2025.
(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.
Marcus holds an A.B. degree (Magna Cum Laude, Phi Beta Kappa), from Princeton University, holds 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.
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.
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 based on individual qualitative performance assessment.
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.
As of March 5, 2026, 301,660 units out of the 2023 CEO Grant, 2024 CEO Grant and 2025 CEO Grant have vested. 65 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.
Under these regulations, the exemptions from such Companies Law requirements will continue to be available to us so long as: (i) we do not have a “controlling shareholder” (as such term is defined under the Companies Law), (ii) our shares are traded on a U.S. stock exchange, including the Nasdaq Global Select Market, and (iii) we comply with the director independence requirements, the audit committee and the compensation committee composition requirements, under U.S. laws (including applicable Nasdaq Rules) applicable to U.S. domestic issuers.
Under these regulations, the exemptions from such Companies Law requirements will continue to be available to us so long as: (i) we do not have a “controlling shareholder” (as such term is defined under the Companies Law), (ii) our shares are traded on a U.S. stock exchange, including the Nasdaq Global Select Market, and (iii) we comply with the director independence requirements, the audit committee and the compensation committee composition requirements, under U.S. laws (including applicable Nasdaq Rules) applicable to U.S. domestic issuers. 67 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.
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).
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 39,330,319 ordinary shares outstanding as of March 5, 2026 (such amount excludes 115,339 ordinary shares held by the Company).
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.
COMPENSATION The aggregate direct compensation we paid to our directors and officers as a group (10 persons) for the year ended December 31, 2025, was approximately $12.6 million, which included approximately $0.3 million that was set aside or accrued to provide for pension, retirement, severance, or similar benefits.
(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.
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. Drayman served as the VP Finance America of Lumenis Inc.
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.
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.
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.
Name Number of Ordinary Shares Beneficially Owned Percentage of Ordinary Shares Outstanding All directors and officers as a group (9 persons) (1) 834,549 2.11 % (1) Includes 231,676 RSUs and options to purchase ordinary shares that are vested or will vest within 60 days of March 5, 2026. 70 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.
Israeli Companies Law Board of Directors According to the Companies Law and our articles of association, our board of directors is responsible, among other things, for: • establishing our policies and overseeing the performance and activities of our chief executive officer; • convening shareholders’ meetings; • approving our financial statements; • determining our plans of action, principles for funding them and the priorities among them, our organizational structure and examining our financial status; and • issuing securities and distributing dividends.
“Corporate Governance” for exemptions that we have taken from certain Nasdaq Listing Rule requirements. 66 Israeli Companies Law Board of Directors According to the Companies Law and our articles of association, our board of directors is responsible, among other things, for: • establishing our policies and overseeing the performance and activities of our chief executive officer; • convening shareholders’ meetings; • approving our financial statements; • determining our plans of action, principles for funding them and the priorities among them, our organizational structure and examining our financial status; and • issuing securities and distributing dividends.
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.
As of March 5, 2026, 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.
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.
Marcus is a member of the board of directors of BBC Maestro, Muso and Granite, which operate in the digital media industry and MOUSE (a nonprofit). Ms. Marcus is the Co-Founder and General Partner of The 98, a venture fund that invests in women-led technology businesses. Ms.
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.
DIRECTORS AND SENIOR MANAGEMENT The following table sets forth information regarding our executive officers and directors as of March 5, 2026: Name Age Position Eyal Kaplan* (1)(2) 66 Chairman of the Board of Directors Tal Jacobson 51 Chief Executive Officer; Director Elad Tzubery 42 Chief Financial Officer Stephen Yap 50 Chief Revenue Officer Michal Drayman* (1)(4) 53 Director Amir Guy* (1)(3) 56 Director Joy Marcus* (2)(3)(4) 64 Director Rami Schwartz* (4) 68 Director Michael Vorhaus* (2)(3) 68 Director * “Independent director” under the Nasdaq Listing Rules.
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.
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. Amir Guy has served as a director of the Company since June 2022. Mr.
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.
The RSUs under the 2025 CEO Grant vest over three years commencing as of January 1, 2026 (the "Vesting Start Date"), with a 12-month cliff; one-third vests on the first anniversary of the Vesting Start Date, and the balance vests quarterly over the next eight quarters.
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.
Investment Committee Our investment committee (the “Investment Committee”) is comprised of Mr. Eyal Kaplan (chairperson), Ms. 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.
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.
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 from 2021 through March 2026. Mr.
Our board of directors, or a duly authorized committee of our board of directors, administers the 2013 Plan. 2024 Share Incentive Plan On November 19, 2024, our board of directors approved the adoption of the 2024 Share Incentive Plan, or the 2024 Plan.
Our board of directors, or a duly authorized committee of our board of directors, administers the 2013 Plan. 2024 Share Incentive Plan On November 19, 2024, our board of directors approved the adoption of the 2024 Share Incentive Plan. and on May 15, 2025, our board of directors approved the adoption of the French Sub-Plan to the 2024 Share Incentive Plan, or collectively, the 2024 Plan.
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.
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, 2023 2024 2025 Cost of sales 129 152 144 Research and development 158 135 128 Selling and marketing 170 136 131 General and administration 104 105 108 Total 561 528 511 As of December 31, 2025, we had 511 employees globally, from whom 160 were located in Israel, 158 were located in the United States, 106 were located in Canada, 62 were located in Europe and 25 of our employees were located across APAC.
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.
Kaplan was a member of the Technion (Israel Institute of Technology) Council (executive board) from January 2014 through 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. Mr. Kaplan is also engaged in advisory and consulting, focusing on growth-through-innovation and corporate strategies.
Drayman serves as a director and member of the audit and compensation committee of Meshek Energy-Renewable energy Ltd (Tel Aviv: MSKE) since October 2024 and serves on the boards of several privately held companies including Able TX Ltd. and MetzerPlast. Ms. Drayman served as a director and member of the audit and compensation committee of Ree Automotive Ltd.
(TASE: MSKE) since October 2024 and serves on the boards of several privately held companies including Able TX Ltd. and MetzerPlast. Ms. Drayman served as a director and member of the audit and compensation committee of Ree Automotive Ltd. (Nasdaq:Ree) from April 2023 to March 2025.
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.
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.
As of December 31, 2024, no restricted share units were outstanding and 400,921 ordinary shares were available for future issuance under the 2024 Plan.
As of December 31, 2025, 2,388,236 restricted share units were outstanding and 129,545 ordinary shares were available for future issuance under the 2024 Plan.
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.
Yap holds a BA in Psychology from Boston College, Massachusetts. 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 Meshek Energy-Renewable energy Ltd.
We have adopted an audit committee charter as required by the Nasdaq Listing Rules. Our audit committee assists the board of directors in fulfilling its responsibility for oversight of the quality and integrity of our accounting, auditing and financial reporting practices and financial statements.
Our audit committee assists the board of directors in fulfilling its responsibility for oversight of the quality and integrity of our accounting, auditing and financial reporting practices and financial statements.
As of December 31, 2024, a total of 250,710 options to purchase ordinary shares were outstanding under the 2013 Plan, with a weighted average exercise price of $6.07 per share, and 3,990,413 restricted share units were outstanding under the 2013 Plan.
As of December 31, 2025, a total of 136,429 options to purchase ordinary shares were outstanding under the 2013 Plan, with a weighted average exercise price of $6.78 per share, and 1,619,451 restricted share units were outstanding under the 2013 Plan.
These awards were granted under our 2013 Equity Incentive Plan, as amended, formerly known as the 2003 Israeli Share Option Plan. 61 In 2024, we paid each of our non-executive directors an annual fee of $62,500.
These awards were granted under our 2024 Share Incentive Plan, as amended. We pay each of our non-executive directors an annual fee of $62,500.
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.
Compensation Terms of our Chief Executive Officer Tal Jacobson was appointed as our Chief Executive Officer effective August 1, 2023. The following is a summary of Mr. Jacobson’s compensation terms, which are consistent with the Company’s Compensation Policy. Mr. Jacobson’s annual base salary is NIS 1,800,000 (equivalent to approximately 564,263 USD). Mr.
(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.
Eyal Kaplan, all Covered Executives are employed on a full-time (100%) basis. (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.
Tal Jacobson has been a leader and executive in the ad-tech industry for more than two decades. Prior to his appointment as Perion’s CEO in 2023, Tal served as General Manager of CodeFuel, Perion’s Search Advertising unit, since 2018. During his tenure, he turned CodeFuel into a significant driver of Perion’s market share and valuation.
Tal Jacobson has served as our chief executive officer since August 2023 and as a director of the Company since November 2023. Mr. Jacobson has been a leader and executive in the ad-tech industry for more than two decades. Prior to his appointment as Perion’s CEO, Mr. Jacobson served as General Manager of CodeFuel, Perion’s Search Advertising business unit.
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 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.
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.
In addition, as approved at the annual general meeting of our shareholders held on September 30, 2024, the 2024 AGM, we granted our non-executive directors (other than our chairperson of the Board) 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.
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.
Jacobson held several executive positions, by serving as VP of Business at McCann Erickson, as the chief executive officer of Watchitoo, a video collaboration platform, and Director of Business Development at AOL (ICQ). 62 Elad Tzubery has served as our Chief Financial Officer since August 2024. Prior to that, Mr.
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”).
The discretionary component was set by the Compensation Committee and the Board at up to 20% of the amount of the bonus. 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.
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.
Audit Committee Our audit committee (the “Audit Committee”) is comprised of Ms. Michal Drayman (chairperson), Ms. Joy Marcus and Mr. Rami Schwartz, and operates pursuant to a written charter. 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.
Mr. Vorhaus has invested a wide variety of early stage companies primarily in the media and related industries. Mr. Vorhaus formerly served as a director of Altimar Acquisitions Corporation I, II and III. 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.
Vorhaus formerly served as a director of Altimar Acquisitions Corporation I (NYSE), II (Nasdaq) and III (NYSE). 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. There are no family relationships between any of our directors or executive officers. B.
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 role of the internal auditor is to examine whether a company’s actions comply with the law and proper business procedure.
The foregoing mechanism shall also apply, mutatis mutandis, in case we appoint a new chairperson to one of our Board committees. Newly appointed or elected directors will receive a pro-rated portion of the equity award as of the date of such individual’s appointment or election, and follow-up grants on January 1 of each subsequent year.
Newly appointed or elected directors will receive a pro-rated portion of the equity award as of the date of such individual’s appointment or election, and follow-up grants on January 1 of each subsequent year. The RSUs vest on a quarterly basis, in equal tranches, during the year following the grant.
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.
Vorhaus also serves as a director of Ionik (formerly known as Popreach) (TSXV:INIK). Mr. Vorhaus also serves as a Director of Turtle Rock Studies, a division of Tecent Holdings, Ltd (Nasdaq: TCEHY). Mr. Vorhaus founded Vorhaus Advisors in December 2018 and serves as its CEO since its inception. From 1994 to November 2018, Mr.
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.
In the year ended December 31, 2025, we granted our directors and officers in the aggregate (i) 413,328 restricted share units (“RSUs”), which vest over a one-year period or three-year period; and (ii) 417,163 performance-based share units (“PSUs”), linked to certain financial and operational performance and share price related metrics.
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.
Prior to that, he was Managing General Partner with Walden Israel, a venture capital firm, during which time he was Director and chairperson of numerous portfolio companies. 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.
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.
Marcus is a Lecturer at the Keller Center of Entrepreneurship at Princeton University and previously served as the James Wei Visiting Professor in Entrepreneurship. She has also taught at Columbia University’s Masters in Technology Management program. Ms.
Vorhaus 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.
Vorhaus held a variety of positions at of Frank N. Magid Associates, Inc. a research based strategic consulting firm. Mr. Vorhaus 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.
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.
The maximum vesting of all granted PSUs is capped at 100%. All granted PSUs will not vest prior to the first anniversary of the grant date.
He also cemented a strategic relationship with Microsoft for which the company won the Microsoft Advertising Global supply partner award. Tal’s success is rooted in his extensive experience in all facets of the tech industry. As Chief Revenue Officer of SimilarWeb, he was paramount to the Israeli unicorn growth spurt in its early days.
During his tenure, he turned CodeFuel into a significant driver of Perion’s market share and valuation. He also cemented a strategic relationship with Microsoft for which the company won the Microsoft Advertising Global Supply Partner Award. Mr. Jacobson’s success is rooted in his extensive experience in all facets of the tech industry.
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.
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. 68 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 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.
We pay our chairman of the board of directors, Mr. Kaplan, and annual fee of $125,000, paid in four quarterly payments. Mr. Kaplan is also entitled to reimbursement of out-of-pocket expenses incurred in connection with his services as chairman and indemnification and liability insurance as provided to other members of the board of directors. 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’s services agreement also includes customary non-disclosure, non-compete, and ownership assignment of intellectual property undertakings. In addition, as approved at the 2024 AGM, Mr. Kaplan is entitled to an annual equity-based compensation of $270,000 per vesting annum. The RSUs shall vest on a quarterly basis, in equal tranches, during the year following the grant.
The shareholders also approved a mechanism aimed to align the date of the grant to all directors as of January 1 of each year regardless of the date on which they joined the Board. Incumbent directors will be awarded the grant less the value of vesting of the previous grant in the applicable year.
All unvested RSUs held by a chairperson in office will automatically vest upon a Change of Control event (as defined below). The Company maintains a mechanism aimed at aligning the date of the grant to all directors as of January 1 of each year regardless of the date on which they joined the Board.
All benefits are employer paid except the long-term disability benefit. 67 E.
All benefits are employer paid except the long-term disability benefit. Our subsidiaries in Europe, provide employees with benefits in accordance with applicable local laws and customary market practice.
For a discussion of the assumptions used in reaching this valuation, see Note 2 to our Financial Statements. (5) Mr. Sigron’s Salary Cost includes an amount of $94,025 remunerated by National Security Institution (the “NII”) for the time he served on reserve duty during 2024. (6) Mr.
For a discussion of the assumptions used in reaching this valuation, see Note 2 to our Financial Statements. (5) Mr. Sigron served as our Chief Operation Officer until May 25, 2025. (6) Mr. Yap was appointed as our Global Chief Revenue Officer effective as of February 1, 2025.
The PSUs under the 2024 CEO Grant are subject to achievement of certain business and performance related measurable criteria as determined by our Compensation Committee and Board. These performance criteria are split equally: 50% are based on revenue and EBITDA targets for 2024, 2025 and 2026,and 50% are based on appreciation in the Company’s share price.
The PSUs granted in 2023, 2024 and 2025 are subject to performance conditions established by the Compensation Committee and the Board, which include financial and operational performance metrics and, in certain cases, share price-based measures. PSU vesting is generally contingent on achievement of applicable threshold levels and/or other vesting conditions, as determined under the relevant award terms.
Removed
Kaplan is also engaged in advisory and consulting, focusing on growth-through-innovation and corporate strategies. Prior to that, he was Managing General Partner with Walden Israel, a venture capital firm, during which time he was Director and chairperson of numerous portfolio companies.
Added
Eyal Kaplan has served as the chairperson of the board of directors of the Company since May 2018.
Removed
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.
Added
As Chief Revenue Officer and then Chief Business Development Officer of SimilarWeb, from 2012 through 2017, he was paramount to the Israeli unicorn growth spurt in its early days. Prior to that, Mr.

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Item 7. Management's Discussion & Analysis

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

10 edited+5 added−5 removed8 unchanged
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.
Biggest changeBox 3063, Petach Tikva 49512, Israel. 72 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 PCM, above 5% during 2024, and a further increase in the percentage of ownership by PCM and its client accounts, above 10% during 2025; (ii) the increase in the percentage of ownership by Harel Insurance Investments & Financial Services Ltd. held for members of the public through various direct or indirect, majority or wholly-owned subsidiaries, above 5% during 2023, a further increase above 10% in 2024, and a decrease below 10% in 2025; (iii) the increase in the percentage of ownership by Migdal Insurance & Financial Holdings Ltd. and certain of its direct or indirect, majority or wholly-owned subsidiaries, above 5% during 2025; and (iv) the decrease in the percentage of ownership by Phoenix Holdings Ltd. and its various direct or indirect, majority or wholly-owned subsidiaries, below 5% during 2023, which later increased above 5% during 2023 and 2024, and a further decrease below 5% during 2025; (v) 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 2023, and a subsequent decrease below 5% during 2024; and (vi) the increase in the percentage of ownership by Value Base Ltd. and its third-party client accounts and various direct or indirect, majority or wholly-owned subsidiaries, above 5% during 2025, followed by a subsequent decrease below 5% in that same year.
Except as indicated in the footnotes to this table, to our knowledge, the shareholder in the table has voting and investment power for the shares shown as beneficially owned by such shareholder, except to the extent the power is shared by spouses under community property law. Our major shareholder does not have different voting rights than our other shareholders.
Except as indicated in the footnotes to this table, to our knowledge, each shareholder in the table has voting and investment power for the shares shown as beneficially owned by such shareholder, except to the extent the power is shared by spouses under community property law. Our major shareholders do not have different voting rights than our other shareholders.
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).
For the purpose of calculating the percentage of shares beneficially owned by any shareholder, this table lists the applicable percentage ownership based on 39,330,319 ordinary shares issued and outstanding as of March 5, 2026 (such amount excludes 115,339 ordinary shares held by the Company).
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.
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, 2026, and information provided to us by certain shareholders.
(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”).
(3) 2,328,988 5.92 % (1) Based solely upon, and qualified in its entirety with reference to Amendment No. 1 to Schedule 13G filed with the SEC on February 6, 2026, regarding holdings as of November 30, 2025, by Private Capital Management, LLC (“PCM”).
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.
The reported ordinary shares are held for members of the public through, among others, mutual funds, provident funds, pension funds and insurance policies managed by Migdal and its subsidiaries, each of which operates under independent management and makes independent voting and investment decisions. The address of Migdal is 4 Efal Street; P.O.
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.
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.
These U.S. holders were, as of such date, the holders of record of approximately 0.05% of our outstanding shares.
To our knowledge, as of March 5, 2026, we had five (5) shareholders of record (excluding the Depository Trust Company), all of whom 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.
The Subsidiaries manage their own funds and/or the funds of others, including for holders of exchange-traded notes or various insurance policies, members of pension or provident funds, unit holders of mutual funds, and portfolio management clients. Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions.
Prior to that Harel filed an Amendment No. 4 to Schedule 13G with the SEC on August 5, 2025, which set forth that its holdings in the Company were 3,961,645 ordinary shares The reported 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 operates under independent management and makes independent voting and investment decisions.
(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. (3) Based solely upon, and qualified in its entirety with reference to Schedule 13G filed with the SEC on November 13, 2025, regarding holdings as of September 30, 2025, by Migdal Insurance & Financial Holdings Ltd. (“Migdal”).
Removed
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A.
Added
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 5, 2026, by each person or entity known by us to beneficially own 5% or more of our outstanding ordinary shares.
Removed
(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”).
Added
Name of Beneficial Owner Shares Beneficially Owned Number Percentage Private Capital Management, LLC (1) 4,215,406 10.72 % Harel Insurance Investments & Financial Services Ltd. (2) 3,637,418 9.25 % Migdal Insurance & Financial Holdings Ltd.
Removed
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.
Added
Of the 4,215,406 ordinary shares beneficially owned by PCM: (i) 1,717,856 ordinary shares are beneficially held for PCM’s own account; and (ii) 2,497,550 ordinary shares, are deemed to be under shared dispositive power by virtue of PCM clients that have delegated proxy voting authority to PCM. The address of PCM is 8889 Pelican Bay Boulevard, Suite 500, Naples, FL 34018.
Removed
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.
Added
(2) The information is based upon the shareholder notification provided to the Company by Harel Insurance Investments & Financial Services Ltd. (“Harel”) on January 4, 2026, regarding holdings as of December 31, 2025.
Removed
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.
Added
According to such Schedule 13G, Migdal and certain of its direct or indirect, majority or wholly-owned subsidiaries reported beneficial ownership of 2,328,988 ordinary shares.

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