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RADCOM LTD

RADCOM LTDRDCMEarnings & Financial Report

Nasdaq

RADCOM Ltd. is a provider of quality monitoring and service assurance software for telecommunications carriers, founded in 1991. RADCOM's U.S. headquarters is in Paramus, New Jersey and its international headquarters is in Tel Aviv, Israel. RADCOM is a member of the RAD Group of companies. The company is traded on the Nasdaq exchange.

What changed in RADCOM LTD's 20-F — 2024 vs 2025

Top changes in RADCOM LTD's 2025 20-F

350 paragraphs added · 326 removed · 263 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

64 edited+31 added−5 removed159 unchanged
Our investments in emerging market countries may also be subject to risks and uncertainties, including unfavorable taxation treatment, exchange rates, challenges in protecting our intellectual property rights, nationalization, inflation, currency fluctuations, or the absence of, or unexpected changes in, regulation as well as other unforeseeable operational risks.
Our investments in emerging market countries may also be subject to risks and uncertainties, including unfavorable taxation treatment, exchange rates, challenges in protecting our intellectual property rights, nationalization, inflation, currency fluctuations, or the absence of unexpected changes in, regulation as well as other unforeseeable operational risks.
We are committed to pay royalties with respect to aforesaid grants until 100% of the U.S. dollar-linked grant plus annual London Interbank Offered Rate, or LIBOR, interest is repaid, or, as outlined below, according to Secured Overnight Financing Rate, or the SOFR.
We are committed to pay royalties with respect to aforesaid grants until 100% of the U.S. dollar-linked grant plus annual London Interbank Offered Rate, or LIBOR, interest is repaid, or, as outlined below, according to the Secured Overnight Financing Rate, or SOFR.
If AI and Related Tools are incorrectly designed or the data used to train them is incomplete, inadequate or biased in some way, use of AI and Related Tools may inadvertently reduce efficiency or cause unintentional or unexpected outputs that are incorrect, do not match our or our customers’ business goals, do not comply with our or our customers’ policies or interfere with the performance of our or our customers’ products, services, business and reputation. 8 Additionally, there can be no assurance that any GenAI or other AI and Related Tool solutions we develop will be adopted by the market, or be profitable or viable.
If AI and Related Tools are incorrectly designed or the data used to train them is incomplete, inadequate or biased in some way, use of AI and Related Tools may inadvertently reduce efficiency or cause unintentional or unexpected outputs that are incorrect, do not match our or our customers’ business goals, do not comply with our or our customers’ policies or interfere with the performance of our or our customers’ products, services, business and reputation. 8 Additionally, there can be no assurance that any GenAI, Agentic AI or other AI and Related Tool solutions we develop will be adopted by the market, or be profitable or viable.
Our use of AI, GenAI, ML, data analytics and similar tools and technologies, or, collectively, AI and Related Tools, as well as applications, features, and functionality that we may introduce in the future, may result in difficulties, including with product development and integration and accuracy of the results and may otherwise not prove efficient or profitable, may not be widely or timely accepted by our customers or the market, may enhance intellectual property, cybersecurity, operational and technological risks, or may otherwise adversely impact our business or operations, or subject us to possible litigation .
Our use of AI, GenAI, Agentic AI, ML, data analytics and similar tools and technologies, or, collectively, AI and Related Tools, as well as applications, features, and functionality that we may introduce in the future, may result in difficulties, including with product development and integration and accuracy of the results and may otherwise not prove efficient or profitable, may not be widely or timely accepted by our customers or the market, may enhance intellectual property, cybersecurity, operational and technological risks, or may otherwise adversely impact our business or operations, or subject us to possible litigation .
Our business operations are subject to interruption by natural disasters, flooding, fire, power shortages, pandemics such as the recent spread of the coronavirus, terrorism, political unrest, telecommunications failure, vandalism, cyber-attacks, geopolitical instability, war, such as the recent war between Israel and the terrorist organization Hamas and the hostilities between Israel and the terrorist organizations Hezbollah and the Houthis and Iran, the effects of climate change (such as drought, wildfires, increased storm severity and sea level rise) and other events beyond our control.
Our business operations are subject to interruption by natural disasters, flooding, fire, power shortages, pandemics such as the recent spread of the coronavirus, terrorism, political unrest, telecommunications failure, vandalism, cyber-attacks, geopolitical instability, war, such as the recent war between Israel and the terrorist organization Hamas and the current war between Israel and Iran and the hostilities between Israel and the terrorist organizations Hezbollah and the Houthis, the effects of climate change (such as drought, wildfires, increased storm severity and sea level rise) and other events beyond our control.
Such regulations could also impose additional data security requirements which will impact the cost of developing new solutions and limit the return we can expect to achieve on past and future investments in our solutions. Our international sales and operations are subject to complex laws relating to foreign corrupt practices and bribery, among many other subjects.
Such regulations could also impose additional data security requirements which will impact the cost of developing new solutions and limit the return we can expect to achieve on past and future investments in our solutions. 16 Our international sales and operations are subject to complex laws relating to foreign corrupt practices and bribery, among many other subjects.
Most of our customers usually require a detailed and comprehensive evaluation process before they order our solutions. Our sales process may be subject to delays that could significantly decrease our revenues and result in the eventual cancellations of some sale opportunities. As common practice in our industry, our solutions generally undergo a lengthy evaluation process before we can sell them.
Most of our customers usually require a detailed and comprehensive evaluation process before they order our solutions. Our sales process may be subject to delays that could significantly decrease our revenues and result in the eventual cancellations of some sales opportunities. As common practice in our industry, our solutions generally undergo a lengthy evaluation process before we can sell them.
Any hostilities, armed conflicts, terrorist activities involving Israel or the interruption or curtailment of trade between Israel and its trading partners, or any political instability in the region could adversely affect business conditions and our results of operations and could make it more difficult for us to raise capital and could adversely affect the market price of our ordinary shares.
Any hostilities, armed conflicts, terrorist activities and war involving Israel or the interruption or curtailment of trade between Israel and its trading partners, or any political instability in the region could adversely affect business conditions and our results of operations and could make it more difficult for us to raise capital and could adversely affect the market price of our ordinary shares.
Furthermore, Israeli tax considerations may make potential transactions undesirable to us or to some of our shareholders. It may be difficult to effect service of process, assert U.S. securities laws claims and enforce U.S. judgments in Israel against us or our directors, officers and auditors named in this Annual Report. We were incorporated in Israel.
Furthermore, Israeli tax considerations may make potential transactions undesirable to us or to some of our shareholders. 14 It may be difficult to effect service of process, assert U.S. securities laws claims and enforce U.S. judgments in Israel against us or our directors, officers and auditors named in this Annual Report. We were incorporated in Israel.
Grants approved after January 1, 2024 will bear the higher of (i) the 12 months SOFR interest rate, plus 1%, or (ii) a fixed annual interest rate of 4%. We may be subject to claims of infringement of third-party intellectual property which may have an adverse effect on our business.
Grants approved after January 1, 2024 bear the higher of (i) the 12 months SOFR interest rate, plus 1%, or (ii) a fixed annual interest rate of 4%. We may be subject to claims of infringement of third-party intellectual property which may have an adverse effect on our business.
However, the intensity and duration of Israel’s current war against Hamas is difficult to predict at this stage, as are such war’s economic implications on our business and operations and on Israel’s economy in general. If the hostilities continue or expand to other fronts our operations may be adversely affected.
However, the intensity and duration of Israel’s current war against Hamas and Iran is difficult to predict at this stage, as are such war’s economic implications on our business and operations and on Israel’s economy in general. If the hostilities continue or expand to other fronts our operations may be adversely affected.
See Item “16.K Cybersecurity” for additional information. We could be subject to claims under our warranties and extended maintenance and support agreements which may affect our financial condition. Our solutions are complex and may sometimes contain undetected errors which can delay introductions or necessitate redesign.
See Item “16.K—Cybersecurity” for additional information. 7 We could be subject to claims under our warranties and extended maintenance and support agreements which may affect our financial condition. Our solutions are complex and may sometimes contain undetected errors which can delay introductions or necessitate redesign.
We currently have nine registered patents and one pending patent application. However, these measures may not be adequate to protect our technology from third-party infringement. Additionally, effective intellectual property protection may not be available in every country in which we offer, or intend to offer, our solutions.
We currently have nine registered patents, one pending patent application and one pending provisional patent application. However, these measures may not be adequate to protect our technology from third-party infringement. Additionally, effective intellectual property protection may not be available in every country in which we offer, or intend to offer, our solutions.
For more information, see “Item 4.B—Information on the Company—Business Overview—Israel Innovation Authority.” Provisions of Israeli law may delay, prevent or make difficult a merger or acquisition of us, which could prevent a change of control and depress the market price of our shares.
For more information, see “Item 4.B—Information on the Company—Business Overview—Israel Innovation Authority.” Provisions of Israeli law may delay, prevent or make difficult a merger or acquisition of us, which could prevent a change of control and depress the market price of our ordinary shares.
Additionally, if our current business continuity plan, back-up storage arrangements and our disaster recovery plan are not operated as planned, we may not be able to effectively recover our information system in the event of a crisis, which may materially adversely affect our business and results of operations.
Additionally, if our current business continuity plan, back-up storage arrangements and our disaster recovery plan are not operated as planned, we may not be able to effectively recover our information system in the event of a crisis, which may materially affect our business and results of operations.
If we are unsuccessful in developing, integrating and offering GenAI and other AI and Related Tool solutions, our business, results of operations and financial condition could be adversely affected. In addition, the use of AI and Related Tools may enhance intellectual property, cybersecurity, operational and technological risks.
If we are unsuccessful in developing, integrating and offering GenAI, Agentic AI and other AI and Related Tool solutions, our business, results of operations and financial condition could be adversely affected. In addition, the use of AI and Related Tools may enhance intellectual property, cybersecurity, operational and technological risks.
In addition, these events could also result in damage to our reputation which will further negatively impact our business. 7 More and more CSPs require us to perform a product hardening in order to prevent security vulnerabilities via our products that may result in security breaches in our customers’ data.
In addition, these events could also result in damage to our reputation which will further negatively impact our business. More and more CSPs require us to perform a product hardening in order to prevent security vulnerabilities via our products that may result in security breaches in our customers’ data.
Our international operations are subject to a number of risks, including: ● legal, language and cultural differences in the conduct of business; ● challenges in staffing and managing foreign operations due to the limited number of qualified candidates and due to employment laws and business practices in foreign countries; ● our inability to comply with import/export, environmental and other trade compliance and other regulations of the countries in which we do business including additional labor laws, particularly in Brazil and India, together with unexpected changes in such regulations; ● insufficient measures to ensure that we design, implement, and maintain adequate controls over our financial processes and reporting in the future; ● our failure to adhere to laws, regulations, and contractual obligations relating to customer contracts in various countries; ● our inability to maintain a competitive list of distributors and resellers for indirect sales; ● economic and political instability in foreign market, including tariffs and other trade barriers (such as in response to the Russia and Ukraine conflict); ● wars, acts of terrorism and political unrest (including the current conflict between Russia and Ukraine); ● lack of integration of foreign operations; ● currency fluctuations; ● variations in effective income tax rates among countries where we conduct business; ● potential foreign and domestic tax consequences and withholding taxes that limit the repatriation of earnings; ● technology standards that differ from those on which our solutions are based, which could require expensive redesign and retention of personnel familiar with those standards; ● laws and business practices favoring local competitors; ● longer accounts receivable payment cycles and possible difficulties in collecting payments; and ● failure to meet certification requirements.
Our international operations are subject to a number of risks, including: ● legal, language and cultural differences in the conduct of business; ● challenges in staffing and managing foreign operations due to the limited number of qualified candidates and due to employment laws and business practices in foreign countries; ● our inability to comply with import/export, environmental and other trade compliance and other regulations of the countries in which we do business including additional labor laws, particularly in Brazil and India, together with unexpected changes in such regulations; 10 ● insufficient measures to ensure that we design, implement, and maintain adequate controls over our financial processes and reporting in the future; ● our failure to adhere to laws, regulations, and contractual obligations relating to customer contracts in various countries; ● our inability to maintain a competitive list of distributors and resellers for indirect sales; ● economic and political instability in foreign market, including tariffs; ● wars, acts of terrorism and political unrest (including the current conflict between Russia and Ukraine); ● lack of integration of foreign operations; ● currency fluctuations; ● variations in effective income tax rates among countries where we conduct business; ● potential foreign and domestic tax consequences and withholding taxes that limit the repatriation of earnings; ● technology standards that differ from those on which our solutions are based, which could require expensive redesign and retention of personnel familiar with those standards; ● laws and business practices favoring local competitors; ● longer accounts receivable payment cycles and possible difficulties in collecting payments; and ● failure to meet certification requirements.
As a result, we may have to defer recognition of revenues, our reserves for doubtful accounts and write-offs of accounts receivable may increase and we may incur losses. 15 Certain privacy and data security laws and regulations may affect the use of our solutions.
As a result, we may have to defer recognition of revenues, our reserves for doubtful accounts and write-offs of accounts receivable may increase and we may incur losses. Certain privacy and data security laws and regulations may affect the use of our solutions.
As we continue to diversify our product offerings, we may utilize AI and Related Tools in connection with our business and in our solutions. We have begun to include GenAI capabilities through our RADCOM ACE portfolio and as part of our RADCOM AIM (AI Framework).
As we continue to diversify our product offerings, we may utilize AI and Related Tools in connection with our business and in our solutions. We have begun to include GenAI and Agentic AI capabilities through our RADCOM ACE portfolio and as part of our RADCOM AIM (AI Framework).
In any such event, the dollar cost of our operations in Israel would increase and our dollar-denominated results of operations would be adversely affected. Risks Related to our Ordinary Shares Wide fluctuations in the market price of our ordinary shares could adversely affect us and our shareholders.
In any such event, the dollar cost of our operations in Israel would increase and our dollar-denominated results of operations would be adversely affected. 11 Risks Related to our Ordinary Shares Wide fluctuations in the market price of our ordinary shares could adversely affect us and our shareholders.
Any such requirement to disclose or grant rights in our source code or other confidential information related to our solutions could, therefore, materially adversely affect our competitive advantage and impact our business, financial condition and results of operations.
Any such requirement to disclose or grant rights to our source code or other confidential information related to our solutions could, therefore, materially adversely affect our competitive advantage and impact our business, financial condition and results of operations.
The complexity and scope of the solutions we provide to larger CSPs is increasing. Larger projects entail greater operational risk and an increased chance of failure. The complexity and scope of the solutions we provide to larger CSPs is increasing. The larger and more complex such projects are, the greater the operational risks associated with such projects.
The complexity and scope of the solutions we provide to large CSPs is increasing. Large projects entail greater operational risk and an increased chance of failure. The complexity and scope of the solutions we provide to large CSPs is increasing. The larger and more complex such projects are, the greater the operational risks associated with such projects.
Such changes, and their impact on the global macro-economic environment, may result in a slow in the level of investments made by CSPs, including, the transition of CSPs to 5G, which can impact our business, operating results, and financial condition. 5 Our sales derived from emerging market countries may be materially adversely affected by economic, exchange rates, regulatory and political developments in those countries.
Such changes, and their impact on the global macro-economic environment, may result in a slowdown in the level of investments made by CSPs, including, the transition of CSPs to 5G, which can impact our business, operating results, and financial condition. 5 Our sales derived from emerging market countries may be materially adversely affected by economic, exchange rates, regulatory and political developments in those countries.
If we cannot adequately manage our business, our results of operations may suffer. We cannot be sure that our systems, procedures and managerial controls will be adequate to support our operations.
If we cannot adequately manage our business, our results of operations may suffer. We cannot be sure that our systems, procedures and managerial controls will be adequate to support our operations. If we cannot adequately manage our business growth, our results of operations may suffer.
Our limited experience with respect to GenAI offerings could limit our ability to successfully bring new GenAI and other AI and Related Tool solutions and offerings to market or adapt to market changes.
Our limited experience with respect to GenAI and Agentic AI offerings could limit our ability to successfully bring new GenAI and other AI and Related Tool solutions and offerings to market or adapt to market changes.
Given the short time that has elapsed since GenAI became commercially viable, and the rapid pace of change in the GenAI space, we have limited experience with GenAI and may experience any number of difficulties including with respect to product development and integration with our existing offerings and IT systems, or accuracy of the results.
Given the short time that has elapsed since GenAI and Agentic AI became commercially viable, and the rapid pace of change in the GenAI and Agentic AI space, we have limited experience with GenAI and Agentic AI and may experience any number of difficulties including with respect to product development and integration with our existing offerings and IT systems, or accuracy of the results.
Our future success is dependent upon the continued growth of the telecommunications industry as well as the specific sectors that we target, which currently include, among others, 5G, Internet of Things, or IoT, 4G cellular, Voice over Long Term Evolution, or VoLTE, Private Networks and Roaming.
Our future success is dependent upon the continued growth of the telecommunications industry as well as the specific sectors that we target, which currently include, among others, 5G mobile, Internet of Things, or IoT, 4G mobile, Voice over Long Term Evolution, or VoLTE, Private Networks and Roaming.
If we are unable to implement these changes effectively or efficiently, it could have a material adverse effect on our business, financial condition, results of operations, financial reporting or financial results and could result in our conclusion that our internal controls over financial reporting are not effective. 16
If we are unable to implement these changes effectively or efficiently, it could have a material adverse effect on our business, financial condition, results of operations, financial reporting or financial results and could result in our conclusion that our internal controls over financial reporting are not effective. 17
Such decisions may be affected by the overall pace of 5G deployment in the industry as well as by other technology trends such as the transition to fully virtualized cloud-native networks. Our ability to grow our business is further dependent on our ability to secure new customers.
Such decisions may be affected by the overall pace of 5G deployment in the industry as well as by other technological trends such as the transition to fully virtualized cloud-native networks. Our ability to grow our business is further dependent on our ability to secure new customers.
If we lose the services of any key employees, we may not be able to manage our business successfully or to achieve our business objectives. 6 We experience competition for highly skilled technical and other personnel, and as a result we may fail to attract, recruit and retain qualified employees, which could materially and adversely impact our business, financial condition and results of operations.
If we lose the services of any senior management team or key employees, we may not be able to manage our business successfully or to achieve our business objectives. 6 We experience competition for highly skilled technical and other personnel, and as a result we may fail to attract, recruit and retain qualified employees, which could materially and adversely impact our business, financial condition and results of operations.
Moreover, manufacturers of data communications and telecommunications networks with whom we partner or may partner, may in the future incorporate into their products capabilities similar to ours, thus reducing the demand for our solutions.
Moreover, vendors of data communications and telecommunications networks with whom we partner or may partner, may in the future incorporate into their products capabilities similar to ours, thus reducing the demand for our solutions.
We incorporate open-source technology in our solutions which may expose us to liability and have a material impact on our product development and sales. Some of our solutions utilize open-source technologies. These technologies are licensed to us under varying license structures. These licenses pose a potential risk to our solution in the event they are inappropriately integrated.
We incorporate open-source technology in our solutions which may expose us to certain liabilities and may have a material impact on our product development and sales. Some of our solutions utilize open-source technologies. These technologies are licensed to us under varying license structures. These licenses pose a potential risk to our solution in the event they are inappropriately integrated.
Third parties may from time to time assert against us infringement claims or claims that we have violated a patent or infringed a copyright, trademark or other proprietary right belonging to them.
Third parties may from time to time assert against us infringement claims or claims that we have violated license terms, a patent or infringed a copyright, trademark or other proprietary right belonging to them.
The recent inflation rates, geopolitical issues, increase in energy costs, interest rates, unstable global conditions and changes in currency exchange rates have led to global economic instability.
Inflation rates, geopolitical issues, increase in energy costs, interest rates, unstable global conditions and changes in currency exchange rates have led to global economic instability.
Since the commencement of these events, there have been continued hostilities along Israel’s northern border with the Hezbollah terror organization, with Iran, the Houthis in Yemen and on other fronts with various extremist groups in the region, such as various rebel militia groups in Syria and Iraq.
Since the commencement of these events, there have been continued hostilities originating from the West Bank, along Israel’s northern border with the Hezbollah terror organization, with Iran, the Houthis in Yemen and on other fronts with various extremist groups in the region, such as various rebel militia groups in Syria and Iraq.
Several companies compete with us in the market for service assurance and Customer Experience Management that offer cloud-native, software-based, automated service assurance solutions. We expect that competition will increase in the future, both with respect to solutions that we currently offer and solutions that we are developing.
Several companies compete with us in the market for service assurance and Customer Experience Management that offer cloud-native, software-based, automated service assurance solutions. We expect that competition will increase in the future, both with respect to solutions that we currently offer and solutions that we are developing and the use of AI within the solutions.
If the demand for cloud-native, software-based networks does not continue to grow or the 5G rollout does not materialize, our business, financial condition and results of operations may suffer. Disruptions to our IT systems due to system failures or cybersecurity attacks may impact our operations, which would negatively materially adversely affect our reputation and business.
If the demand for cloud-native, software-based networks and new assurance solutions does not continue to grow or the 5G rollout does not materialize, our business, financial condition and results of operations may suffer. Disruptions to our IT systems due to system failures or cybersecurity attacks may impact on our operations, which would materially adversely affect our reputation and business.
It is possible that hostilities with Iran, Hezbollah, the Houthis and terrorist groups in Syria will escalate, and that other terrorist organizations, including Palestinian military organizations in the West Bank, will join the hostilities.
It is possible that hostilities with Iran, Hezbollah, the Houthis and terrorist groups in Syria and other militant groups will continue to escalate, and that other terrorist organizations, including Palestinian military organizations in the West Bank, will join the hostilities.
Grants received from the IIA after June 30, 2017, bear an annual interest rate based on the 12-month LIBOR, until December 31, 2023, and as of January 1, 2024, bear an annual interest rate based on the 12-month SOFR, or at an alternative rate published by the Bank of Israel, with the addition of 0.72%.
Grants received from the IIA on applications that had been approved after June 30, 2017, bear an annual interest rate based on the 12-month LIBOR, until December 31, 2023, and as of January 1, 2024, bear an annual interest rate based on the 12-month SOFR, or at an alternative rate published by the Bank of Israel, with the addition of 0.72%.
We believe that the significant share of cloud-native, software-based and 5G deployment activity is expected to continue to take place in North America, Europe, Japan, selected CSPs in Asia-Pacific and selected CSPs in Latin America. We have accordingly enhanced our presence and focused our sales and marketing resources in some of these markets.
We believe that the significant share of technology advances, including AI, cloud-native, software-based and 5G deployment activity are expected to continue to take place in North America, Europe, Japan, selected CSPs in Asia-Pacific and selected CSPs in Latin America. We have accordingly enhanced our presence and focused our sales and marketing resources in some of these markets.
Pursuant to the latest IIA regulations, grants received from the IIA before June 30, 2017, bear an annual interest rate that applied at the time of the approval of the applicable IIA filing, and that interest rate will apply to all of the funding received under that IIA approval.
Pursuant to the latest IIA regulations, grants received from the IIA on applications that had been approved before June 30, 2017, bear an annual interest rate that applied at the time of the approval of the applicable IIA filing, and that interest rate will apply to all of the funding received under that IIA approval.
In addition, under the terms of the program our ability to transfer any resulting know-how, especially to parties outside of Israel, is subject to certain terms and conditions.
In addition, under the terms of the program our ability to transfer any resulting know-how is subject to certain terms and conditions.
A failure to do so could adversely affect our revenues and profitability. 1 The pace at which we grow our business depends on our current and potential customers’ internal processes and decisions regarding the transition to 5G or to deploy new assurance systems and our ability to secure new customers.
A failure to do so could adversely affect our revenues and profitability. 1 The pace at which we grow our business depends on our current and potential customers’ internal processes and decisions to deploy new assurance systems and our ability to secure new customers, as well as retain and expand business with existing customers.
For example, our three largest customers accounted for approximately 88% of our revenue in fiscal year 2024.
For example, our three largest customers accounted for approximately 86% of our revenue in fiscal year 2025.
Prior to 2023 we incurred net losses and we may not sustain profitability in the future. In 2024, and 2023 we achieved net income of approximately $7 million and $3.7 million, respectively while in 2022, we incurred net loss of approximately $2.3 million.
We have incurred net losses in the past and we may not sustain profitability in the future. In 2025, 2024 and 2023 we achieved net income of approximately $12.0 million, $7.0 million and $3.7 million, respectively, while in 2022, we incurred a net loss of approximately $2.3 million.
Failure to complete a larger project successfully could expose us to potential contractual penalties, claims for breach of contract and in extreme cases, to cancellation of the entire project, and may result in difficulty in collecting payment and recognizing revenues from such project and may also harm our reputation.
Failure to complete a larger project successfully could expose us to potential contractual penalties, claims for breach of contract and in extreme cases, to cancellation of the entire project, and may result in difficulty in collecting payment and recognizing revenues from such project and may also harm our reputation all of which could have a material adverse effect on our business, financial condition and results of operations.
We cannot assure you that we will successfully address any of these risks. Risks Related to Our Business and Our Industry Our business is dependent on a limited number of significant customers and the loss of a significant customer could materially adversely affect our results of operations. Our business is dependent on a limited number of significant customers.
Risks Related to Our Business and Our Industry Our business is dependent on a limited number of significant customers and the loss of any significant customer could materially adversely affect our results of operations. Our business is dependent on a limited number of significant customers.
As of March 19, 2025, none of our employees or executive management has been called to service. Our operations could be disrupted by such call-ups, which may include the call-up of members of our management.
As of March 23, 2026, four of our employees and none of our executive management have been called to service. Our operations could be disrupted by such call-ups, which may include the call-up of members of our management.
As of March 19, 2025, we have not entered into any hedging transactions in order to mitigate these risks. Moreover, as our revenues are currently denominated primarily in U.S. dollars, devaluation in the local currencies of our customers relative to the U.S. dollar could cause customers to default on payment.
We do not currently maintain a hedging program to mitigate these risks. Moreover, as our revenues are currently denominated primarily in U.S. dollars, devaluation in the local currencies of our customers relative to the U.S. dollar could cause customers to default on payment.
Between January 1, 2024, and March 19, 2025, our ordinary shares’ closing price on the Nasdaq Capital Market, or the Nasdaq, was as high as $15.40 and as low as $7.71 per share. As of March 19, 2025, the closing price of our ordinary shares on Nasdaq was $12.68 per share.
Between January 1, 2025, and March 23, 2026, our ordinary shares’ closing price on the Nasdaq Capital Market, or the Nasdaq, was as high as $15.40 and as low as $10.36 per share. As of March 23, 2026, the closing price of our ordinary shares on Nasdaq was $11.17 per share.
Our expectation is that the market for our solutions will materialize and gain momentum as a result. However, our expectations may not be correct, and the actual pace of cloud-native, network transformation and/or 5G rollout may take longer than we anticipate or may not occur at all.
However, our expectations may not be correct, and the actual pace of cloud-native, network transformation and/or 5G rollout may take longer than we anticipate or may not occur at all.
Our expectations regarding the pace of 5G rollout may not materialize. The pace of transition to 5G and timeframe for reaching a mature infrastructure for 5G is dependent on CSPs’ internal decisions regarding 5G technology implementation, timing, and budgeting.
Our expectations regarding the pace in which current and potential customers’ transition to new assurance solutions may not materialize. The need for a new assurance system increases for CSPs transitioning to 5G. The pace of transition to 5G and timeframe for reaching a mature infrastructure for 5G is dependent on CSPs’ internal decisions regarding 5G technology implementation, timing, and budgeting.
Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy, and thus could have a negative effect on us.
See Item 16.G—Corporate Governance. 15 General Risk Factors Natural disasters and other events beyond our control could harm our business. Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy, and thus could have a negative effect on us.
Any armed conflicts, political instability, terrorism, cyberattacks or any other hostilities involving Israel or the interruption or curtailment of trade between Israel and its present trading partners could affect adversely our operations.
Any armed conflicts, political instability, terrorism, cyberattacks or any other hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading partners could affect adversely our operations. Ongoing and revived hostilities in the Middle East or other Israeli political or economic factors, could harm our operations and solution development and cause any future sales to decrease.
Our international sales will be limited if we cannot continue to establish and maintain relationships with international distributors and resellers, set up additional foreign operations, expand international sales channel management, hire additional personnel, develop relationships with international CSPs and operate adequate after-sales support internationally. 10 Even if we are able to successfully further expand our international operations, we may not be able to maintain or increase international market demand for our solutions.
While we are headquartered in Israel, most of our revenues are being generated outside of Israel. Our international sales will be limited if we cannot continue to establish and maintain relationships with international distributors and resellers, set up additional foreign operations, expand international sales channel management, hire additional personnel, develop relationships with international CSPs and operate adequate after-sales support internationally.
To the extent that CSPs elect not to deploy 5G, or to delay the transition to cloud-native 5G networks our sales cycles may lengthen, and the growth of our business may be adversely affected. We believe that most of the industry’s leading CSPs will rollout 5G networks which will in turn promote the adoption of cloud-native, software-based, assurance solutions.
To the extent that CSPs elect not to deploy 5G, or to delay the transition to cloud-native 5G networks, or delay decisions to deploy new assurance systems our sales cycles may lengthen, and the growth of our business may be adversely affected.
To the extent that CSPs will not choose our solution, the pace in which we could grow our business may be adversely affected. The pace at which we deploy our solutions is directly affected by the pace of CSPs’ internal processes and the pace of maturation of the 5G market.
To the extent that CSPs will not choose our solution, the pace in which we could grow our business may be adversely affected.
This low trading volume may also result in greater share price volatility as result of short trading activities or the acquisition or disposition of shares by any single larger or institutional shareholder. 12 Risks Related to Our Location in Israel Security, political and economic instability in the Middle East in general, and in Israel in particular may harm our business.
This low trading volume may also result in greater share price volatility as result of short trading activities or the acquisition or disposition of shares by any single larger or institutional shareholder.
Iran, who launched direct attacks on Israel involving drones and missiles, is also believed to have a strong influence among extremist groups in the region, such as Hamas in Gaza, Hezbollah in Lebanon, the Houthis in Yemen and various rebel militia groups in Syria and Iraq.
Iran, is also believed to have a strong influence among extremist groups in the region, such as Hamas in Gaza, Hezbollah in Lebanon, the Houthis in Yemen and various rebel militia groups in Syria and Iraq. These situations may continue to escalate in the future to more violent events which may affect Israel and us.
Depending on the extent and breadth of sanctions, export controls and other measures that may be imposed in connection with the conflict in Ukraine, it is possible that our business and results of operations could be adversely affected. 11 Because our revenues are generated primarily in foreign currencies (mostly in U.S. dollars but also in other currencies), but a significant portion of our expenses are incurred in New Israeli Shekels, our results of operations may be seriously adversely affected by currency fluctuations.
Because our revenues are generated primarily in foreign currencies (mostly in U.S. dollars but also in other currencies), but a significant portion of our expenses are incurred in New Israeli Shekels or NIS, our results of operations may be seriously adversely affected by currency fluctuations.
As a result of the difficulty associated with enforcing a judgment against us in Israel, you may not be able to collect any damages awarded by either a United States or foreign court. 14 As a foreign private issuer whose shares are listed on the Nasdaq, we may follow certain home country corporate governance practices instead of certain Nasdaq requirements.
As a result of the difficulty associated with enforcing a judgment against us in Israel, you may not be able to collect any damages awarded by either a United States or foreign court. As a foreign private issuer, we are subject to reporting and other requirements that differ from those applicable to U.S. domestic companies.
In October 2024, Israel began limited ground operations against Hezbollah in Lebanon, and in November 2024, a ceasefire was brokered between Israel and Hezbollah, which has not been continuously upheld.
In October 2024, Israel began limited ground operations against Hezbollah in Lebanon, and in November 2024, a ceasefire was brokered between Israel and Hezbollah, which collapsed in early March 2026. Since then, fighting has escalated, including Israeli ground operations in southern Lebanon and sustained Hezbollah rocket fire into Israel.
Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. Following the attack, Israel’s security cabinet declared war against Hamas.
Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. In October 2025, a peace framework brokered by the United States was announced involving a ceasefire, hostage releases, partial Israeli withdrawal, and humanitarian aid provisions.
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While we are headquartered in Israel, approximately 89% of our sales in 2024, 96% of our sales in 2023 and 97% of our sales in 2022 were generated outside of Israel.
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We cannot assure you that we will successfully address any of these risks. These disclosures reflect the Company ’ s beliefs and opinions as to factors that could materially and adversely affect the Company and its securities in the future.
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Ongoing and revived hostilities in the Middle East or other Israeli political or economic factors, could harm our operations and solution development and cause any future sales to decrease. In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets.
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References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.
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These situations may potentially escalate in the future to more violent events which may affect Israel and us.
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The pace at which we deploy our solutions is directly affected by the pace of CSPs’ internal processes, the pace of maturation of the 5G market and the pace of CSPs’ decisions to deploy a new assurance system.
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As a foreign private issuer whose shares are listed on the Nasdaq, we are permitted to follow certain home country corporate governance practices instead of certain requirements of the Nasdaq Stock Market Rules including requirements regarding compensation of officers, related party transactions, shareholder approval for certain dilutive events (such as for the establishment or amendment of certain equity-based compensation plans, an issuance that will result in a change of control of the company, certain transactions other than a public offering involving issuances of a 20% or more interest in the company and certain acquisitions of the stock or assets of another company), and other matters.
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We believe that most of the industry’s leading CSPs will roll out 5G networks which will in turn promote the adoption of cloud-native, software-based and AI-based, assurance solutions. Our expectation is that the market for our solutions will materialize and gain momentum as a result.
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Accordingly, our shareholders may not be afforded the same protection as provided under Nasdaq’s corporate governance rules. For more information, see “Item 16G—Corporate Governance”. General Risk Factors Natural disasters and other events beyond our control could harm our business.
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Even if we are able to successfully further expand our international operations, we may not be able to maintain or increase international market demand for our solutions.
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Depending on the extent and breadth of sanctions, export controls and other measures that may be imposed in connection with the conflict in Ukraine, it is possible that our business and results of operations could be adversely affected.
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Although we believe we were not a “passive foreign investment company”, or PFIC, for U.S. federal income tax purposes in the current taxable year, we may become one in any subsequent taxable year. There might be negative tax consequences for U.S. taxpayers that are holders of our ordinary shares if we are or were to become a PFIC.
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Based on our current and anticipated operations and the composition of our assets, we believe we were not a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes for our taxable year ended December 31, 2025.
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As for 2026, there can be no assurance that we will not be classified as a PFIC due to various market conditions and relative values of our assets and the amount of our passive income.
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We might be classified as a PFIC if either: (i) at least 75% of our gross income is passive income, or (ii) at least 50% of the value of our assets is attributable to assets that produce or are held for the production of, passive income.
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For this purpose, passive income generally includes dividends, interest, certain royalties or rents, and gains from commodities and securities transactions and from the sale or exchange of property that gives rise to passive income. If we are a PFIC for any year in which a U.S. taxpayer holds our ordinary shares, such holder may face increased tax liabilities.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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RADCOM Operational Efficiencies The RADCOM Operational Efficiencies portfolio provides solutions that enable operators to streamline operations using data-driven insights enhanced by telco-focused AI capabilities. Using AI/ML, the solution automatically collects and analyzes massive amounts of network data in real time, allowing engineering teams to gain deep insights into the impact of glitches and problems affecting the customer experience.
RADCOM Operational Efficiencies Solutions The RADCOM Operational Efficiencies portfolio provides solutions that enable operators to streamline operations using data-driven insights enhanced by telco-focused AI capabilities. Using AI/ML, the solution automatically collects and analyzes massive amounts of network data in real time, allowing engineering teams to gain deep insights into the impact of glitches and problems affecting the customer experience.
The approval may be subject to certain requirements, as determined in each project separately. ● Among others, the IIA may determine that certain Funded Know-How can be transferred to third parties in Israel only if such transferee company will also be subject to the same terms and conditions that were levied upon the transferor company under the Innovation Law prior to the transfer of such know-how and that the transferor will need to pay 3% of the consideration for the transfer to the IIA ● The IIA may approve the transfer of Funded Know-How from Israel to abroad, generally, provided that (a) the IIA will receive a payment of the portion of the sale price, which portion will not exceed six times the amount of the grants received plus interest (or three times the amount of the grant received plus interest, in the event that the recipient of the know-how has committed to retain at least 75% of the R&D positions of the grant recipient in Israel after the transfer for a minimum period of three years)); (b) the grant recipient receives an alternative know-how from a third party in exchange for its Funded Know-How, subject to certain requirements, among which the alternative know-how will generate higher revenues than the Funded Know-How for the company; or (c) such transfer of know-how arises in connection with a liquidation by reason of insolvency or receivership of the grant recipient and the Funded Know-How is sold for a lower price than the amount of funds invested in it, in which case the payment set forth in (a) may be reduced. ● Approval to manufacture products outside of Israel or consent to the transfer of Funded Know-How, if requested, is within the discretion of the IIA.
The approval may be subject to certain requirements, as determined in each approval separately. ● Among others, the IIA may determine that certain Funded Know-How can be transferred to third parties in Israel only if such transferee company will also be subject to the same terms and conditions that were levied upon the transferor company under the Innovation Law prior to the transfer of such know-how and that the transferor will need to pay 3% of the consideration for the transfer to the IIA ● The IIA may approve the transfer of Funded Know-How from Israel to abroad, generally, provided that (a) the IIA will receive a payment of the portion of the sale price, which portion will not exceed six times the amount of the grants received plus interest (or three times the amount of the grant received plus interest, in the event that the recipient of the know-how has committed to retain at least 75% of the R&D positions of the grant recipient in Israel after the transfer for a minimum period of three years)); (b) the grant recipient receives an alternative know-how from a third party in exchange for its Funded Know-How, subject to certain requirements, among which the alternative know-how will generate higher revenues than the Funded Know-How for the company; or (c) such transfer of know-how arises in connection with a liquidation by reason of insolvency or receivership of the grant recipient and the Funded Know-How is sold for a lower price than the amount of funds invested in it, in which case the payment set forth in (a) may be reduced. ● Approval to manufacture products outside of Israel or consent to the transfer of Funded Know-How, if requested, is within the discretion of the IIA.
Operators gain a new, cost-effective, and time-saving interface for accessing data and insights in natural language with trusted data accuracy. Automation The telecom industry is undergoing a digital transformation. While the numbers of IoTs and connected devices have grown and reshaped industries, network operations costs have risen. RADCOM helps streamline the process with complete lifecycle management (LCM).
Operators gain a new, cost-effective, and time-saving interface for accessing data and insights in natural language with trusted data accuracy. 21 Automation The telecom industry is undergoing a digital transformation. While the numbers of IoTs and connected devices have grown and reshaped industries, network operations costs have risen. RADCOM helps streamline the process with complete lifecycle management (LCM).
For more information, see “Item 3.D—Risk Factors— Risks Related to Our Business and Our Industry.” 25 We believe that we are differentiated from our competitors due to: ● our recognized class-leading, cloud-native 5G-ready service assurance solutions; ● our experience deploying and scaling cloud-native solutions with Tier 1 CSPs such as AT&T; ● our telecom domain expertise and knowhow of key members of our company in advanced software development; ● our experience deploying our solutions on the world’s first fully virtualized network and expansion to 5G SA; ● our advanced technology offering an end-to-end solution for service assurance from the RAN to the core; ● our proven 5G-ready solutions deployed in existing 5G networks such as Rakuten Mobile and Dish Networks; ● our multi-technology correlation capabilities that can support all major technologies – 5G, 4G, LTE, IMS, VoLTE, VoIP and legacy 3G and 2G - within the same solution; ● our End-to-End (RAN to Core) view of the network and ability to correlate into a full customer experience view; ● our cloud-native solutions provide cost-efficiency, rapid deployment times and agility in development; ● our ability to operate across multiple technologies and domains, including public, private, and hybrid cloud environments; and ● our proven flexibility and responsiveness in a dynamic customer and technology environment.
For more information, see “Item 3.D—Risk Factors— Risks Related to Our Business and Our Industry.” We believe that we are differentiated from our competitors due to: ● our recognized advanced, cloud-native 5G-ready service assurance solutions; ● our experience deploying and scaling cloud-native solutions with Tier 1 CSPs such as AT&T; ● our telecom domain expertise and knowhow of key members of our company in advanced software development; ● our experience deploying our solutions on the world’s first fully virtualized network and expansion to 5G SA; ● our advanced technology offering an end-to-end solution for service assurance from the RAN to the core; ● our proven 5G-ready solutions deployed in existing 5G networks such as Rakuten Mobile and Dish Networks; ● our multi-technology correlation capabilities that can support all major technologies – 5G, 4G, LTE, IMS, VoLTE, VoIP and legacy 3G and 2G - within the same solution; ● our End-to-End (RAN to Core) view of the network and ability to correlate into a full customer experience view; ● our cloud-native solutions provide cost-efficiency, rapid deployment times and agility in development; ● our ability to operate across multiple technologies and domains, including public, private, and hybrid cloud environments; and ● our proven flexibility and responsiveness in a dynamic customer and technology environment.
Relying on its vast industry-wide experience, we understand operators’ needs and pain points and the crucial role that enhanced performance, service quality, and customer satisfaction play. Our platform is designed to offer intelligent insights across multiple network layers and technologies from 3G to 5G and beyond.
Relying on our vast industry-wide experience, we understand operators’ needs and pain points and the crucial role that enhanced performance, service quality, and customer satisfaction play. Our platform is designed to offer intelligent insights across multiple network layers and technologies from 3G to 5G and beyond.
The platform ensures data integrity and seamless operation even in the face of individual component failures. 21 The architecture, designed for high availability and redundancy, guarantees that operators’ networks remain robust and reliable, fostering a superior user experience for all subscribers.
The platform ensures data integrity and seamless operation even in the face of individual component failures. The architecture, designed for high availability and redundancy, guarantees that operators’ networks remain robust and reliable, fostering a superior user experience for all subscribers.
We are expanding our research and development to new domains that require deep knowledge in ML/AI and GenAI, leveraging some of the latest advancements in ML/AI models, tools and hardware assisted solutions such as graphics processing units.
We are expanding our research and development to new domains that require deep knowledge in ML/AI, GenAI, and Agentic AI leveraging some of the latest advancements in ML/AI models, tools and hardware assisted solutions such as graphics processing units.
Our solution is cloud and vendor agnostic, can be deployed in multiple cloud environments and can also deploy on bare-metal, and supports any hybrid deployments of public and private clouds as required in the market. 17 We specialize in solutions for next-generation mobile and fixed networks, including 5G, Voice over New Radio, or VoNR, Long Term Evolution, or LTE, VoLTE, Voice over Wifi, or VoWifi, IP Multimedia Subsystem, or IMS, Voice over IP, or VoIP, and Universal Mobile Telecommunication Service, or UMTS.
Our solution is cloud and vendor agnostic, can be deployed in multiple cloud environments and can also deploy on bare-metal, and supports any hybrid deployments of public and private clouds as required in the market. 18 We specialize in solutions for next-generation mobile and fixed networks, including 5G, Voice over New Radio, or VoNR, Long Term Evolution, or LTE, VoLTE, Voice over Wifi, or VoWifi, IP Multimedia Subsystem, or IMS, Voice over IP, or VoIP, and Universal Mobile Telecommunication Service, or UMTS.
Generally, the cost of the extended warranty is an annual maintenance fee based on a percentage of the overall cost of the solutions. ● Customer-oriented product development: With the goal of continuously enhancing our customer relationships, we meet regularly with customers, and use the feedback from these discussions to improve our solutions and guide our R&D roadmap. 26 ● Regional technical support: As the sale of a system and solutions requires a high level of technical skills, we decided to enhance our support with local experts located in our regional offices.
Generally, the cost of the extended warranty is an annual maintenance fee based on a percentage of the overall cost of the solutions. 27 ● Customer-oriented product development: With the goal of continuously enhancing our customer relationships, we meet regularly with customers, and use the feedback from these discussions to improve our solutions and guide our R&D roadmap. ● Regional technical support: As the sale of a system and solutions requires a high level of technical skills, we decided to enhance our support with local experts located in our regional offices.
PROPERTY, PLANTS AND EQUIPMENT We currently lease an aggregate of approximately 22,830 square feet of office space in Tel Aviv, Israel. This space includes our development facilities, which consist primarily of programming, documenting, quality control, testing and bug fixing, as well as from time to time, installation of software components on third party hardware.
PROPERTY, PLANTS AND EQUIPMENT We currently lease an aggregate of approximately 22,421 square feet of office space in Tel Aviv, Israel. This space includes our development facilities, which consist primarily of programming, documenting, quality control, testing and bug fixing, as well as from time to time, installation of software components on third party hardware.
Our principal executive offices are located at 24 Raoul Wallenberg Street, Tel Aviv 69719, Israel, and our telephone is 972-3-645-5055. Our website is www.radcom.com. Information on our website and other information that can be accessed through it are not part of, or incorporated by reference into, this Annual Report.
Our principal executive offices are located at 24 Raoul Wallenberg Street, Tel Aviv 6971920, Israel, and our telephone is 972-3-645-5055. Our website is www.radcom.com. Information on our website and other information that can be accessed through it are not part of, or is incorporated by reference into, this Annual Report.
As of December 31, 2024, royalties at a rate of 3% are due on revenues from sales of products and related services that incorporate know-how developed, in whole or in part, within the framework of projects funded by the IIA. In 2024, and in previous years, we participated in a Magnet consortium program sponsored by IIA, or Magnet Program.
As of December 31, 2025, royalties at a rate of 3% are due on revenues from sales of products and related services that incorporate know-how developed, in whole or in part, within the framework of projects funded by the IIA. In 2025, and in previous years, we participated in a Magnet consortium program sponsored by IIA, or Magnet Program.
During 2024, these direct sales were made mainly in North America, Europe, the Middle East and Africa. or EMEA, and Asia. In North America, we operate mainly through RADCOM US, which sells our solutions to end-users directly and provides support to customers in the North American market.
During 2025, these direct sales were made mainly in North America, Europe, the Middle East and Africa. or EMEA, and Asia. In North America, we operate mainly through RADCOM US, which sells our solutions to end-users directly and provides support to customers in the North American market.
This leading mobility experience analytics company uses AI and ML to deliver advanced insights to help telecom operators improve their subscribers’ mobility experience. 18 In January 2024 we launched our new GenAI applications, NetTalk TM .
This leading mobility experience analytics company uses AI and ML to deliver advanced insights to help telecom operators improve their subscribers’ mobility experience. 19 In January 2024 we launched our new GenAI applications, NetTalk TM .
In 2024, we signed agreements with new distributors to penetrate new geographical markets and engage with new customers, and to better serve our target markets. We continue to search for more of these channels to expand our outreach further.
In 2025, we signed agreements with new distributors to penetrate new geographical markets and engage with new customers, and to better serve our target markets. We continue to search for more of these channels to expand our outreach further.
On the AI front, we have made significant investment in advancing our RADCOM AIM (Automated Insights Module), including new initiatives leveraging GenAI, which we believe may have an impact in the future.
On the AI front, we have made significant investment in advancing our RADCOM AIM (Automated Insights Module), including new initiatives leveraging GenAI and Agentic AI, which we believe may have an impact in the future.
In Brazil, we provide benefits in the form of health coverage, including health, vision and dental coverage, in an average amount equal to approximately 17% of the employee’s base salary.
In Brazil, we provide benefits in the form of health coverage, including health, vision and dental coverage, in an average amount equal to approximately 19% of the employee’s base salary.
In January 2025, we announced our contract with Norlys, the owner of Telia Mobil Danmark A/S, or Telia Mobil to provide Telia Mobil with RADCOM ACE to monitor customer experiences across 5G and 4G networks. In February 2025, we announced the integration with ServiceNow to automate service and complaint resolution for telecom operators.
In January 2025, we announced our contract with Norlys, the owner of Telia Mobil, to provide Telia Mobil with RADCOM ACE to monitor customer experiences across 5G and 4G networks. In February 2025, we announced the integration with ServiceNow to automate service and complaint resolution for telecom operators.
According to the IIA regulations, that are relevant to our projects until 2024, companies that moved the manufacturing of their products outside of Israel, may be subject to an increased royalties cap ranging between 120% to 300% of the grants, depending on the manufacturing volume that is performed outside of Israel.
According to the IIA regulations, that are relevant to our projects, submitted until October 2023, companies that moved the manufacturing of their products outside of Israel, may be subject to an increased royalties cap ranging between 120% to 300% of the grants, depending on the manufacturing volume that is performed outside of Israel.
Since we commenced operations, we have received royalty-bearing grants from the IIA. As of December 31, 2024, our total contingent liability to the IIA in respect of grants received including accumulated interest and net of accumulated royalties paid, was approximately $56.2 million.
Since we commenced operations, we have received royalty-bearing grants from the IIA. As of December 31, 2025, our total contingent liability to the IIA in respect of grants received including accumulated interest and net of accumulated royalties paid, was approximately $56.0 million.
In order to transition to 5G networks, CSPs generally need to replace or upgrade their assurance solutions with software that can support both their legacy networks as well as their future network architectures, including 5G use cases.
In order to transition to 5G networks, CSPs generally need to replace or upgrade their assurance solutions with software that can support both their legacy networks as well as their future network architectures, including 5G use cases, in a cost-effective manner.
In the United States, we provide benefits in the form of health, dental, vision and disability coverage and matching 401(k) plan contributions, in an average amount equal to approximately 22.61% of the employee’s base salary.
In the United States, we provide benefits in the form of health, dental, vision and disability coverage and matching 401(k) plan contributions, in an average amount equal to approximately 23.96% of the employee’s base salary.
We expect to continue this significant investment in 2025, as we develop new features and new solution offerings to meet the requirements of transition to 5G networks, as well as establishing a modular approach for the enabling of targeted packages for the service assurance market.
We expect to continue this significant investment in 2026, as we develop new features and new solution offerings to meet the requirements of transition to 5G networks, as well as continuing the development of a modular approach for the enabling of targeted packages for the service assurance market.
Geographic Markets : The table below indicates the approximate breakdown of our revenue by territory, based on the location of the end-customer: Year ended December 31, (in millions of U.S. dollars) Year ended December 31, (in percentages) 2024 2023 2022 2024 2023 2022 North America 36.1 31.8 23.0 59.1 61.6 49.8 Asia 12.7 9.8 12.5 20.9 19.0 27.2 Latin America 0.3 1.3 3.0 0.5 2.5 6.4 EMEA (including Israel) 11.9 8.7 7.6 19.5 16.9 16.6 Total revenues 61 51.6 46.1 100 % 100 % 100 % Competition The market for our solutions is competitive, and we expect that competition will continue in the future, both with respect to solutions that we are currently offering and solutions that we are developing.
Geographic Markets : The table below indicates the approximate breakdown of our revenue by territory, based on the location of the end-customer: Year ended December 31, (in millions of U.S. dollars) Year ended December 31, (in percentages) 2025 2024 2023 2025 2024 2023 North America 38.9 36.1 31.8 54.3 59.1 61.6 Asia 9.9 12.7 9.8 13.9 20.9 19.0 Latin America 0.2 0.3 1.3 0.3 0.5 2.5 EMEA (including Israel) 22.5 11.9 8.7 31.5 19.5 16.9 Total revenues 71.5 61 51.6 100 % 100 % 100 % 26 Competition The market for our solutions is competitive, and we expect that competition will continue in the future, both with respect to solutions that we are currently offering and solutions that we are developing.
Each participating employee contributes an amount equal to up to 7% of such employee’s base salary, and we contribute between 15.83% and 19.1% of the employee’s base salary.
Each participating employee contributes an amount equal to up to 7% of such employee’s base salary, and we contribute between 15.83% and 23.33% of the employee’s base salary.
In India, we provide benefits in form of health coverage, education fund, house rent allowance and health insurance fund, in an average amount equal to approximately 24.37% of the employee’s salary. 30 C.
In India, we provide benefits in form of health coverage, education fund, house rent allowance and health insurance fund, in an average amount equal to approximately 26.48% of the employee’s salary. C.
In 2024, our aggregate annual lease and maintenance expenses were approximately $799,000 for our Tel Aviv offices. We also lease an aggregate of approximately 5,377 square feet of office space in Paramus, New Jersey. In 2024, our aggregate annual lease payments for such premises were approximately $117,000.
In 2025, our aggregate annual lease and maintenance expenses were approximately $802 thousands for our Tel Aviv offices. We also lease an aggregate of approximately 5,377 square feet of office space in Paramus, New Jersey. In 2024, our aggregate annual lease payments for such premises were approximately $122 thousands.
Our global customer base Our solution is deployed at multiple CSPs globally, such as AT&T, Dish, Rakuten, and Telefonica, and has received wide industry recognition, winning a Fierce Network Innovation Award, a Frost & Sullivan Product Differentiation Innovation Awards three times, multiple TMC Labs Innovation Awards, the Technology Marketing Corp.
Our global customer base Our solution is deployed at multiple CSPs globally, such as AT&T, Dish, Rakuten, and Telefonica, and has received wide industry recognition, winning a Global connectivity award for best AI/ML innovation, a Fierce Network Innovation Award, a Frost & Sullivan Product Differentiation Innovation Awards three times, and multiple TMC Labs Innovation Awards.
See “Item 6.D—Directors, Senior Management and Employees—Employees.” We consider our relations with our employees to be good and we have never experienced a strike or work stoppage. Except for employees located in Brazil, none of our employees are represented by labor unions.
Employees Our total headcount as of December 31, 2025, was 325 including employees and contractors. See “Item 6.D—Directors, Senior Management and Employees—Employees.” We consider our relations with our employees to be good and we have never experienced a strike or work stoppage. Except for employees located in Brazil, none of our employees are represented by labor unions.
In the years ended December 31, 2024, 2023 and 2022, our capital expenditures were approximately $427,000, $232,000 and $150,000 respectively, and were spent primarily on computers and electronic equipment. We have no current significant commitments for capital expenditures.
In the years ended December 31, 2025, 2024 and 2023, our capital expenditures in thousands were approximately $384, $427 and $232, respectively and were spent primarily on computers and electronic equipment. We have no current material commitments for capital expenditures.
Know-How and Know-How Transfer Limitation ● The Innovation Law provides that the IIA is authorized to determine the ownership requirements of know-how developed under an approved research and development program and/or derived therefrom and/or rights associated with such know-how including intellectual property, which is not the product that was developed under such program, or the Funded Know-How. 28 ● The Innovation Law further provides that Funded Know-How can not be transferred to any third parties without the IIA’s approval.
We do not have IIA projects involving manufacturing activities after October 2023. 29 Know-How and Know-How Transfer Limitation ● The Innovation Law provides that the IIA is authorized to determine the ownership requirements of know-how developed under an approved research and development program and/or derived therefrom and/or rights associated with such know-how including intellectual property, which is not the product that was developed under such program, or the Funded Know-How. ● The Innovation Law further provides that Funded Know-How cannot be transferred to any third parties without the IIA’s approval.
We also lease an aggregate of approximately 40 square feet of office space in Brazil and 5,809 square feet in India. The aggregate annual lease and maintenance payments for those premises in 2024 were approximately $6,000 and $84,000, respectively.
We also lease an aggregate of approximately 40 square feet of office space in Brazil and 5,809 square feet in India. The aggregate annual lease and maintenance payments for those premises in 2025 were approximately $7 thousands and $99 thousands, respectively.
In 1993, we established a wholly-owned subsidiary in the United States, currently named RADCOM, Inc., or RADCOM US. In 1996, we incorporated a wholly-owned subsidiary in Israel, RADCOM Investments (96) Ltd., located at our office in Tel Aviv, Israel. In 2010, we established a wholly-owned subsidiary in Brazil, RADCOM do Brasil Comercio, Importacao e Exportacao Ltda., or RADCOM Brazil.
In 1993, we established a wholly owned subsidiary in the United States, currently named RADCOM, Inc., or RADCOM US. In 1996, we incorporated a wholly owned subsidiary in Israel, RADCOM Investments (96) Ltd., located at our office in Tel Aviv, Israel.
We believe that our offices and facilities are adequate for our current needs and that suitable additional or substitute space will be available when needed. ITEM 4A. UNRESOLVED STAFF COMMENTS Not applicable.
We believe that our offices and facilities are adequate for our current needs and that suitable additional or substitute space will be available when needed.
Our solution, which monitors both legacy and next-generation networks, ensures a smooth migration and enables CSPs to future-proof their investment in an automated assurance solution.
Our solution, which monitors both legacy and next-generation networks, ensures a smooth migration and enables CSPs to future-proof their investment in a cost effective, modern, GenAI and Agentic AI based automated assurance solution.
RADCOM’s platform, RADCOM ACE is deployable from labs to full-scale nationwide networks. It allows operators to troubleshoot in real time, identify network bottlenecks, and monitor all traffic loads to ensure premium services. RADCOM ACE RADCOM ACE is an automated assurance and intelligent analytics platform that offers an entirely cloud-native and containerized portfolio of network visibility, service assurance, and network insights.
RADCOM’s platform, RADCOM ACE is deployable from labs to full-scale nationwide networks. It allows operators to troubleshoot in real time, identify network bottlenecks, and monitor all traffic loads to ensure premium services. RADCOM ACE RADCOM ACE is an automated assurance and analytics platform.
We offer automated on-demand instantiation, scaling, healing, and updating according to policies. We offer automated insights through AI/ML, enabling operators to save engineering resources, manage the network more efficiently, and gain proactive assurance features such as anomaly detection, predictive analytics, and automated root cause analysis before degradations affect customers. Security CSPs need to prioritize security in their customer offerings.
We offer automated on-demand instantiation, scaling, healing, and updating according to policies. We also offer automated insights through AI/ML, and recently added a team of network related AI Agents enabling operators to save engineering resources, manage the network more efficiently, and gain proactive assurance features such as anomaly detection, predictive analytics, and automated root cause analysis before degradations affect customers.
This solution is designed to provide real-time, customer-level QoE insights by capturing and processing high-volume user plane data across the entire network at the edge. This solution aims to empower telecom operators with greater subscriber and service visibility while optimizing network computing resources. During 2025, we expect to continue to enhance and expand our product offerings and capabilities.
This solution is designed to provide real-time, customer-level quality of experience, or QoE insights by capturing and processing high-volume user plane data across the entire network at the edge. This solution aims to empower telecom operators with greater subscriber and service visibility while optimizing network computing resources.
We currently have nine registered patents and one pending patent application in the United States. In addition, we usually enter into non-disclosure and confidentiality agreements with our employees, distributors, sales representatives and with suppliers and sub-contractors who have access to sensitive information. 29 Employees Our total headcount as of December 31, 2024, was 307 including employees and contractors.
We own registered trademark for the name RADCOM ® . We currently have nine registered patents, one pending patent application and one pending provisional patent application in the United States. In addition, we usually enter into non-disclosure and confidentiality agreements with our employees, distributors, sales representatives and with suppliers and sub-contractors who have access to sensitive information.
This modular approach will enable us to offer not just the full solution, but also specific modules for smaller deployment of CSPs. 27 Israel Innovation Authority We have received royalty-bearing grants from the IIA for certain research and development activities pursuant to an incentive program, in an aggregate amount of $50.2 million, calculated from our inception through December 31, 2024, which are subject to provisions of the Innovation Law and the regulations promulgated thereunder.
Israel Innovation Authority We have received royalty-bearing grants from the IIA for certain research and development activities pursuant to an incentive program, in an aggregate amount of $50.2 million, calculated from our inception through December 31, 2025, which are subject to provisions of the Innovation Law and the regulations promulgated thereunder.
RADCOM ACE is the culmination of our significant product investment over the last few years and reinforced by customer feedback to enable a new way of monitoring 5G services that ensures a high-quality customer experience as operators transition to 5G.
RADCOM ACE is the culmination of our significant product investment over the last few years and reinforced by customer feedback to enable a new way of monitoring 5G services that ensures a high-quality customer experience as operators transition to 5G. 23 RADCOM ACE is a solution that samples, filters, manages, and load balances massive traffic volumes across multiple clouds from the edge to the network core.
Products and Solutions RADCOM’s Technology The first 5G assurance technology to go cloud-native, RADCOM ACE is RADCOM’s automated assurance platform that provides a closed-loop, end-to-end approach to assurance across 3G, 4G, and 5G SA and NSA technologies.
This comprehensive strategy enables us to systematically increase our market reach while managing risks and resources effectively. 22 Products and Solutions RADCOM’s Technology The first 5G assurance technology to go cloud-native, RADCOM ACE is RADCOM’s automated assurance platform that provides a closed-loop, end-to-end approach to assurance across 3G, 4G, and 5G SA and NSA technologies.
Industry Background Our Customers and the Market for Our Solutions We operate in the telecom market which is undergoing significant transformation with significant potential for growth, which is evidenced by the evolution of the networks and transition to 5G networks and the beginning of outlook to 5G advanced and GenAI embedded network technologies.
We intend to leverage our relationships with industry-leading customers to expand our engagement with additional CSPs, particularly those transitioning to 5G networks or investing in advanced technologies to enhance customer experience. 20 Industry Background Our Customers and the Market for Our Solutions We operate in the telecom market which is undergoing significant transformation with significant potential for growth, which is evidenced by the evolution of the networks and transition to 5G networks and the beginning of outlook to 5G advanced network technologies and GenAI and Agentic AI embedded network operations.
To ultimately drive revenue growth, CSPs need insights and analysis across multiple network domains. Technologies, such as advanced analytics, AI, and automation, streamline network operations and offer improved service quality to their customers.
To ultimately drive revenue growth, CSPs need insights and analysis across multiple network domains. Technologies, such as advanced analytics, AI, and automation, streamline network operations and offer improved service quality to their customers. In addition, with new technology rapidly evolving, AI, GenAI and Agentic AI are central to the vision of next-generation network operations (AIOps).
Additionally, we are pursuing mergers and acquisitions to enter adjacent market segments, gain market share, obtain valuable intellectual property and expand our customer base. This comprehensive strategy enables us to systematically increase our market reach while managing risks and resources effectively.
Additionally, we are pursuing mergers and acquisitions to enter adjacent market segments, gain market share, obtain valuable intellectual property and expand our customer base.
In 2012, we incorporated a wholly-owned subsidiary in India, RADCOM Trading India Private Limited, or RADCOM India. In 2022, we incorporated a wholly-owned subsidiary in Canada, RADCOM Canada Limited, or RADCOM Canada.
In 2010, we established a wholly owned subsidiary in Brazil, RADCOM do Brasil Comercio, Importacao e Exportacao Ltda., or RADCOM Brazil. In 2012, we incorporated a wholly owned subsidiary in India, RADCOM Trading India Private Limited, or RADCOM India. In 2022, we incorporated a wholly owned subsidiary in Canada, RADCOM Canada Limited, or RADCOM Canada.
The solution helps operators improve new 5G sites, automate root cause analysis, optimize mobility services, and digitize their network operations center. 24 Sales and Marketing Organization We mainly sell directly to customers throughout the world through our executives and sales representatives in North America, Europe, Latin America, Asia Pacific and Israel, which are supported by local representatives and agents in the local markets.
Sales and Marketing Organization We mainly sell directly to customers throughout the world through our executives and sales representatives in North America, Europe, Latin America, Asia Pacific and Israel, which are supported by local representatives and agents in the local markets.
We also provide employees of RADCOM with an Education Fund, to which each participating employee contributes an amount equal to 2.5% of such employee’s base salary and we contribute an amount equal to 7.5% of the employee’s base salary (generally up to a certain ceiling provided in the Israeli Income Tax Regulations).
As a result, the related obligation and amounts deposited on behalf of such obligation are not stated on the balance sheet, as we are legally released from severance obligation to employees once the amounts have been deposited, and we have no further legal ownership on the amounts deposited. 31 We also provide employees of RADCOM with an Education Fund, to which each participating employee contributes an amount equal to 2.5% of such employee’s base salary and we contribute an amount equal to 7.5% of the employee’s base salary (generally up to a certain ceiling provided in the Israeli Income Tax Regulations).
Our principal competitors include NetScout System Inc., Infovista S.A. (acquired Empirix Inc.), Elisa Oyj (acquired Polystar), Anritsu Corporation, Viavi Solutions Inc. and EXFO Inc. In addition to these competitors, we expect competition from established and emerging communications, network management and test equipment companies, as well as traditional players in the network intelligence space such as Huawei, Ericsson and Nokia.
In addition to these competitors, we expect competition from established and emerging communications, network management and test equipment companies, as well as traditional players in the network intelligence space such as Huawei, Ericsson and Nokia.
We also plan to continue developing our solutions to integrate with service management systems while leveraging network data and GenAI to analyze and predict customer experiences, and to provide insights into service quality.
We also plan to continue developing our solutions to integrate with various network functions and with service management systems while leveraging network data, GenAI and Agentic AI to analyze and predict customer experience, and to provide insights into service quality. One of our key goals is to improve the capacity of our solutions, while reducing the total cost of ownership.
Data correlation is done from numerous sources, including network packets, generic network events, JavaScript Object Notation, protocol buffers, counters, VNF inputs/events, and call data records, or CDRs from legacy probes (normally packet-based), and other standards/frameworks as they evolve. 22 In addition to automated assurance, the RADCOM ACE platform provides multiple data analytics functions, such as RAN-DAF, management data analytics function, and network data analytics function, or NWDAF, which offer closed-loop automation.
Data correlation is done from numerous sources, including network packets, generic network events, JavaScript Object Notation, protocol buffers, counters, VNF inputs/events, and call data records, or CDRs from legacy probes (normally packet-based), and other standards/frameworks as they evolve.
Accordingly, any non-Israeli who acquires 5% or more of our ordinary shares will be required to notify the IIA that it has become an interested party and to sign an undertaking to comply with the Innovation Law.
Accordingly, any non-Israeli who acquires 5% or more of our ordinary shares will be required to notify the IIA that it has become an interested party and to sign an undertaking to comply with the Innovation Law. 30 Proprietary Rights To protect our rights to our intellectual property, we rely upon a combination of trademarks, contractual rights, trade secret law, copyrights, non-disclosure agreements and technical measures to establish and protect our proprietary rights in our solutions and technologies.
AI Models & Generative AI Introducing artificial intelligence and machine learning, or AI/ML, and GenAI models is proving transformative in the telecom industry. RADCOM was the first assurance vendor to announce a GenAI assurance application (NetTalk TM ) to enable operators to tap into the wealth of data insights from their existing network with RADCOM ACE.
RADCOM was the first assurance vendor to announce a GenAI assurance application (NetTalk TM ) to enable operators to tap into the wealth of data insights from their existing network with RADCOM ACE. RADCOM was also the first assurance vendor to announce a team of network related AI Agents.
In addition, with new technology rapidly evolving, AI and GenAI are central to the vision of next-generation network operations (AIOps). 19 Deploying a cloud-native AI-based assurance solution, is an essential part of a CSP’s network, derived by the need to smartly manage huge amounts of various network elements, data and services from multiple vendors and technologies.
Deploying a cloud-native AI-based assurance solution, is an essential part of a CSP’s network, derived by the need to smartly manage huge amounts of various network elements, data and services from multiple vendors and technologies. In addition, CSPs are facing strong competition both from other CSPs and from over-the-top, or OTT, players who are offering competing services.
We extend security through a native design, where elements that are deployed, distributed, and communicated, use encryption to enhance security, especially across domains. 20 Our Strategy Our objective is to be the worldwide market leader for 5G automated assurance solutions and customer experience analytics while maintaining our leadership by providing end-to-end network visibility.
Our Strategy Our objective is to be the worldwide market leader for 5G automated assurance solutions and customer experience analytics while maintaining our leadership by providing end-to-end network visibility.
Move to Open RAN While reducing costs, the move to open RAN also demands verification of interconnectivity between various systems, including servers, accelerators, base station software, and virtualization platform software. RADCOM safeguards quality and interoperability between environments and domains, identifying risks and faults in real-time and offering an end-to-end, birds-eye view of the network.
By collecting data in real-time from multiple RAN environments, including Open-Ran, RADCOM safeguards quality and interoperability between environments and domains, identifying risks and faults in real-time and offering an end-to-end, birds-eye view of the network.
CPSs’ adoption of 5G is accelerating while they continue to operate their 4G, 3G and 2G networks and search for superior solutions that will enable them full end-to-end network visibility. In addition, CSP’s requirement to run 5G network analytics in public cloud infrastructure is rising.
In order to fight for their customers’ satisfaction, CSPs will need to gain deeper insight into customer behavior end to end, enabling them to tailor processes based on customer preferences. CPSs’ adoption of 5G is accelerating while they continue to operate their 4G, 3G and 2G networks and search for superior solutions that will enable them full end-to-end network visibility.
This approach will enable us to introduce new product offerings to a broader audience, ranging from full-scale deployments and mid-tier implementations to limited-scope lab environments.
To seize this opportunity, we are productizing our industry-leading 5G assurance solution, RADCOM ACE, into a scalable, flexible package designed to meet the needs of operators of all sizes. This approach will enable us to introduce new product offerings to a broader audience, ranging from full-scale deployments and mid-tier implementations to limited-scope lab environments.
It seamlessly integrates into an operator’s cloud environment (OpenStack, VMWare, Kubernetes, etc.) and fully supports 5G, 4G, 3G and 2G. RADCOM ACE uses built-in AI/ML, and heuristic modeling to proactively and predictively monitor and troubleshoot the network with real-streaming analytics for a closed-loop approach to customer experience management.
It provides multiple solutions for telecom operators, including automated assurance, data insights through advanced AI/ML capabilities, advanced 5G troubleshooting, and revenue generation. RADCOM ACE uses built-in AI/ML, and heuristic modeling to proactively and predictively monitor and troubleshoot the network with real-streaming analytics for a closed-loop approach to customer experience management.
The platform uses a microservices architecture, which allows each part to be scaled, updated, or replaced. It offers real-time performance and elastic scalability. RADCOM ACE fully supports 5G SA and NSA and offers Service Based Architecture readiness for both, Service Based Interface, or SBI and non-SBI (supporting complex Control Plane and User Plane Separation correlation).
RADCOM ACE fully supports 5G SA and NSA and offers Service Based Architecture readiness for both, Service Based Interface, or SBI and non-SBI (supporting complex Control Plane and User Plane Separation correlation). RADCOM ACE encompasses intelligent, containerized, and stateless functions for collecting and correlating network events.
RADCOM ACE is a solution that samples, filters, manages, and load balances massive traffic volumes across multiple clouds from the edge to the network core. Using AI/ML and heuristic modeling, it proactively and predictively monitors and troubleshoots the network with automated root-cause analysis, anomaly detection, and insights into encrypted traffic for services such as video and data streaming.
Using AI/ML and heuristic modeling, it proactively and predictively monitors and troubleshoots the network with automated root-cause analysis, anomaly detection, and insights into encrypted traffic for services such as video and data streaming. The platform uses a microservices architecture, which allows each part to be scaled, updated, or replaced. It offers real-time performance and elastic scalability.
Move to the Cloud The move to automation is fueling the transition to the cloud, driving the need for software and virtual functions on the network. While software-controlled networks reduce capital and operational expenditures, they also demand interoperability with existing solutions across private, public, and hybrid domains.
While software-controlled networks reduce capital and operational expenditures, they also demand interoperability with existing solutions across private, public, and hybrid domains. RADCOM is designed as a scalable set of microservices that can operate across multiple technologies and domains, including public, private, and hybrid cloud environments.
As a result, we expect to allocate significant resources to research and development. In addition, in 2025 we plan to increase our sales and marketing efforts to drive additional growth.
In addition, we expect to increase our sales and marketing activities to support our growth objectives.
In addition, we are developing a prototype for a high-capacity user plane data capture and analytics solution powered by NVIDIA’s BlueField-3 data processing unit, designed to provide real-time, customer-level QoE insights. In parallel, we continued to enhance and develop both our cloud native virtualized network and 5G solutions to offer greater value and benefit to our current and potential customers.
We believe that this approach will provide cost effective assurance solutions, while the network data keeps growing. 28 In parallel, we continued to enhance and develop both our cloud native virtualized network and 5G solutions to offer greater value and benefit to our current and potential customers.
RADCOM promotes adherence to security standards while ensuring operators can maintain quality of service and connectivity.
Security CSPs need to prioritize security in their customer offerings. RADCOM promotes adherence to security standards while ensuring operators can maintain quality of service and connectivity. We extend security through a native design, where elements that are deployed, distributed, and communicated, use encryption to enhance security, especially across domains.
RADCOM offers a set of interactive reports that show the entire enterprise experience, with the ability to drill down to network issues and proactively resolve them. Customer Care Customer care is often the first touchpoint between the operator and a customer when an issue or problem arises.
By generating actionable insights, RADCOM ensures that every aspect of network performance and customer satisfaction is addressed efficiently even across encrypted interfaces—ensuring robust, end-to-end monitoring and analysis throughout. Customer Care Solutions Customer care is often the first touchpoint between the operator and a customer when an issue or problem arises.
As operators increasingly transition to standalone 5G, we see significant potential in offering our intelligent assurance solution to mid-tier operators. To seize this opportunity, we are productizing our industry-leading 5G assurance solution, RADCOM ACE, into a scalable, flexible package designed to meet the needs of operators of all sizes.
In addition to automated assurance, the RADCOM ACE platform provides multiple data analytics functions, such as RAN-DAF, management data analytics function, and network data analytics function, or NWDAF, which offer closed-loop automation. As operators increasingly transition to standalone 5G, we see significant potential in offering our intelligent assurance solution to mid-tier operators.
Removed
Award for network function virtualization, or NFV Innovation and being recommended for the most innovative cloud offering in the Glotel Awards competition.
Added
In October 2025, we announced the launch of the RADCOM High-Capacity User Analytics Solution. The solution enables telecom operators to process massive volumes of traffic across the entire network at the edge, reducing costs while unlocking real-time, customer-level insights. This announcement follows our previously announced integration of NVIDIA.
Removed
We intend to leverage our success with industry-leading customers as we seek to engage with other CSPs looking to transition to a 5G network or invest in cutting edge technology to proactively assure their customers experience while using automated assurance at the core of their operations.
Added
In November 2025, we announced that we have secured a contract for our Smart Network Visibility Solution through Rakuten Symphony for a leading mobile operator. Acting as a critical layer between the network and a mobile operator’s service assurance platform, the solution delivers accurate, intelligent data collection with flexible options for retention and delivery.
Removed
In addition, CSPs are facing strong competition both from other CSPs and from over-the-top, or OTT players who are offering more and more similar services. In order to fight for their customers’ satisfaction, CSPs will need to gain deeper insight into customer behavior end to end, enabling them to tailor processes based on customer preferences.
Added
We believe this will enable a comprehensive end-to-end view of the network while significantly reducing monitoring costs. In February 2026, we announced the launch of RADCOM Neura, an AI agent suite designed for integration into agentic AI ecosystems, created to transform service assurance from reactive monitoring into a foundational enabler of autonomous, intent-driven networks.
Removed
RADCOM is designed as a scalable set of microservices that can operate across multiple technologies and domains, including public, private, and hybrid cloud environments. It ensures network and business continuity, pinpointing the source of a problem or degradation in real-time.
Added
RADCOM Neura utilizes real-time customer-focused data from RADCOM ACE, combined with a comprehensive suite of AI and machine learning tools, to power a team of specialized AI agents. During 2026, we expect to continue to enhance and expand our product offerings and capabilities. We anticipate increased investment in research and development to support these efforts.
Removed
RADCOM ACE encompasses intelligent, containerized, and stateless functions for collecting and correlating network events.
Added
In addition, CSP’s requirement to run 5G network analytics in public cloud infrastructure is rising. Move to the Cloud The move to automation is fueling the transition to the cloud, driving the need for software and cloud-native functions in the network.
Removed
RADCOM ACE’s solutions include: RADCOM Advanced Network Troubleshooting RADCOM ACE offers advanced network troubleshooting capabilities, with the RADCOM Network Discovery suite of applications delivering real-time subscriber analytics for telecom operators to understand end-to-end service quality and optimize the network.
Added
It ensures network and business continuity, pinpointing the source of a problem or degradation in real-time. Move to Open-RAN While reducing costs, the move to Open-RAN also demands verification of interconnectivity between various components including servers, accelerators, base station software, and virtualization platform software.
Removed
Service-level awareness and appreciation of the customer experience through their subscribers’ eyes help operators take a customer-centric approach to managing their network operations and drive advanced fixed and mobile network troubleshooting and service optimization.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

59 edited+19 added−20 removed38 unchanged
Research and development expenses, net consist primarily of salaries and related expenses, including share-based compensation, payments for subcontractors and overhead expenses. Overhead expenses consist of a variety of costs, including rent, office and associated expenses. The R&D expenses have been partially offset by royalty-bearing grants from the IIA. Sales and Marketing expenses .
Research and Development expenses, Net . Research and development expenses, net consist primarily of salaries and related expenses, including share-based compensation, payments for subcontractors and overhead expenses. Overhead expenses consist of a variety of costs, including rent, office and associated expenses. The R&D expenses have been partially offset by royalty-bearing grants from the IIA. Sales and Marketing expenses .
The positive net cash flow in 2024 was primarily due to net income of approximately $7 million, share-based and restricted share compensation expenses of approximately $6.1 million, an increase in deferred revenue and advances from customers of approximately $5.4 million, an increase of approximately $1.8 million in employees and payroll accruals, an increase of approximately $1.5 million in other liabilities and accrued expenses and depreciation and amortization of $0.7 million.
The positive net cash flow in 2024 was primarily due to net income of approximately $7.0 million, share-based and restricted share compensation expenses of approximately $6.1 million, an increase in deferred revenue and advances from customers of approximately $5.4 million, an increase of approximately $1.8 million in employees and payroll accruals, an increase of approximately $1.5 million in other liabilities and accrued expenses and depreciation and amortization of $0.7 million.
Our accounts for share-based compensation are in accordance with ASC No. 718 “Compensation – Stock-based Compensation”, or ASC 718, which requires us to estimate the fair value of share-based payment awards on the grant date using an option-pricing model. We recognize compensation expenses for the value of its awards over the requisite service period of each of the awards.
Our accounts for share-based compensation are in accordance with ASC No. 718 “Compensation – Stock-based Compensation”, or ASC No. 718, which requires us to estimate the fair value of share-based payment awards on the grant date using an option-pricing model. We recognize compensation expenses for the value of its awards over the requisite service period of each of the awards.
We followed the below sales strategy in 2024 in order to expand our sales pipeline and revenues: ● We focused on leveraging our implementations with AT&T, Rakuten and other customers to expand our value proposition to additional carriers; ● We expanded our business with our key existing customers; ● We increased our investment in our sales and marketing resources and have expanded our reach through the engagement of local representatives; ● We invested in marketing campaigns globally to enhance our market positioning and open new opportunities; ● We continued to invest in research and development to maintain our recognized technological leadership in cloud-based, 5G solutions, to meet the requirements of our customers, and to develop new product offerings and capabilities; ● We invested in sales and marketing to create more sales engagements that can lead to additional multi-year contracts and increased market share; ● We invested in our professional services team and resources to meet our customers’ deployment, customization and support requirements and to allow us to successfully deliver multiple proof of concept demonstrations to potential new customers; and ● We pursued strategic partnerships.
We followed the below sales strategy in 2025 in order to expand our sales pipeline and revenues; ● We focused on leveraging our implementations with AT&T, Rakuten and other customers to expand our value proposition to additional carriers; ● We expanded our business with our key existing customers; ● We increased our investment in our sales and marketing resources and have expanded our reach through the engagement of local representatives; ● We invested in marketing campaigns globally to enhance our market positioning and open new opportunities; ● We continued to invest in research and development to maintain our recognized technological leadership in cloud-based, 5G solutions, to meet the requirements of our customers, and to develop new product offerings and capabilities; ● We invested in sales and marketing to create more sales engagements that can lead to additional multi-year contracts and increased market share; ● We invested in our professional services team and resources to meet our customers’ deployment, customization and support requirements and to allow us to successfully deliver multiple proof of concept demonstrations to potential new customers; and ● We pursued strategic partnerships.
Revenues . In general, our revenues derive from sales of our products or solutions, fixed-price projects, and sales of services which primarily include extended warranty, support services and managed services. Revenues consist of gross sales, less discounts and refunds, when applicable. Cost of revenues .
Revenues . In general, our revenues derive from sales of our products or solutions, fixed-price projects, and sales of services which primarily include extended warranty, support services and managed services. Revenues consist of gross sales, less discounts and refunds, when applicable. 33 Cost of revenues .
Our operating and financial review and prospects should be read in conjunction with our financial statements, accompanying notes thereto and other financial information appearing elsewhere in this Annual Report. 31 We commenced operations in 1991.
Our operating and financial review and prospects should be read in conjunction with our financial statements, accompanying notes thereto and other financial information appearing elsewhere in this Annual Report. We commenced operations in 1991.
Grants approved after January 1, 2024 will bear the higher of (i) the 12 months SOFR, plus 1%, or (ii) a fixed annual interest rate of 4%. 38 We are also obligated to pay royalties to the BIRD Foundation, with respect to sales of products based on technology resulting from research and development funded by the BIRD Foundation.
Grants approved after January 1, 2024 will bear the higher of (i) the 12 months SOFR, plus 1%, or (ii) a fixed annual interest rate of 4%. 39 We are also obligated to pay royalties to the BIRD Foundation, with respect to sales of products based on technology resulting from research and development funded by the BIRD Foundation.
Without derogating from the foregoing estimate regarding our existing capital resources and cash flows from operations, we may decide to raise additional funds in the future. We believe that, if required, we will be able to raise additional capital or reduce discretionary spending to provide the required liquidity beyond the next twelve months. Net Cash Provided by Operating Activities .
Without derogating from the foregoing estimate regarding our existing capital resources and cash flows from operations, we may decide to raise additional funds in the future. We believe that, if required, we will be able to raise additional capital or reduce discretionary spending to provide the required liquidity within the next twelve months. Net Cash Provided by Operating Activities .
Such accounting policies require significant judgments, assumptions, and estimations used in the preparation of the Consolidated Financial Statements, and actual results could differ materially from the amounts reported based on these policies. 39 Revenue recognition . We recognize revenues in accordance with ASC No. 606, “Revenue from Contracts with Customers”.
Such accounting policies require significant judgments, assumptions, and estimations used in the preparation of the Consolidated Financial Statements, and actual results could differ materially from the amounts reported based on these policies. 40 Revenue recognition . We recognize revenues in accordance with ASC No. 606, “Revenue from Contracts with Customers”.
Standalone selling prices of services are typically estimated based on observable transactions when these services are sold on a standalone basis or on a cost basis.
Standalone selling prices of services are typically estimated based on observable transactions when these services are sold on a standalone basis or on a cost-plus basis.
Impact of Inflation and Foreign Currency Fluctuations Most of our revenues are generated in U.S. dollars and the financing activities are made in U.S. dollars. We also generate revenues in Brazilian reals, or BRLs, euros and other currencies; however, we consider the U.S. dollar to be our functional currency.
Impact of Inflation and Foreign Currency Fluctuations Most of our revenues are generated in U.S. dollars and our financing activities are conducted in U.S. dollars. We also generate revenues in Brazilian reals, or BRLs, euros and other currencies; however, we consider the U.S. dollar to be our functional currency.
Control is either transferred over time or at a point in time, which affects the revenue recognition schedule. 40 Products . Revenues from sales of software solutions which include customer acceptance or software licenses only are recognized at a point in time of the acceptance of the solution or the point in time the software license is delivered. Services .
Control is either transferred over time or at a point in time, which affects the revenue recognition schedule. 41 Products . Revenues from sales of software solutions which include customer acceptance or software licenses only are recognized at a point in time of the acceptance of the solution or the point in time the software license is delivered. Services .
Assets and liabilities are translated at year-end exchange rates and statements of income items are translated at average exchange rates prevailing during the year. Such translation adjustments are recorded as a separate component of accumulated other comprehensive loss in shareholders’ equity.
Assets and liabilities are translated at year-end exchange rates and statements of income items are translated at average exchange rates prevailing during the year. Such translation adjustments are recorded as a separate component of accumulated other comprehensive losses in shareholders’ equity.
Grants received from the IIA before June 30, 2017, bear an annual interest rate that applied at the time of the approval of the applicable IIA file, and that interest rate will apply to all of the funding received under that IIA approval, and grants received from the IIA after June 30, 2017, bear an annual interest rate based on the 12-month LIBOR, until December 31, 2023, and as of January 1, 2024, bear an annual interest rate based on the 12-month SOFR, or at an alternative rate published by the Bank of Israel, with the addition of 0.72%.
Grants received from the IIA on applications that had been approved before June 30, 2017, bear an annual interest rate that applied at the time of the approval of the applicable IIA file, and that interest rate will apply to all of the funding received under that IIA approval, and grants received from the IIA on applications that had been approved after June 30, 2017, bear an annual interest rate based on the 12-month LIBOR, until December 31, 2023, and as of January 1, 2024, bear an annual interest rate based on the 12-month SOFR, or at an alternative rate published by the Bank of Israel, with the addition of 0.72%.
Our gross profit is affected by several factors, including the introduction of new products, price erosion due to increasing competition, the bargaining power of larger clients, the number of employees that we have in operations, deployment, software development customization, managed services and customer support, integration of third-party software components into our own, product mix, and exchange rate fluctuations. 32 Research and Development expenses, Net .
Our gross profit is affected by several factors, including the introduction of new products, price erosion due to increasing competition, the bargaining power of larger clients, the number of employees that we have in operations, deployment, software development customization, managed services and customer support, integration of third-party software components into our own, product mix, and exchange rate fluctuations.
Our cost of revenues for both 2024 and 2023 includes an expense of approximately $0.4 million for share-based compensation in each of the fiscal years. 34 The following table provides the operating costs and expenses of the Company in 2024 and 2023 as well as the percentage change of such expenses in 2024 as compared to 2023.
Our cost of revenues for both 2025 and 2024 includes an expense of approximately $0.4 million for share-based compensation in each of the fiscal years. The following table provides our operating costs and expenses for 2025 and 2024 as well as the percentage change of such expenses in 2025 as compared to 2024.
Royalty expenses relating to the IIA grants included in the cost of revenues for years ended December 31, 2024 and 2023 were approximately $1.8 million and $1.5 million, respectively. The total grants regarding projects that we have received from the IIA as of December 31, 2024 were approximately $50.2 million.
Royalty expenses relating to the IIA grants included in the cost of revenues for years ended December 31, 2025 and 2024 were approximately $2.1 million and $1.8 million, respectively. The total royalty-bearing grants regarding projects that we have received from the IIA as of December 31, 2025 were approximately $50.2 million.
Sales and marketing expenses consist primarily of salaries and related expenses, including share-based compensation, commissions and fees to third party representatives, advertising, trade shows, promotional expenses, domestic and international travels, web site maintenance, and overhead expenses. General and Administrative Expenses .
Sales and marketing expenses consist primarily of salaries and related expenses, including share-based compensation, commissions and fees to third party representatives, advertising, trade shows, promotional expenses, domestic and international travels, web site maintenance, amortization of purchased customer relationship, and overhead expenses. General and Administrative Expenses .
Royalties to the BIRD Foundation are generally payable at the rate of 5% of the sales of such products, up to 150% of the grant received, linked to the United States Consumer Price Index. As of December 31, 2024, we had a contingent obligation to pay the BIRD Foundation aggregate royalties in the amount of approximately $478,606. C.
Royalties to the BIRD Foundation are generally payable at the rate of 5% of the sales of such products, up to 150% of the grant received, linked to the United States Consumer Price Index. As of December 31, 2025, we had a contingent obligation to pay the BIRD Foundation aggregate royalties in an amount of approximately $478,035. C.
The main performance obligations would generally include: License for our software solutions, professional services, managed services, service type warranty and post-contract customer support, each of which are distinct. c) Determine the transaction price: The transaction price is the amount of consideration to which we are entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.
The main performance obligations would generally include: License for our software solutions, professional services, managed services, service type warranty and post-contract customer support, each of which are generally distinct as these promises are capable of being distinct and are separately identifiable. c) Determine the transaction price: The transaction price is the amount of consideration to which we are entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.
Cash and cash equivalents, and bank deposits on December 31, 2024, and 2023, were approximately $94.7 and $82.2 million, respectively. We believe that our existing capital resources and cash flows from operations will be adequate to satisfy our expected liquidity requirements through the next twelve months.
Cash and cash equivalents, and bank deposits on December 31, 2025, and 2024, were approximately $109.9 and $94.7 million, respectively. We believe that our existing capital resources and cash flows from operations will be adequate to satisfy our expected liquidity requirements through the next twelve months.
In the event that a project funded by the IIA does not result in the development of a product which generates revenues, we would not be obligated to repay the grants we received for the product’s development.
In the event that a project funded by the IIA does not result in a development which generates revenues, we would not be obligated to repay the grants we received for such development.
TREND INFORMATION According to industry research, as of January 2025, 67 operators in 35 countries, launched 5G standalone networks and we expect that the number of 5G SA deployments will grow in the coming years, although the pace of such growth is still unknown.
TREND INFORMATION According to industry research, as of January 2026, 89 operators in 48 countries, launched 5G standalone networks and we expect that the number of 5G SA deployments will grow in the coming years, although the pace of such growth is still unknown.
Our determination of the fair value of restricted share units or RSUs is based on the closing market value of the underlying shares at the date of grant. Business combination.
Our determination of the fair value of restricted share units or RSUs is based on the closing market value of the underlying shares at the date of grant. Income Taxes.
Fluctuations in exchange rates between the U.S. dollar, the BRL, euro, and other currencies in which we generate revenue, and the U.S. dollar, may also have an effect on our results of operations. With respect to our Brazilian subsidiary, the functional currency has been determined to be their local currency.
Fluctuations in exchange rates between the U.S. dollar, the BRL, euro, and other currencies in which we generate revenue, and the U.S. dollar, may also influence our results of operations. With respect to our Brazilian subsidiary, the functional currency has been determined to be its local currency.
Comparison of Financial Data for Year Ended December 31, 2023, compared with Year Ended December 31, 2022 For a discussion of the financial data for the year ended December 31, 2023, compared with the year ended December 31, 2022, see “Item 5.A. —Operating and Financial Review and Prospects—Operating Results—Results for the Year Ended December 31, 2023, compared to the Year Ended December 31, 2022” included in our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on April 2, 2024.
Comparison of Financial Data for Year Ended December 31, 2024, compared with Year Ended December 31, 2023 For a discussion of the financial data for the year ended December 31, 2024, compared with the year ended December 31, 2023, see “Item 5.A.—Operating and Financial Review and Prospects—Operating Results—Results for the Year Ended December 31, 2024, compared to the Year Ended December 31, 2023” included in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on March 26, 2025.
OPERATING RESULTS Results for the Year Ended December 31, 2024, compared to Year Ended December 31, 2023 The following table sets forth, for the periods indicated, certain financial data expressed as a percentage of revenues: Year ended December 31, 2024 2023 Revenues 100 % 100 % Cost of revenues 25.8 26.7 Gross profit 74.2 73.3 Operating expenses: Research and development 30.6 37.9 Less royalty-bearing participation 1.1 1.4 Research and development, net 29.5 36.5 Sales and marketing 29.2 28.3 General and administrative 10.5 9.8 Total operating expenses 69.1 74.6 Operating income (loss) 5.1 (1.3 ) Financial income, net 6.7 8.8 Income before taxes on income 11.8 7.5 Taxes on income (0.4 ) (0.4 ) Net Income 11.4 7.1 33 Revenues Year Ended December 31, (in millions of U.S. dollars) 2024 2023 Products 28.2 22.8 Services 32.8 28.8 Total Revenues 61.0 51.6 Revenues .
OPERATING RESULTS Results for the Year Ended December 31, 2025, compared to Year Ended December 31, 2024 The following table sets forth, for the periods indicated, certain financial data expressed as a percentage of revenues: Year ended December 31, 2025 2024 Revenues 100 % 100 % Cost of revenues 24.0 25.8 Gross profit 76.0 74.2 Operating expenses: Research and development 28.3 30.6 Less royalty-bearing participation 0.5 1.1 Research and development, net 27.8 29.5 Sales and marketing 27.5 29.2 General and administrative 9.0 10.5 Total operating expenses 64.3 69.1 Operating income 11.7 5.1 Financial income, net 6.0 6.7 Income before taxes on income 17.7 11.8 Taxes on income (0.8 ) (0.4 ) Net Income 16.9 11.4 Revenues Year Ended December 31, (in millions of U.S. dollars) 2025 2024 Products 36.9 28.2 Services 34.6 32.8 Total Revenues 71.5 61.0 Revenues .
Cost of revenues also consists of the use of hardware, inventory write-offs, importation taxes, shipping and handling costs, license fees for software components of third parties, hardware warranty expenses, allocation of overhead expenses, subcontractors’, royalties to the IIA and share-based compensation.
Cost of revenues also consists of the use of hardware, inventory write-offs, importation taxes, shipping and handling costs, license fees for software components of third parties, hardware warranty expenses, allocation of overhead expenses, subcontractors, royalties to the IIA, change in deferred inventory, amortization of purchased technology and share-based compensation.
This was partially offset by a decrease in deferred revenue and advances from customers of approximately $5.6 million, an increase in accrued interest on short-term bank deposits of approximately $2.2 million, and an increase of approximately $2.3 million in trade receivables, net.
This was partially offset by a decrease in deferred revenue and advances from customers of approximately $5.7 million, an increase of approximately $1.2 million in trade receivables, net, and an increase of approximately $0.4 million in accrued interest on bank deposits.
We recorded such grants from the IIA in the total amount of approximately $0.7 million in 2024 and $0.8 million in each of 2023 and 2022.
We recorded such grants from the IIA in the total amount of approximately $0.4 million in 2025, $0.7 million in 2024, and $0.7 million 2023.
Year ended December 31, (in millions of U.S. dollars) % Change 2024 vs. 2024 2023 2023 Research and development 18.7 19.6 (4.6 ) Less royalty-bearing participation 0.7 0.8 (12.5 ) Research and development, net 18.0 18.8 (4.3 ) Sales and marketing 17.8 14.6 21.9 General and administrative 6.4 5.1 25.5 Total operating expenses 42.2 38.5 9.6 Research and Development Expenses, gross .
Year ended December 31, (in millions of U.S. dollars) % Change 2025 vs. 2025 2024 2024 Research and development 20.2 18.7 8.0 Less royalty-bearing participation 0.3 0.7 (57.1 ) Research and development, net 19.9 18.0 10.6 Sales and marketing 19.7 17.8 10.7 General and administrative 6.4 6.4 0.0 Total operating expenses 46.0 42.2 9.0 Research and Development Expenses, gross .
As of December 31, 2024, our cash and cash equivalents and bank deposits totaled approximately $94.7 million, compared with cash and cash equivalents and bank deposits of approximately $82.2 million as of December 31, 2023. Our 2024 and 2023 income includes non-cash expenses due to share-based compensation of approximately $6.1 million in each of such fiscal years.
As of December 31, 2025, our cash and cash equivalents and bank deposits totaled approximately $109.9 million, compared with cash and cash equivalents and bank deposits of approximately $94.7 million as of December 31, 2024. Our 2025 and 2024 income includes non-cash expenses due to share-based compensation of approximately $6.1 million in each of 2025 and 2024.
Summary of Our Financial Performance for the Fiscal Year Ended 2024 Compared to the Fiscal Year Ended 2023 For the year ended December 31, 2024, our revenues were approximately $61.0 million, compared to approximately $51.6 million in 2023, reflecting an increase of approximately 18.2%.
Summary of Our Financial Performance for the Fiscal Year Ended 2025 Compared to the Fiscal Year Ended 2024 For the year ended December 31, 2025, our revenues were approximately $71.5 million, compared to approximately $61.0 million in 2024, reflecting an increase of approximately 17.2%.
As of December 31, 2024, the accumulated interest was approximately $28.6 million, the accumulated royalties paid to the IIA were approximately $22.6 million and our total amount of contingent liability to the IIA in respect of grants received was, according to our records, approximately $56.2 million.
As of December 31, 2025, the accumulated interest was approximately $30.4 million, the accumulated royalties paid to the IIA were approximately $24.6 million and our total amount of contingent liability to the IIA in respect of grants received was, according to our records, approximately $56.0 million.
Net cash provided by operating activities was approximately $11.4 million in 2024 compared to net cash provided by operating activities of approximately $4.7 million in 2023.
Net cash provided by operating activities was approximately $14.6 million in 2025 compared to net cash provided by operating activities of approximately $11.4 million in 2024.
An increase or a decrease in our total revenues would not necessarily result in a proportional increase or decrease in the levels of our research and development expenditures, which could affect our operating margin. Sales and Marketing Expenses. Sales and marketing expenses increased from approximately $14.6 million in 2023 to approximately $17.8 million in 2024.
An increase or a decrease in our total revenues would not necessarily result in a proportional increase or decrease in the levels of our research and development expenditures, which could affect our operating margin. Sales and Marketing Expenses.
Investments We may in the future undertake hedging or other similar transactions or invest in market risk-sensitive instruments, if our management determines that it is necessary to offset risks such as foreign currency and interest rate fluctuations.
Investments We may, in the future, undertake hedging or similar transactions, or invest in instruments that are sensitive to market risks, if management determines that such actions are necessary to mitigate risks, including foreign currency and interest rate fluctuations.
Revenues per geographic region, based on the location of the end-customer Year Ended December 31, (in millions of U.S. dollars) Year Ended December 31, (as percentages) 2024 2023 2024 2023 North America 36.1 31.8 59.1 61.7 Asia 12.7 9.8 20.9 18.9 Latin America 0.3 1.3 0.5 2.5 EMEA (including Israel) 11.9 8.7 19.5 16.9 Total revenues 61.0 51.6 100 % 100 % In 2024, our three largest customers amounted to approximately 88% of our total consolidated revenues.
The increase in services revenues mainly relates to an increase of revenues from existing customers in North America. 35 Revenues per geographic region, based on the location of the end-customer Year Ended December 31, (in millions of U.S. dollars) Year Ended December 31, (as percentages) 2025 2024 2025 2024 North America 38.9 36.1 54.3 59.1 Asia 9.9 12.7 13.9 20.9 Latin America 0.2 0.3 0.3 0.5 EMEA (including Israel) 22.5 11.9 31.5 19.5 Total revenues 71.5 61.0 100 % 100 % In 2025, our three largest customers amounted to approximately 86% of our total consolidated revenues.
In 2023 our two largest customers amounted to approximately 76% our total consolidated revenues. Cost of Revenues and Gross Profit Year Ended December 31, (in millions of U.S. dollars) 2024 2023 Products 7.1 5.7 Services 8.6 8.1 Total cost of revenues 15.7 13.8 Gross profit 45.3 37.8 Cost of Revenues .
In 2024, our three largest customers amounted to approximately 88% our total consolidated revenues. Cost of Revenues and Gross Profit Year Ended December 31, (in millions of U.S. dollars) 2025 2024 Products 10.2 7.1 Services 7.0 8.6 Total cost of revenues 17.2 15.7 Gross profit 54.3 45.3 Cost of Revenues .
Research and development expenses, gross, decreased from approximately $19.6 million in 2023 to approximately $18.7 million in 2024. As a percentage of total revenues, research and development expenses, gross, decreased from approximately 37.9% in 2023 to approximately 30.6% in 2024.
Research and development expenses, gross increased from approximately $18.7 million in 2024 to approximately $20.2 million in 2025. As a percentage of total revenues, research and development expenses, gross, decreased from approximately 30.6% in 2024 to approximately 28.3% in 2025.
This was partially offset by an increase of approximately $5.6 million in trade receivables, net, an increase of approximately $2.2 million in other account receivables and prepaid expenses, a decrease of $1.8 million in accrued interest on bank deposits and an increase of approximately $1.4 million in inventory.
This was partially offset by an increase of approximately $5.6 million in trade receivables, net, an increase of approximately $2.2 million in other account receivables and prepaid expenses, a decrease of $1.8 million in accrued interest on bank deposits and an increase of approximately $1.4 million in inventory. 38 The trade receivables and days of sales outstanding are primarily impacted by payment terms, variations in the levels of shipment in the quarter, and collections performance.
Our operating activities generated approximately $11.4 million in cash during 2024, compared to approximately $4.7 million generated in 2023. Our net income for the year ended December 31, 2024, was approximately $7 million, compared to a net income of approximately $3.7 million in 2023.
Our operating activities generated approximately $14.6 million in cash during 2025, compared to approximately $11.4 million generated in 2024, reflecting an increase of approximately 28.1%. Our net income for the year ended December 31, 2025, was approximately $12.0 million, compared to a net income of approximately $7.0 million in 2024, reflecting an increase of approximately 71.4%.
The primary purpose of the invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive or provide financing. d) Allocate the transaction price to the performance obligations in the contract: For software licenses where the standalone selling prices, cannot be determined based on observable prices, given the same products are sold for a broad range of amounts and the selling price is highly variable, the standalone selling prices included in a contract with multiple performance obligations are determined by applying a residual approach.
For software licenses where the standalone selling prices, cannot be determined based on observable prices, given the same products are sold for a broad range of amounts and the selling price is highly variable, the standalone selling prices included in a contract with multiple performance obligations are determined by applying a residual approach.
Based on the weight of available evidence, we believe it is more likely than not that all of our deferred tax assets will not be realized. B.
We recorded a valuation allowance of approximately $11.4 million as of December 31, 2025, for all of our deferred tax assets. Based on the weight of available evidence, we believe it is more likely than not that all of our deferred tax assets will not be realized. B.
Accordingly, we consider the U.S. dollar to be our functional currency and our consolidated financial statements are prepared in dollars. As we evaluate our growth prospects and manage our operations for the future, we believe that the deployments of 5G by leading CSPs will drive our growth.
Accordingly, we consider the U.S. dollar to be our functional currency, and our consolidated financial statements are prepared in dollars. We believe that continued 5G deployments by leading CSPs, as well as the expansion of our existing customer base and new customer engagements, are expected to support our future growth.
The positive net cash flow in 2023 was primarily due to share-based and restricted share compensation expenses of approximately $6.1 million, net income of approximately $3.7 million, an increase in other liabilities and accrued expenses of approximately $2.2 million, a decrease of approximately $1.4 million in other account receivables and prepaid expenses, a decrease in inventory of approximately $0.6 million, depreciation and amortization of $0.6 million, and an increase of approximately $0.2 million in employees and payroll accruals.
The positive net cash flow in 2025 was primarily due to net income of approximately $12.0 million, share-based compensation expenses of approximately $6.1 million, a decrease of approximately $1.3 million in inventory, depreciation and amortization of approximately $0.7 million, an increase of approximately $0.5 million in other liabilities and accrued expenses, an increase of approximately $0.5 million in severance pay, net, a decrease of approximately $0.4 million in operating lease right-of-use assets and liabilities, net, and an overall increase of approximately $0.2 million in trade payables.
Based on our budget for 2025, we expect that a change of NIS 0.10 to the exchange rate of the NIS to U.S. dollar will change our expenses expressed in dollar terms by approximately $625,000 per fiscal year and vice versa.
Based on our budget for 2026, we expect that a change of NIS 0.10 to the exchange rate of the NIS to U.S. dollar will change our expenses expressed in dollar terms by approximately $0.8 million per fiscal year and vice versa. 37 Effective Corporate Tax Rate As of January 1, 2018, Israeli resident companies were generally subject to corporate tax at the rate of 23%.
In 2024, we invested approximately $75.5 million in bank deposits, received approximately $73.2 million from the maturity of a short-term bank deposit and invested approximately $0.4 million for the purchase of equipment. 37 In 2023, we invested approximately $2.5 million in acquiring Continual, invested approximately $65 million in bank deposits, received approximately $64.1 million from the maturity of a short-term bank deposit and invested approximately $0.2 million for the purchase of equipment.
In 2025, we invested approximately $95.0 million in bank deposits, received approximately $91.4 million from the maturity of a short-term bank deposit and invested approximately $0.4 million for the purchase of equipment.
In 2024, our revenues increased by approximately $9.4 million, or approximately 18.2%, compared to 2023 due to an increase of approximately $5.4 million in product revenues, and an increase of approximately $4.0 million in services revenues. The increase in product revenues relates mainly to an increase in revenues in EMEA and North America and derives from existing customers.
In 2025, our revenues increased by approximately $10.5 million, or approximately 17.2%, compared to 2024, primarily driven by an increase of approximately $8.7 million in product revenues, and an increase of approximately $1.8 million in services revenues. The increase in product revenues was mainly driven by higher activity in EMEA and North America, primarily from existing customers.
Our non-Israeli subsidiaries will generally be subject to applicable federal, state and local taxation, and we may also be subject to taxation in the other foreign jurisdictions in which we own assets, have employees or conduct business activities. We recorded a valuation allowance of approximately $12 million on December 31, 2024, for all of our deferred tax assets and liabilities.
For more information on taxation, see “Item 10.E - Taxation.” Our effective corporate tax rate may exceed the Israeli tax rate. Our non-Israeli subsidiaries will generally be subject to applicable federal, state and local taxation, and we may also be subject to taxation in the other foreign jurisdictions in which we own assets, have employees or conduct business activities.
We do not generate taxable income in Israel, as we have historically incurred operating losses resulting in carry forward losses for tax purposes totaling approximately $38.5 million and an additional $1.7 million of capital loss as of December 31, 2024. We believe that we will be able to carry forward these tax losses to future tax years.
Israeli resident companies are generally subject to capital gains tax at the corporate tax rate. We have not generated taxable income in Israel, as we have historically incurred operating losses resulting in carry forward losses for tax purposes totaling approximately $27.6 million and an additional $1.7 million of capital loss as of December 31, 2025.
The increase in inventories in 2024 was mainly due to an increase in inventory delivered to customers for which revenue criteria have not been met. Net Cash Used in Investing Activities. Our investing activities generally consist of the purchase of equipment and investment in bank deposits.
Trade receivables for 2025 increased to approximately $20.2 million from approximately $19.0 million in 2024. The decrease in inventories in 2025 was mainly due to an increase in inventory delivered to customers for which revenue criteria have been met and recognized. Net Cash Used in Investing Activities.
Our general and administrative expenses included approximately $1.6 million for share-based compensation in 2024, as compared to approximately $1.2 million for share-based compensation in 2023. Financial Income, Net . In 2024, the financial income, net, was approximately $4.1 million, as compared to financial income, net, of approximately $4.6 million in 2023.
As a percentage of total revenues, general and administrative expenses decreased from 10.5% in 2024 to 9.0% in 2025, primarily due to revenue growth outpacing the increase in expenses. Our general and administrative expenses included approximately $1.7 million of share-based compensation in 2025, compared to approximately $1.6 million in 2024. Financial Income, Net .
We do not expect to pay taxes in Israel, on our incomes from operations, until we utilize our carry forward tax losses. We may be required to pay taxes on our passive income, if any. For more information on taxation, see “Item 10.E — Taxation.” 36 Our effective corporate tax rate may exceed the Israeli tax rate.
We believe that we will be able to carry forward these tax losses to future tax years. We do not expect to be subject to material taxes in Israel on income from operations until we utilize our carry forward tax losses. We may be required to pay taxes on our passive income, if any.
Net cash used in investing activities in 2024 was approximately $2.7 million, compared to net cash used in investing activities in 2023 of $3.6 million.
Our investing activities generally consist of investment in bank deposits and purchase of equipment. Net cash used in investing activities in 2025 was approximately $4.0 million, compared to net cash used in investing activities in 2024 of $2.7 million.
Our sales and marketing expenses included an expense of approximately $2.0 million for share based compensation in 2024, as compared to approximately $1.8 million for share-based compensation in 2023. 35 General and Administrative Expenses . General and administrative expenses increased from approximately $5.1 million in 2023 to approximately $6.4 million in 2024.
As a percentage of total revenues, sales and marketing expenses decreased from 29.2% in 2024 to 27.5% in 2025, primarily due to revenue growth outpacing the increase in expenses. Our sales and marketing expenses included approximately $2.3 million of share-based compensation in 2025, compared to approximately $2.0 million in 2024. General and Administrative Expenses .
During 2024, our gross profit as a percentage of revenues, calculated to include variable costs such as salaries and related expenses was approximately 74.2% compared to approximately 73.3% in 2023.
During 2025, our gross profit as a percentage of revenues was approximately 76.0% compared to approximately 74.2% in 2024. Total cost of revenues increased by approximately $1.5 million in 2025 compared to 2024, primarily due to higher product-related costs, partially offset by a decrease in services-related costs.
The decrease in our gross research and development expenses is attributable mostly to share-based compensation and salary expenses due to favorable impact of foreign exchange rate fluctuations. As of December 31, 2024, and December 31, 2023, our total research and development headcount, including contractors, was 134 and 137 respectively.
As of December 31, 2025, and December 31, 2024, our total research and development headcount, including contractors, was 152 and 134, respectively. Our research and development costs included an expense of approximately $1.8 million for share-based compensation in 2025, as compared to approximately $2.0 million in 2024.
As a result, we will continue to allocate significant resources to research and development to drive innovation and growth. We believe that our research and development efforts are a key element of our strategy and are essential to our success.
We plan to continue strategic investments in research and development to deliver advanced intelligent solutions, including agent-to-agent and multi-model workflows, while supporting our strategic partnerships and productization efforts. 36 We believe that our research and development efforts are a key element of our strategy and are essential to our success.
Removed
Reportable Segments Management receives sales information by customers and by geographical regions. Cost of revenues, research and development, sales and marketing, and general and administrative expenses are reported on a combined basis only ( i.e. , they are not allocated to product groups or geographical regions).
Added
Reportable Segments Management, including the Chief Operating Decision Maker (CODM), reviews financial information on a consolidated basis for purposes of evaluating performance and allocating resources. While revenue information is reviewed by customer and geographical region, operating expenses and operating income are not allocated to product groups or geographical regions.
Removed
Because a measure of operating profit or loss by product groups or geographical regions is not presented to management due to shared resources, we have concluded that we operate in one reportable segment. A.
Added
As such, we have determined that we operate in a single reportable segment. 34 A.
Removed
The increase in services revenues relates to EMEA and Asia and mainly derives from existing customers.
Added
The increase in our gross research and development expenses was primarily attributable to an increase in salary and related expenses and driven by an increase in headcount, as well as the impact of foreign exchange rate fluctuations on expenses denominated in non-U.S. dollar currencies.
Removed
Our research and development costs included an expense of approximately $2.0 million for share-based compensation in 2024, as compared to approximately $2.7 million for share-based compensation in 2023. We are committed to continuously enhancing and expanding our product offerings and capabilities. Additionally, we plan to continue investing in our cloud solutions, 5G, automation, and AI.
Added
Our research and development efforts are focused on strengthening collaborations, fostering innovation, and expanding our product portfolio.
Removed
The increase in our sales and marketing expenses is mainly related to supporting our revenue growth and was also attributable to an increase of sales efforts and expansion of the global sales and marketing team in 2024 compared to 2023. As a percentage of total revenues, sales and marketing expenses were 29.2% in 2024, compared to 28.3% in 2023.
Added
Sales and marketing expenses increased from approximately $17.8 million in 2024 to approximately $19.7 million in 2025, primarily attributable to higher salary and related expenses, as well as an increase in share-based compensation expenses, and other operating expenses.
Removed
The increase in our general and administrative expenses is mainly attributed to an increase in share-based compensation expenses and to an increase in professional services expenses in 2024 compared to 2023. As a percentage of total revenues, general and administrative expenses were 10.5% in 2024, compared to 9.8% in 2023.
Added
General and administrative expenses remained relatively stable at approximately $6.4 million in both 2025 and 2024. The overall stability reflects modest increases in share-based compensation, salary and related expenses and professional fees, partially offset by a decrease in director fees and related expenses compared to 2024.
Removed
The decrease in our financial income, net is related to a negative impact of currency exchange rates. Taxes on Income . In 2024, we recorded tax expenses of approximately $234,000 as compared to tax expenses of approximately $182,000 in 2023. Tax expenses are mainly related to tax expenses of RADCOM India and RADCOM US.
Added
Financial income, net, increased from approximately $4.1 million in 2024 to approximately $4.3 million in 2025, primarily attributable to an increase in interest income. Taxes on Income .
Removed
Effective Corporate Tax Rate As of January 1, 2018, Israeli resident companies were generally subject to corporate tax at the rate of 23%. Israeli resident companies are generally subject to capital gains tax at the corporate tax rate.
Added
Taxes on income increased by approximately $0.4 million, from approximately $0.2 million in 2024 to approximately $0.6 million in 2025, primarily attributable to expenses related to uncertain tax positions of RADCOM Ltd, as well as federal and sales taxes of RADCOM US.
Removed
The trade receivables and days of sales outstanding are primarily impacted by payment terms, variations in the levels of shipment in the quarter, and collections performance. Trade receivables for 2024 increased to approximately $19 million from approximately $13.4 million in 2023.
Added
In 2024, we invested approximately $75.5 million in bank deposits, received approximately $73.2 million from the maturity of a short-term bank deposit and invested approximately $0.4 million for the purchase of equipment. Net Cash provided by (Used in) Financing Activities. In 2025, net cash provided by financing activities was approximately $0.3 million from the exercise of options.
Removed
Net Cash provided by (Used in) Financing Activities. In 2024 and in 2023, there was no net cash provided by or used in financing activities. On April 30, 2023, we acquired the technology, intellectual property, and customer agreements of Continual for $2.5 million in cash.
Added
In 2024, there was no net cash provided by or used in financing activities. As of December 31, 2025, our material cash requirements from contractual obligations consist primarily of operating lease liabilities for our offices and facilities, as well as purchase commitments entered in the ordinary course of business.
Removed
The post-acquisition synergies from integrating Continual’s technology into our portfolio contributed to our product and services offering and to our operation. While we expect to continue to grow organically, we expect to continue to evaluate additional potential transactions to purchase other companies or technologies in the field in which we operate.

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Item 6. [Reserved]

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

50 edited+7 added−13 removed39 unchanged
As stated in our Compensation Committee Charter and as provided under the Israeli Companies Law and the Nasdaq Listing Rules, our Compensation Committee is responsible for (i) proposing Office Holder compensation policies to the Board, (ii) proposing necessary revisions to any compensation policy and examining its implementation, (iii) determining whether to approve transactions with respect to compensation of Office Holders, (iv) determining, in accordance with Office Holder compensation policies, whether to exempt an engagement with an unaffiliated nominee for the position of chief executive officer from requiring shareholder approval, and (v) administration of our share option plan.
As stated in our Compensation Committee Charter and as provided under the Israeli Companies Law and the Nasdaq Listing Rules, our Compensation Committee is responsible for (i) proposing Office Holder compensation policies to the Board of Directors, (ii) proposing necessary revisions to any compensation policy and examining its implementation, (iii) determining whether to approve transactions with respect to compensation of Office Holders, (iv) determining, in accordance with Office Holder compensation policies, whether to exempt an engagement with an unaffiliated nominee for the position of chief executive officer from requiring shareholder approval, and (v) administration of our share option plan.
On July 31, 2019, our Board adopted the Exemption. As a result of the adoption of the Exemption, we do not currently have External Directors serving on our Board. We are in compliance with the Nasdaq Listing Rules requirements as to the composition of our Board.
On July 31, 2019, our Board of Directors adopted the Exemption. As a result of the adoption of the Exemption, we do not currently have any external directors serving on our Board. We are in compliance with the Nasdaq Listing Rules requirements as to the composition of our Board of Directors.
A director or executive officer may not be present when the Board discusses or votes upon the terms of his or her compensation, unless the chairman of the Board determines that he or she should be present to present the transaction that is subject to approval.
A director or executive officer may not be present when the Board of Directors discusses or votes upon the terms of his or her compensation, unless the chairman of the Board determines that he or she should be present to present the transaction that is subject to approval.
Our directors are elected by the shareholders at the annual general meeting of the shareholders, except in certain cases where directors are appointed by the Board of Directors and their appointment is later ratified at the first meeting of the shareholders thereafter. All of our directors were elected by our shareholders at our annual general meeting.
Our directors are elected by the shareholders at the annual general meeting of the shareholders, except in certain cases where directors are appointed by the Board of Directors and their appointment is later ratified at the first meeting of the shareholders thereafter. All of our current directors were elected by our shareholders at our annual general meeting.
Under the Israeli Companies Law and the Nasdaq Listing Rules, our Audit Committee is responsible for, among others (i) determining whether there are deficiencies in the business management practices of our Company, including in consultation with our internal auditor or the independent auditor, and making recommendations to the Board to improve such practices, (ii) determining whether to approve certain related party transactions (including transactions in which an Office Holder has a personal interest) and whether such transaction should be deemed as material or extraordinary, (iii) where the Board approves the working plan of the internal auditor, to examine such working plan before its submission to the Board and propose amendments thereto, (iv) examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose of its responsibilities, (v) examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our Board or shareholders, depending on which of them is considering the appointment of our auditor, and (vi) establishing procedures for the handling of employee complaints as to the management of our business and the protection to be provided to such employees. 48 Compensation Committee The current members of our Compensation Committee are, Oren Most, Yaron Ravkaie and Andre Fuetsch.
Under the Israeli Companies Law and the Nasdaq Listing Rules, our Audit Committee is responsible for, among others (i) determining whether there are deficiencies in the business management practices of our Company, including in consultation with our internal auditor or the independent auditor, and making recommendations to the Board to improve such practices, (ii) determining whether to approve certain related party transactions (including transactions in which an Office Holder has a personal interest) and whether such transaction should be deemed as material or extraordinary, (iii) where the Board approves the working plan of the internal auditor, to examine such working plan before its submission to the Board and propose amendments thereto, (iv) examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose of its responsibilities, (v) examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our Board or shareholders, depending on which of them is considering the appointment of our auditor, and (vi) establishing procedures for the handling of employee complaints as to the management of our business and the protection to be provided to such employees. 48 Compensation Committee The current members of our Compensation Committee are, Oren Most, Sami Totah and Andre Fuetsch.
Mr. Amit holds a B.Sc. in electrical engineering from Tel Aviv University. There are no family relationships between any of the directors or executive officers named above. 44 B.
Mr. Amit holds a B.Sc. in electrical engineering from Tel Aviv University. There are no family relationships between any of the directors or executive officers named above. B.
In addition, as resolved at the 2024 AGM, we grant our directors (other than our Chairman, our former Executive Chairman and Mr. Fuetsch), a grant reflecting 6,000 RSUs and 8,000 options, annually, both for the term for which such director is appointed, elected or re-elected, or the General Director Grant. Such grants vest in equal monthly installments.
In addition, as resolved at the 2024 AGM, we grant our directors (other than our Chairman and Mr. Fuetsch), a grant reflecting 6,000 RSUs and 8,000 options, annually, both for the term for which such director is appointed, elected or re-elected, or the General Director Grant. Such grants vest in equal monthly installments.
COMPENSATION The following table presents information regarding compensation accrued in our financial statements for our five most highly compensated office holders (within the meaning of the Israeli Companies Law), during or with respect to the year ended December 31, 2024.
COMPENSATION The following table presents information regarding compensation accrued in our financial statements for our five most highly compensated office holders (within the meaning of the Israeli Companies Law), during or with respect to the year ended December 31, 2025.
(formerly Nasdaq: ARLC) in 1988, a company focused on offering integrated video, audio and data-enabled conferencing solutions, including real time Interactive Distance Learning, and served as Chief Executive Officer, or CEO, Chief Financial Officer, or CFO, and director, leading the company to its initial public offering on Nasdaq in 1994. Ms. Bennun also co-founded ArelNet Ltd.
(formerly Nasdaq: ARLC) in 1988, a company focused on offering integrated video, audio and data-enabled conferencing solutions, including real time Interactive Distance Learning, and served as Chief Executive Officer, Chief Financial Officer, and director, leading the company to its initial public offering on Nasdaq in 1994. Ms. Bennun also co-founded ArelNet Ltd.
These amounts do not include the expense of share-based compensation as per ASC 718.
These amounts do not include the expense of share-based compensation as per ASC No. 718.
Mr. Ravkaie is the Chairman of the Compensation Committee. Our Board of Directors has determined that each of the members of our Compensation Committee is independent within the meaning of the Nasdaq Listing Rules. The Compensation Committee operates under a charter that is posted on our website.
Mr. Totah is the Chairman of the Compensation Committee. Our Board of Directors has determined that each of the members of our Compensation Committee is independent within the meaning of the Nasdaq Listing Rules. The Compensation Committee operates under a charter that is posted on our website.
We measure the compensation expense for all share-based payments (including employee stock options) at fair value, in accordance with ASC 718. We recorded an expense of approximately $6.1 million for share-based compensation plans during 2024.
We measure the compensation expense for all share-based payments (including employee stock options) at fair value, in accordance with ASC No. 718. We recorded an expense of approximately $6.1 million for share-based compensation plans during 2025.
The 2013 Plan expired on April 2, 2023, or the 2013 Plan Expiration Date. Under the 2013 Plan, we were able to grant Options, restricted shares and RSUs to our employees, directors, consultants and contractors. As of the 2013 Plan Expiration Date, we had granted 1,278,808 Options and 2,554,031 RSUs under the 2013 Plan.
Under the 2013 Plan, we were able to grant Options, restricted shares and RSUs to our employees, directors, consultants and contractors. As of the 2013 Plan Expiration Date, we had granted 1,278,808 Options and 2,554,031 RSUs under the 2013 Plan.
Eppstein was Vice President at Ericsson Japan K.K from 2013 to 2014, managing the relationship with a major telecommunications company and the sales and delivery of software, hardware, and system integration services. Mr. Eppstein holds a B.A. in Public Policy from the Hebrew University of Jerusalem. Ms. Hadar Rahav has served as our Chief Financial Officer since January 2022. Ms.
Eppstein was Vice President at Ericsson Japan K.K from 2013 to 2014, managing the relationship with a major telecommunications company and the sales and delivery of software, hardware, and system integration services. Mr. Eppstein holds a B.A. in Public Policy from the Hebrew University of Jerusalem. 44 Mr. Hod Cohen has served as our Chief Financial Officer since January 2026.
Shareholder approval is generally required when (i) approval by our Board of Directors and our Compensation Committee is not consistent with our Compensation Policy which was last adopted by annual meeting of shareholders on July 21, 2022, or (ii) the compensation is that of our Chief Executive Officer.
Shareholder approval is generally required when (i) approval by our Board of Directors and our Compensation Committee is not consistent with our Compensation Policy which was last adopted by annual meeting of shareholders on December 3, 2025, or (ii) the compensation is that of our Chief Executive Officer.
Audit Committee The current members of our Audit Committee are, Sami Totah, David (Dudi) Ripstein, Yaron Ravkaie and Rami Schwartz. Mr. Schwartz is the Chairman of the Audit Committee. Our Board of Directors has determined that each of the members of our Audit Committee is independent within the meaning of the Nasdaq Listing Rules.
Audit Committee The current members of our Audit Committee are David (Dudi) Ripstein, Yaron Ravkaie and Oren Most. Mr. Ravkaie is the Chairman of the Audit Committee. Our Board of Directors has determined that each of the members of our Audit Committee is independent within the meaning of the Nasdaq Listing Rules.
(formerly TASE: ARNT), a pioneer in the field of Voice over IP, and served as CEO and as a director, leading the company to its initial public offering on TASE and until its acquisition by Airspan Network Inc. Ms. Bennun has also served as CEO and director of OrganiTech USA, Inc. (PINK: ORGT), a pioneer in the cleantech industry. Ms.
(formerly TASE: ARNT), a pioneer in the field of Voice over IP, and served as Chief Executive Officer and as a director, leading the company to its initial public offering on TASE and until its acquisition by Airspan Network Inc. Ms. Bennun has also served as Chief Executive Officer and director of OrganiTech USA, Inc.
The cash compensation currently paid to our non-executive directors (other than to our former Executive Chairman and Mr.
The cash compensation currently paid to our non-executive directors (other than to Mr.
During 2024, our office holders, as such term is defined in the Israeli Companies Law, or Office Holders, including those who served as such during the year 2024, including our former Executive Chairman, but excluding our non-executive directors, received, in the aggregate 246,421 RSUs and 25,628 options to acquire ordinary shares, or Options, under our 2013 Share Option Plan, or the 2013 Plan and the 2023 Equity Incentive Plan or the 2023 Plan.
During 2025, our office holders, as such term is defined in the Israeli Companies Law, or Office Holders, including those who served as such during the year 2025, including our former Executive Chairman and including our former CFO, but excluding our non-executive directors, received, in the aggregate 197,220 RSUs and 22,960 options to acquire ordinary shares, or Options, under our 2013 Share Option Plan, or the 2013 Plan and the 2023 Equity Incentive Plan or the 2023 Plan.
As of December 31, 2024, our current directors and officers, as a group, held, in the aggregate 373,925 RSUs and 112,028 Options that were granted under our 2013 Plan and the 2023 Plan. Our directors are reimbursed for expenses and receive cash and equity compensation, which terms are detailed below.
As of December 31, 2025, our current directors and officers, as a group, held, in the aggregate 285,105 RSUs and 75,816 Options that were granted under our 2013 Plan and the 2023 Plan. Our directors are reimbursed for expenses and receive cash and equity compensation, which terms are detailed below.
Fuetsch supported and led several organizations responsible for software, systems, and network architecture, planning and engineering, where he held six patents in the field of network traffic optimization and database design. Mr. Fuetsch holds a B.Sc. in Industrial Engineering and Operations Research at U.C. Berkeley and completed his graduate coursework in Computer Science at Stanford University. Mr.
In his previous roles in AT&T, Mr. Fuetsch supported and led several organizations responsible for software, systems, and network architecture, planning and engineering, where he held six patents in the field of network traffic optimization and database design. Mr. Fuetsch holds a B.Sc. in Industrial Engineering and Operations Research at U.C.
Our compensation policy for our executive officers and directors, was last approved by our shareholders on July 21, 2022, and most recently amended on October 15, 2025. Internal Auditor Under the Israeli Companies Law, the board of directors of a public company must also appoint an internal auditor proposed by the audit committee.
Our compensation policy for our executive officers and directors, was last approved by our shareholders on December 3, 2025. Internal Auditor Under the Israeli Companies Law, the board of directors of a public company must also appoint an internal auditor proposed by the audit committee.
Ripstein served as the Chief Executive Officer of SatixFy Communications Ltd. (NYSE American: SATX). From 2017 to 2022, Mr. Ripstein served as a board member and the President and Chief Executive Officer of GreenRoad Technologies Ltd., a global leader in fleet safety telematics. In 2016, Mr. Ripstein served as the Chief Executive Officer of SpotOption Technologies, a fintech software provider.
Ripstein served as a board member and the President and Chief Executive Officer of GreenRoad Technologies Ltd., a global leader in fleet safety telematics. In 2016, Mr. Ripstein served as the Chief Executive Officer of SpotOption Technologies, a fintech software provider. From 2000 to 2015, Mr.
The terms of office of Mr. Totah and Messrs. Bennun, Fuetsch, Most, Ravkaie, Ripstein and Schwartz, will expire on our 2026 annual general meeting. Except our former Executive Chairman, Ms. Bennun, and Mr. Andre Fuetsch, none of our directors have service contracts with the Company relating to their service as a director.
The terms of office of Mr. Schwartz and Messrs. Bennun, Fuetsch, Most, Ravkaie, Ripstein and Totah, will expire at our 2026 annual general meeting. Except Mr. Andre Fuetsch, none of our directors have service contracts with the Company relating to their service as a director. None of the directors will receive benefits upon termination of their position as a director.
DIRECTORS AND SENIOR MANAGEMENT The following table lists our current directors and executive officers: Name Age Position Sami Totah (1)(4) 67 Chairman of our Board of Directors Rachel (Heli) Bennun 71 Director Andre Fuetsch (1)(5) 54 Director Oren Most (1)(5) 74 Director Yaron Ravkaie (1)(3)(4) 56 Director David (Dudi) Ripstein (1)(4) 58 Director Rami Schwartz (1)(2) 67 Director Benjamin (Benny) Eppstein 51 Chief Executive Officer Hadar Rahav 37 Chief Financial Officer Hilik Itman 53 Chief Operating Officer Rami Amit 59 Chief Technology Officer (1) Independent Director, under Nasdaq Stock Market Rules, or the Nasdaq Listing Rules.
DIRECTORS AND SENIOR MANAGEMENT The following table lists our current directors and executive officers: Name Age Position Rami Schwartz (1) 68 Chairman of our Board of Directors Rachel (Heli) Bennun 72 Director Andre Fuetsch (1)(5) 55 Director Oren Most (1)(4)(5) 75 Director Yaron Ravkaie (1)(2) 57 Director David (Dudi) Ripstein (1)(4) 59 Director Sami Totah (1)(3) 68 Director Benjamin (Benny) Eppstein 52 Chief Executive Officer Hod Cohen 50 Chief Financial Officer Hilik Itman 54 Chief Operating Officer Rami Amit 60 Chief Technology Officer (1) Independent Director, under Nasdaq Stock Market Rules, or the Nasdaq Listing Rules.
See “Item 6.C—Directors, Senior Management and Employees—Board Practices—Compensation Committee.” 47 C. BOARD PRACTICES Terms of Office Our current Board of Directors is comprised of Sami Totah (Chairman), and our non-executive directors, Rachel (Heli) Bennun, Andre Fuetsch, Oren Most, Yaron Ravkaie, David (Dudi) Ripstein and Rami Schwartz.
BOARD PRACTICES Terms of Office Our current Board of Directors is comprised of Rami Schwartz (Chairman), and our non-executive directors, Rachel (Heli) Bennun, Andre Fuetsch, Oren Most, Yaron Ravkaie, David (Dudi) Ripstein and Sami Totah.
The exercise price of the Options is the average of the closing price of our ordinary shares on Nasdaq in the 30 days prior to the annual general meeting in question, or the appointment, if earlier. In addition, each of the two newly appointed directors, Mr. Sami Totah and Mr.
The exercise price of the Options is the average of the closing price of our ordinary shares on Nasdaq in the 30 days prior to the annual general meeting in question, or the appointment, if earlier.
The grants awarded during 2024 and 2025 were for a vesting term of up to 4 years. (2) All other compensation includes social benefits and car leasing costs. (3) Mr. Itman served as Interim Chief Executive Officer of the Company from April 2024 until December 2024. (4) Mr.
The grants awarded during 2024 and 2025 were for a vesting term of up to 4 years. (2) All other compensation includes social benefits and car leasing costs. (3) Ms. Hadar Rahav served as the Chief Financial Officer of the Company until January 11, 2026. (4) Ms.
EMPLOYEES Our total headcount as of December 31, 2024, was 307, compared to 295 in 2023 and 284 in 2022, including full-time and part-time employees and contractors, broken down geographically and by function as follows: Research and Development Sales, Marketing and Customer Support Operations Administration and Management Total Headcount Israel 82 37 5 10 134 India 13 53 0 2 68 United States 0 27 0 3 30 Brazil 0 12 0 1 13 Other 39 23 0 0 62 Total 134 152 5 16 307 We consider our relations with our employees to be good and we have never experienced a strike or work stoppage.
EMPLOYEES Our total headcount as of December 31, 2025, was 325, compared to 307 in 2024 and 295 in 2023, including full-time and part-time employees and contractors, broken down geographically and by function as follows: Research and Development Sales, Marketing and Customer Support Operations Administration and Management Total Headcount Israel 88 37 4 14 143 India 23 41 - 3 67 United States - 42 - 3 45 Brazil - 11 - 1 12 Other 41 17 - - 58 Total 152 148 4 21 325 We consider our relations with our employees to be good and we have never experienced a strike or work stoppage.
The bonus and commission payments made to the persons listed in the table above are based on the achievements of goals and objectives that are set and communicated at the beginning of each year and which are made in accordance with our Compensation Policy, as approved by our shareholders from time to time and most recently on July 21, 2022 as amended on August 3, 2023 and October 15, 2024. 45 The aggregate direct remuneration paid to all our directors and executive officers as a group for the year ended December 31, 2024, including Mr.
Bennun served as an Executive Chairman of our Board of Directors until December 31, 2024, her notice period ended June 30, 2025, and she is currently serving as a member of our Board of Directors. 45 The bonus and commission payments made to the persons listed in the table above are based on the achievements of goals and objectives that are set and communicated at the beginning of each year and which are made in accordance with our Compensation Policy, as approved by our shareholders from time to time and most recently on December 3, 2025.
Totah served on the board of directors of various private and public companies including Itamar Medical Ltd. (Nasdaq and TASE: ITMR) between 2017 and 2021, and Magic Software Enterprises Ltd. (Nasdaq and TASE: MGIC), from 2023 until present. Ms.
Totah served on the board of directors of various private and public companies including Itamar Medical Ltd. (Nasdaq and TASE: ITMR) between 2017 and 2021, and Magic Software Enterprises Ltd. (Nasdaq and TASE: MGIC), from 2023 until February 2026. Mr . Benjamin (Benny) Eppstein, has served as our Chief Executive Officer since December 2024. Prior to joining our Company, Mr.
As part of his role, Mr. Fuetsch oversaw the global technology direction for AT&T, including network planning, innovation road map and led AT&T Labs, AT&T Foundry, and the intellectual property organization. In his previous roles in AT&T, Mr.
Fuetsch has served in various senior capacities in AT&T Inc. since his joining in 1995, the most recent of which is AT&T’s Executive Vice President and CTO Network Services. As part of his role, Mr. Fuetsch oversaw the global technology direction for AT&T, including network planning, innovation road map and led AT&T Labs, AT&T Foundry, and the intellectual property organization.
Ravkaie served for nine years in information systems, industrial engineering and logistics with the Israeli Air Force as a Major. Mr. Ravkaie holds an M.B.A. from the University of Beersheba and a B.Sc. in Industrial Engineering & Management from the Technion, Haifa. Mr. David (Dudi) Ripstein has served as a director since June 2024. Mr.
Ravkaie holds an M.B.A. from the University of Beersheba and a B.Sc. in Industrial Engineering & Management from the Technion, Haifa. Mr. David (Dudi) Ripstein has served as a director since June 2024. Mr. Ripstein has three decades of experience in senior management positions in Israel’s telecommunications industry and Israel Defense Force technology and intelligence units. Since 2021, Mr.
From 2000 to 2015, Mr. Ripstein served in various positions with the Company, first for six years as a General Manager and then for nine years as its President and Chief Executive Officer. Prior to the Company, Mr.
Ripstein served in various positions with the Company, first for six years as a General Manager and then for nine years as its President and Chief Executive Officer. Prior to the Company, Mr. Ripstein co-founded two technology startups and served for 10 years as the head of a large R&D engineering group within the Israel Defense Forces-Intelligence Unit. Mr.
Oren Most has served as a director since July 2019. Mr. Most is the founder and former president of Golan Telecom, Ltd., an Israeli cellular operator. Mr. Most has also served in executive positions with several private and public companies including as President and Chief Executive Officer of Gilat Satellite Networks Ltd.
Most has also served in executive positions with several private and public companies including as President and Chief Executive Officer of Gilat Satellite Networks Ltd. (Nasdaq and TASE: GILT) and as Founder and Deputy Chief Executive Officer of Cellcom (Israel) Ltd. Mr. Most has also served as director for several public and private corporations. Mr.
In January 2025 we granted 197,220 RSUs, and 22,960 Options and during 2024, we granted 997,364 RSUs, and 112,028 Options, which will result in ongoing accounting charges that will significantly reduce our net income. See Notes 2(n) and 12(b)of the Notes to the Consolidated Financial Statements for further information.
In February 2026 and March 2026 we granted an aggregate amount of 56,560 RSUs, and 8,747 Options and during 2025, we granted 348,184 RSUs, and 22,960 Options, which will result in additional future expenses that may reduce our net income. See Notes 2(n) and 12(b) of the Notes to the Consolidated Financial Statements for further information.
Ravkaie served during 2015 as the Chief Business Officer of RR Media Ltd. Prior to serving at RR Media Ltd., and between 1998 and 2015, Mr. Ravkaie served in various roles with Amdocs Ltd. (Nasdaq: DOX), including as the President of the Mobile Financial Services Division, President of the AT&T division, and other director and vice president roles. Mr.
Ravkaie previously served as the Company’s Chief Executive Officer from January 2016 through December 2019. Prior to joining RADCOM, Mr. Ravkaie served during 2015 as the Chief Business Officer of RR Media Ltd. Prior to serving at RR Media Ltd., and between 1998 and 2015, Mr. Ravkaie served in various roles with Amdocs Ltd.
(Nasdaq and TASE: GILT) and as Founder and Deputy Chief Executive Officer of Cellcom (Israel) Ltd. Mr. Most has also served as director for several public and private corporations. Mr. Most holds a B.A. in Sociology & Anthropology, Film & Television from Tel Aviv University and an M.B.A. from New York University. Mr.
Most holds a B.A. in Sociology & Anthropology, Film & Television from Tel Aviv University and an M.B.A. from New York University. Mr. Yaron Ravkaie has served as a director since January 2020. Mr. Ravkaie is the Chief Executive Officer of Teridion Technologies Ltd., having assumed that role in January 2020. Mr.
Rachel (Heli) Bennun has served as a director since December 2012 and as our Executive Chairman from September 2015 until December 2024. Ms. Bennun has over 25 years of professional experience in hi-tech companies. Ms. Bennun co-founded Arel Communications & Software Ltd.
Bennun has over 25 years of professional experience in hi-tech companies. Ms. Bennun co-founded Arel Communications & Software Ltd.
(2) Chairman of Audit Committee. (3) Chairman of Compensation Committee. (4) Audit Committee Member. (5) Compensation Committee Member. 42 Mr. Sami Totah has served as a director since June 2024 and was appointed as Chairman of our Board of Directors in January 2025. Mr.
(2) Chairman of Audit Committee. (3) Chairman of Compensation Committee. (4) Audit Committee Member. (5) Compensation Committee Member. Mr. Rami Schwartz has served as a director since July 2019 and was appointed as Chairman of our Board of Directors in February 2026. Mr. Schwartz has over 20 years’ experience in leadership positions in the technology and enterprise software fields. Mr.
We have reserved an aggregate of 3,000,000 ordinary shares under our 2023 Plan. As of March 19, 2025, we have granted 2,158,084 RSUs and 134,988 Options under the 2023 Plan.
We have reserved an aggregate of 3,000,000 ordinary shares under our 2023 Plan. As of March 23, 2026, we have granted 2,365,608 RSUs and 143,735 Options under the 2023 Plan. On April 3, 2013, our Board of Directors adopted the 2013 Plan. The 2013 Plan expired on April 2, 2023, or the 2013 Plan Expiration Date.
Schwartz has over 20 years’ experience in leadership positions in the technology and enterprise software fields. Mr. Schwartz currently serves as the Managing Director of the Portland Trust Israel and as an Advisory Board Member to AlgoSec and a director at Perion Network Ltd. (Nasdaq: PERI) Mr.
Schwartz currently serves as the Managing Director of the Portland Trust Israel and as an Advisory Board Member to AlgoSec and a director at Perion Network Ltd. (Nasdaq: PERI) Mr. Schwartz previously served in senior positions, including as business group president, founder, Chief Executive Officer and Active Chairman, with several public and private companies including Amdocs. Mr.
Under the 2023 Plan, we may grant Options, restricted shares and RSUs to our employees, directors, consultants and contractors.
The terms of the Options are identical to the Options granted under the General Director Grant. 46 Share Option Plans On March 28, 2023, our Board of Directors adopted the 2023 Plan. The 2023 Plan expires on March 27, 2033. Under the 2023 Plan, we may grant Options, restricted shares and RSUs to our employees, directors, consultants and contractors.
Ripstein has three decades of experience in senior management positions in Israel’s telecommunications industry and Israel Defense Force technology and intelligence units. Since 2021, Mr. Ripstein has served as a member on the board of directors of Ceragon Networks Ltd., a Nasdaq-traded (Nasdaq: CRNT), solution provider of wireless connectivity. From 2022 to 2023, Mr.
Ripstein has served as a member on the board of directors of Ceragon Networks Ltd., a Nasdaq-traded (Nasdaq: CRNT), solution provider of wireless connectivity. From 2022 to 2023, Mr. Ripstein served as the Chief Executive Officer of SatixFy Communications Ltd. (NYSE American: SATX). From 2017 to 2022, Mr.
As of March 19, 2025, there were (i) 39,597 outstanding Options and 121,335 unvested RSUs under the 2013 Plan, and (ii) 134,988 outstanding Options and 1,429,612 unvested RSUs under the 2023 Plan.
As of March 23, 2026, there were (i) 4,497 outstanding Options and 27,751 unvested RSUs under the 2013 Plan, and (ii) 128,318 outstanding Options and 1,062,632 unvested RSUs under the 2023 Plan.
Schwartz previously served in senior positions, including as business group president, founder, Chief Executive Officer and Active Chairman, with several public and private companies including Amdocs. Mr. Schwartz also served as Chief of System Development for the Israeli Air Force. Mr. Schwartz holds a B.Sc. in math and computer science form the Hebrew University of Jerusalem. Mr .
Schwartz also served as Chief of System Development for the Israeli Air Force. Mr. Schwartz holds a B.Sc. in math and computer science from the Hebrew University of Jerusalem. Ms. Rachel (Heli) Bennun has served as a director since December 2012 and as our Executive Chairman from September 2015 until December 2024. Ms.
Guy Shemesh who ceased to serve in his position on April 7, 2024 and Mr. Benjamine (Benny) Eppstein who joined the Company as Chief Executive Officer on December 1, 2024, was approximately $3 million in salaries, bonus, commissions and directors’ fees. This amount includes approximately $0.5 million that was set aside or accrued to provide pension, retirement or similar benefits.
Heli Bennun, whose notice period as Executive Chairman of the Board ended on June 30, 2025 was approximately $2.97 million in salaries, bonus, commissions and directors’ fees. This amount includes approximately $0.4 million that was set aside or accrued to provide pension, retirement or similar benefits.
Consequently, we have adopted share option plans and material amendments thereto by action of our board of directors, without shareholder approval. See also “Item 16G—Corporate Governance.” Compensation Policy Our compensation policy for our executive officers and directors, was last approved by our shareholders on July 21, 2022, and most recently amended on October 15, 2024.
Consequently, we have adopted share option plans and material amendments thereto by action of our board of directors, without shareholder approval.
Bennun holds a M.Sc. and a B.Sc. in Industrial and Management Engineering from Ben-Gurion University. Mr. Andre Fuetsch has served as a director since August 2023. Mr. Fuetsch has served in various senior capacities in AT&T Inc. since his joining in 1995, the most recent of which is AT&T’s Executive Vice President and CTO Network Services.
(PINK: ORGT), a pioneer in the cleantech industry. Ms. Bennun holds a M.Sc. and a B.Sc. in Industrial and Management Engineering from Ben-Gurion University. 43 Mr. Andre Fuetsch has served as a director since August 2023. Mr. Fuetsch is a Managing Partner in Crossover Capital Partners LLC, having assumed that role in January 2024. Mr.
Ripstein co-founded two technology startups and served for 10 years as the head of a large R&D engineering group within the Israel Defense Forces-Intelligence Unit. Mr. Ripstein holds a B.Sc. in Electrical Engineering from the Technion, Israel Institute of Technology. 43 Mr. Rami Schwartz has served as a director since July 2019. Mr.
Ripstein holds a B.Sc. in Electrical Engineering from the Technion, Israel Institute of Technology. Mr. Sami Totah has served as a director since June 2024 and as Chairman of our Board of Directors from January 2025 to February 2026. Mr.
Removed
Yaron Ravkaie has served as a director since January 2020. Mr. Ravkaie is the chief executive officer of Teridion Technologies Ltd., having assumed that role in January 2020. Mr. Ravkaie previously served as the Company’s chief executive officer from January 2016 through December 2019. Prior to joining RADCOM, Mr.
Added
Berkeley and completed his graduate coursework in Computer Science at Stanford University. Mr. Oren Most has served as a director since July 2019. Mr. Most is the founder and former president of Golan Telecom, Ltd., an Israeli cellular operator. Mr.
Removed
Benjamin (Benny) Eppstein, has served as our Chief Executive Officer since December 2024. Prior to joining our Company, Mr.
Added
(Nasdaq: DOX), including as the President of the Mobile Financial Services Division, President of the AT&T division, and other director and vice president roles. Mr. Ravkaie served for nine years in information systems, industrial engineering and logistics with the Israeli Air Force as a Major. Mr.
Removed
Rahav joined us in May 2020 as our Head of Global Finance. Prior to joining our Company, Ms. Rahav served as Corporate Director of Finance at TAT Technologies Ltd. (Nasdaq: TATT; TASE: TATT.TA) from 2018 until 2020, and as Corporate Controller at Electra Consumer Products (1970) Ltd. (ECP.TA) from 2015 until 2018. Before 2018, Ms.
Added
Cohen served for more than 20 years in various capacities in Amdocs Limited (Nasdaq: DOX), including as Head of the Global Business Finance Group, where he was in charge of the business group finance unit of the Americas and International regions from 2021 to 2026, as Head of Finance, APAC & EMEA from 2016 to 2021 and as M&A Finance Director from 2013 to 2016.
Removed
Rahav served in various positions with Ernst & Young Israel. Ms. Rahav holds a BA (cum laude) in Business Management Accounting and Risk Management from the College of Management and Academic Studies, Rishon Le-Zion and is certified in Israel as a CPA. Mr.
Added
Mr. Cohen holds a B.A. in Economics from the College of Management and Academic Studies, Rishon Le-Zion and an MBA ESG Paris Graduate School of Management. Mr.
Removed
Name and Principal Position Year Salary ($) Bonus ($) Equity-Based Compensation ($) (1) All Other Compensation ($) (2) Total ($) Hilik Itman, Chief Operating Officer and Former Interim CEO (3) 2024 243,965 199,637 537,249 238,099 1,218,950 Eyal Harari, former CEO (4) 2024 241,050 166,500 564,301 38,671 1,010,522 Rami Amit, Chief Technology Officer 2024 214,673 170,022 377,365 61,828 823,888 Rachel (Heli) Bennun, former Executive Chairman of our Board of Directors (5) 2024 214,673 120,174 260,871 77,828 673,546 Hadar Rahav, CFO 2024 143,466 99,622 213,103 62,735 518,926 (1) Equity based compensation includes the cost of non-cash share-based compensation of the Company in 2024.
Added
Name and Principal Position Year Salary ($) Bonus ($) Equity-Based Compensation ($) (1) All Other Compensation ($) (2) Total ($) Benjamin (Benny) Eppstein CEO 2025 400,000 199,369 545,850 62,716 1,207,935 Hilik Itman, Chief Operating Officer 2025 338,558 224,619 478,840 112,858 1,154,875 Rami Amit, Chief Technology Officer 2025 248,276 105,328 320,867 88,823 763,294 Hadar Rahav (3) 2025 244,514 129,833 289,119 69,552 733,018 Rachel (Heli) Bennun, former Executive Chairman of our Board of Directors (4) 2025 196,138 74,248 133,777 45,141 449,304 (1) Equity based compensation includes the cost of non-cash share-based compensation of the Company in 2025.
Removed
Harari served as the Chief Executive Officer of the Company until February 2024. (5) Ms. Bennun served as Executive Chairman of our Board of Directors until December 31, 2024 and is currently serving as a member of our Board of Directors.
Added
The aggregate direct remuneration paid to all our directors and executive officers as a group for the year ended December 31, 2025, including Ms. Hadar Rahav who ceased to serve in her position as Chief Financial Officer on January 11, 2026 and Ms.
Removed
Matty Karp who retired from the Board on June 24, 2024, Mr. Sami Totah who joined the Board on June 24, 2024, Mr. David (Dudi) Ripstein who joined the Board on June 17, 2024, Mr. Eyal Harari who ceased to serve in his position on February 13, 2024, Mr.
Added
See also “Item 16G—Corporate Governance.” Compensation Policy Our compensation policy for our executive officers and directors, was last approved by our shareholders at the annual general meeting held on December 3, 2025, and prior to that was amended on October 15, 2024. See “Item 6.C—Directors, Senior Management and Employees—Board Practices—Compensation Committee.” 47 C.
Removed
David (Dudi) Ripstein, received a one-time grant of 1,590 fully vested RSUs which represents the amount of RSUs they would have been entitled to for the period of service from their appointment until the date of the 2024 AGM in accordance with the resolution adopted at our 2022 annual general meeting held in July 2022.
Removed
The terms of the Options are identical to the Options granted under the General Director Grant. The cash compensation paid to our non-executive directors prior to October 15, 2024 was an annual fee of NIS 52,000 (currently equivalent to approximately $14,258) and a per meeting attendance fee of NIS 2,000 (currently equivalent to approximately $548).
Removed
In addition, prior to October 15, 2024, upon his or her election or re-election, each of our non-executive directors (other than Mr. Fuetsch) received a grant of 15,600 RSU or the equivalent in options to purchase ordinary shares, vesting over a period of three years. The cash compensation which was paid to our director Mr.
Removed
Fuetsch, was an annual fee of $52,000 and a per meeting attendance fee of $2,000. In addition Mr. Fuetsch received a grant of 23,400 RSU, vesting over a period of three years. 46 Share Option Plans On March 28, 2023, our Board of Directors adopted the 2023 Plan. The 2023 Plan expires on March 27, 2033.
Removed
This number includes the grant of 180,000 RSUs to our CEO in January 2025 under the 2023 Plan, which grant was approved by our shareholders in the Extraordinary General Meeting held on January 7, 2025. On April 3, 2013, our Board of Directors adopted the 2013 Plan.
Removed
None of the directors will receive benefits upon termination of their position as a director.

Item 7. Management's Discussion & Analysis

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

23 edited+5 added−4 removed9 unchanged
B. RELATED PARTY TRANSACTIONS Transactions with certain Principal Shareholders We currently lease office premises in Tel Aviv, Israel and in Paramus, New Jersey, in part from private companies owned by two of our shareholders Michael Zisapel and Klil Zisapel, for which we believe we pay on market terms and rates.
RELATED PARTY TRANSACTIONS Transactions with certain Principal Shareholders We currently lease office premises in Tel Aviv, Israel and in Paramus, New Jersey, in part from private companies owned by two of our shareholders Michael Zisapel and Klil Zisapel, for which we believe we pay on market terms and rates.
All future transactions and arrangements (or modifications of existing ones) which may constitute related party transactions under applicable law will be approved in accordance with the requirements of such applicable law. C. INTERESTS OF EXPERTS AND COUNSEL Not applicable.
All future transactions and arrangements (or modifications of existing ones) which may constitute related party transactions under applicable law will be approved in accordance with the requirements of such applicable law. 54 C. INTERESTS OF EXPERTS AND COUNSEL Not applicable.
Stettner are members of SSCayman, L.L.C., a Delaware limited liability company, or SSCAY, the general partner of Cayman. David M. Greenhouse and Adam C. Stettner are members of MGP Advisers Limited Partnership, a Delaware limited partnership, the general partner of SSFQP and SST Advisers, L.L.C., a Delaware limited liability company, the general partner of TECH and TECH II. David M.
Stettner are members of SSCayman, L.L.C., a Delaware limited liability company, or SSCAY, the general partner of Cayman. David M. Greenhouse and Adam C. Stettner are members of MGP Advisers Limited Partnership, a Delaware limited partnership, the general partner of SSFQP and SST Advisers, L.L.C., a Delaware limite d liability company, the general partner of TECH and TECH II.
During 2024 we purchased certain cloud management services from CommIT Technology Solutions Ltd, or CommIT and human resources services from 9540 Y.G. Soft I.T Ltd., or ITSoft, for which we believe we pay on market terms and rates, both of which companies are subsidiaries of Magic Software.
During 2025, we purchased certain cloud management services from CommIT Technology Solutions Ltd, or CommIT, and human resources services from 9540 Y.G. Soft I.T Ltd., or ITSoft, for which we believe we pay on market terms and rates, both of which are subsidiaries of Magic Software.
For purposes of the table below, we deem shares subject to Options that are currently exercisable or exercisable within 60 days of March 19, 2025, and RSUs, that shall vest within 60 days of March 19, 2025, to be outstanding and to be beneficially owned by the person holding the Options or RSUs for the purposes of computing the percentage ownership of that person but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person.
For purposes of the table below, we deem shares subject to Options that are currently exercisable or exercisable within 60 days of March 23, 2026, and RSUs, that shall vest within 60 days of March 23, 2026, to be outstanding and to be beneficially owned by the person holding the Options or RSUs for the purposes of computing the percentage ownership of that person but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person.
Includes (i) 362,224 Ordinary Shares owned directly by Value Base Ltd., an Israeli company which is controlled by Messrs. Victor Shamrich and Ido Nouberger and wholly owns Value Base Hedge Fund Ltd., an Israeli company, and the general partner of Harmony Base L.P., and (ii) 464,446 ordinary shares owned directly by Harmony Base L.P., an Israeli limited partnership.
Includes (i) 400,563 Ordinary Shares owned directly by Value Base Ltd., an Israeli company which is controlled by Messrs. Victor Shamrich and Ido Nouberger and which wholly owns Value Base Hedge Fund Ltd., an Israeli company, and is the general partner of Harmony Base L.P., and (ii) 464,446 ordinary shares owned directly by Harmony Base L.P., an Israeli limited partnership.
Cynthia Paul, the Chief Investment Officer of the Investment Manager and Sole Member of Lynrock Lake Partners LLC, the general partner of the Investment Manager, may be deemed to exercise voting and investment power over securities of the Company held by Lynrock Lake Master.
Cynthia Paul, the Chief Investment Officer of the Investment Manager and So l e Member of Lynrock Lake Partners LLC, the general partner of the Investment Manager, may be deemed to exercise voting and investment power over securities of the Company held by Lynrock Lake Master.
In determining the percentage owned by each person, ordinary shares for each person includes ordinary shares that may be acquired by such person pursuant to options to purchase ordinary shares that are exercisable within 60 days of March 19, 2025.
In determining the percentage owned by each person, ordinary shares for each person includes ordinary shares that may be acquired by such person pursuant to options to purchase ordinary shares that are exercisable within 60 days of March 23, 2026.
As of March 19, 2025, our ordinary shares had a total of 13 holders of record, of which 7 were registered with addresses in the United States.
As of March 23, 2026, our ordinary shares had a total of 13 holders of record, of which 7 were registered with addresses in the United States.
The number of outstanding ordinary shares does not include 5,189 ordinary shares held by RADCOM US, a wholly owned subsidiary and 30,843 ordinary shares that were repurchased by us. (3) Based on a Schedule 13G/A filed with the SEC on February 14, 2024. Includes 2,266,666 ordinary shares held by Lynrock Lake Master Fund LP, or Lynrock Lake Master.
The number of outstanding ordinary shares does not include 5,189 ordinary shares held by RADCOM US, a wholly owned subsidiary and 30,843 ordinary shares that were repurchased by us. (3) Based on a Schedule 13D filed with the SEC on February 24, 2026. Includes 3,166,666 ordinary shares held by Lynrock Lake Master Fund LP, or Lynrock Lake Master.
The aggregate amount of lease and maintenance payments, which may constitute related party transactions under Item 7.B of Form 20-F, was approximately $206,000 in 2024. Transactions with Magic Software Enterprises Ltd Our Chairman Mr. Sami Totah also serves as a director in Magic Software Enterprises Ltd, or Magic Software.
The aggregate amount of lease and maintenance payments, which may constitute related party transactions under Item 7.B of Form 20-F, was approximately $204 thousand in 2025. Transactions with Magic Software Enterprises Ltd Our Director Mr. Sami Totah also served as a director in Magic Software Enterprises Ltd, or Magic Software, during 2025.
Shares beneficially owned include shares that may be acquired pursuant to options to purchase ordinary shares that are exercisable within 60 days of March 19, 2025. 52 (2) The percentage of outstanding ordinary shares is based on 16,029,315 ordinary shares outstanding as of March 19, 2025.
Shares beneficially owned include shares that may be acquired pursuant to options to purchase ordinary shares that are exercisable within 60 days of March 23, 2026. 52 (2) The percentage of outstanding ordinary shares is based on 16,690,457 ordinary shares outstanding as of March 23, 2026.
The percentage of shares beneficially owned is based on 16,029,315 ordinary shares outstanding as of March 19, 2025. 51 The information presented below is based on information provided to us by the directors, officers, and shareholders or disclosed in public filings with the SEC.
The percentage of shares beneficially owned is based on 16,690,457 ordinary shares outstanding as of March 23, 2026. The information presented below is based on information provided to us by the directors, officers, and shareholders or disclosed in public filings with the SEC.
Name Number of Ordinary Shares beneficially owned (1) Percentage of Outstanding Ordinary Shares beneficially owned (2) Principal Shareholders Lynrock Lake LP 2,266,666 (3) 14.1 % Klil Zisapel 1,209,908 (4) 7.5 % Michael Zisapel 1,209,907 (5) 7.5 % AWM Investment Company, Inc. 991,261 (6) 6.2 % Barclays PLC 861,020 (7) 5.4 % Value Base Ltd. 826,670 (8) 5.2 % Directors and Officers Sami Totah * * Rachel (Heli) Bennun * * Andre Fuetsch * * Oren Most * * Yaron Ravkaie * * David (Dudi) Ripstein * * Rami Schwartz * * Benjamin (Benny) Eppstein * * Hadar Rahav * * Hilik Itman * * Rami Amit * * All directors and executive officers as a group (11 persons) 299,581 (9) 1.9 % * Less than 1% (1) Except as otherwise noted and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to all ordinary shares listed as owned by such person.
Name Number of Ordinary Shares beneficially owned (1) Percentage of Outstanding Ordinary Shares beneficially owned (2) Principal Shareholders Lynrock Lake LP 3,166,666 (3) 19.0 % Michael Zisapel and Klil Zisapel 2,294,738 (4) 13.7 % Barclays PLC 1,114,430 (5) 6.7 % AWM Investment Company, Inc. 991,261 (6) 5.9 % Value Base Ltd. 865,009 (7) 5.2 % Directors and Officers Rami Schwartz * * Rachel (Heli) Bennun * * Andre Fuetsch * * Oren Most * * Yaron Ravkaie * * David (Dudi) Ripstein * * Sami Totah * * Benjamin (Benny) Eppstein * * Hod Cohen * * Hilik Itman * * Rami Amit * * All directors and executive officers as a group (11 persons) 298,333 (8) 1.8 % * Less than 1% (1) Except as otherwise noted and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to all ordinary shares listed as owned by such person.
Greenhouse and Adam C. Stettner are also controlling principals of AWM. The business address AWM Investment Company, Inc.is c/o Special Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY 10022. (7) Based on a Schedule 13G filed on February 16, 2024 by Barclays PLC.
David M. Greenhouse and Adam C. Stettner are also controlling principals of AWM. The business address AWM Investment Company, Inc.is c/o Special Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY 10022. 53 (7) Based on a Schedule 13D filed with the SEC on February 17, 2026.
(9) Each of the directors and executive officers not separately identified in the above table beneficially owns less than 1% of our outstanding ordinary shares, including options held by each such party, which are vested or shall become vested within 60 days of March 19, 2025, and have, therefore, not been separately disclosed.
(8) Each of the directors and executive officers not separately identified in the above table beneficially owns less than 1% of our outstanding ordinary shares, including options that are currently exercisable or exercisable within 60 days of March 23, 2026, and RSUs that vest within 60 days of March 23, 2026 held by each such party, and have, therefore, not been separately disclosed.
The aggregate amount of such purchases in 2024, was approximately $ 539,000 and $27,000 from CommIT and ITSoft, respectively. 54 We believe that the terms of the transactions in which we have entered and are currently engaged with, and are discussed above are beneficial to us and no less favorable to us than terms that might be available to us from unaffiliated third parties.
We believe that the terms of the transactions in which we have entered and are currently engaged with, and are discussed above are beneficial to us and no less favorable to us than terms that might be available to us from unaffiliated third parties.
The address of the principal office of Barclays PLC and Barclays Bank PLC is 1 Churchill Place, London, E14 5HP, England. The address of the principal office of Barclays Capital Inc. is 745 Seventh Ave, New York, NY 10019. 53 (8) Based on a Schedule 13G/A filed with the SEC on February 13, 2024.
The address of the principal office of Barclays PLC and Barclays Bank PLC is 1 Churchill Place, London, E14 5HP, England. The address of the principal office of Barclays Capital Inc. is 745 Seventh Ave, New York, NY 10019.
MAJOR SHAREHOLDERS The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of March 19, 2025, by: ● each person or entity known by us to own beneficially more than 5% of our outstanding ordinary shares; ● each of our directors and executive officers individually; and ● all of our executive officers and directors as a group.
MAJOR SHAREHOLDERS The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of March 23, 2026, by: ● each person or entity known by us to own beneficially more than 5% of our outstanding ordinary shares; ● each of our directors and executive officers individually; and ● all of our executive officers and directors as a group. 51 The beneficial ownership of ordinary shares is determined in accordance with the SEC rules and generally includes any ordinary shares over which a person exercises sole or shared voting or investment power.
Klil Zisapel and (ii) 271,074 ordinary shares that are held indirectly by Ms. Klil Zisapel through her 50% ownership in each of Lomsha Ltd., an Israeli company, and Michael & Klil Holdings (93) Ltd., an Israeli company and (iii) Options to acquire 19,799 ordinary shares exercisable within 60 days. The address of Ms.
Klil Zisapel through her 50% ownership in each of Lomsha Ltd., an Israeli company, and Michael & Klil Holdings (93) Ltd., an Israeli company and (iii) Options to acquire 2,249 ordinary shares exercisable within 60 days. Mr.
The address of each of Cynthia Paul, Lynrock Lake Partners LLC, and Lynrock Lake LP is 2 International Drive, Suite 130 Rye Brook, NY 10573. (4) Based on a Schedule 13D/A filed with the SEC on February 10, 2025, Ms. Klil Zisapel beneficially owns 1,209,908 ordinary shares, consisting of (i) 919,035 ordinary shares held directly by Ms.
The address of each of Cynthia Paul, Lynrock Lake Partners LLC, and Lynrock Lake LP is 2 International Drive, Suite 130 Rye Brook, NY 10573. (4) Based on a Schedule 13D/A filed with the SEC on February 24, 2026, Mr. Michael Zisapel and Ms. Klil Zisapel beneficially own, in aggregate, 2,294,738 ordinary shares. Ms.
Significant Changes in Percentage Ownership by Major Shareholders To our knowledge, the significant changes in the percentage of ownership held by our major shareholders during the past three years have been: (i) the transfer by inheritance of the ordinary shares and options to purchase ordinary shares beneficially owned by our former largest shareholder, late Zohar Zisapel, to each of his children Michael Zisapel and Klil Zisapel in equal parts, and the subsequent decrease in the percentage of ownership of each of them, from approximately 9.1% as of December 31, 2023 to 7.5% as of December 31, 2024 (ii) a decrease in the percentage of ownership held by Lynrock Lake LP from 14.8% as of December 31, 2023 to 14.2% as of December 31, 2024, (iii) a decrease in the percentage of ownership held by Yelin Lapidot Holdings Management Ltd, who previously were listed in the table above, from 10.1% as of December 31, 2022 to less than 5% as of December 31, 2024, (iv) an increase in the percentage of ownership held by Barclays PLC above 5% until it has beneficial owned 5.6% as of December 31, 2023 and subsequent decrease until it has beneficial owned 5.4% as of December 31, 2024 (v) an increase in the percentage of ownership held by Value Base Ltd. above 5% until it has a beneficial ownership of 5.2% as of December 31, 2024, and (vi) an increase in the percentage of ownership held by AWM Investment Company, Inc. above 5% as of December 31, 2023 until it reached a beneficial ownership of 6.2% as of December 31, 2024.
The number of shares is comprised of 261,007 ordinary shares and 26,599 Ordinary Shares issuable upon the settlement of RSUs and 10,727 Ordinary Shares issuable upon the exercise of Options that are currently exercisable or exercisable within 60 days of March 23, 2026 Significant Changes in Percentage Ownership by Major Shareholders To our knowledge, the significant changes in the percentage of ownership held by our major shareholders during the past three years have been: (i) the transfer by inheritance of the ordinary shares and options to purchase ordinary shares beneficially owned by our former largest shareholder, late Zohar Zisapel, to each of his children Michael Zisapel and Klil Zisapel in equal parts, in 2023 and the subsequent decrease in the percentage of ownership they hold in the aggregate, from approximately 15% as of March 19, 2025 to 13.7% as of March 23, 2026, (ii) an increase in the percentage of ownership held by Lynrock Lake LP from 14.1% as of March 19, 2025 to 19% as of March 23, 2026, (iii) an increase in the percentage of ownership held by Barclays PLC above 5% until it has beneficially owned 5.4% as of March 19, 2025 and subsequent increase until it has beneficial owned 6.7% as of March 23, 2026, (iv) a decrease in the percentage of ownership held by AWM Investment Company, Inc., from 6.2% as of March 19, 2025 to 5.9% as of March 23, 2026, and (v) an increase in the percentage of ownership held by Value Base Ltd. above 5% until it has beneficially owned 5.2% as of March 23, 2026.
Michael Zisapel through his 50% ownership in each of Lomsha Ltd., an Israeli company, and Michael & Klil Holdings (93) Ltd., an Israeli company and (iii) Options to acquire 19,798 ordinary shares exercisable within 60 days. The address of Mr. Zisapel is 24 Raoul Wallenberg Street, Building C, Tel-Aviv 69719, Israel.
Michael Zisapel beneficially owns 1,147,369 ordinary shares, consisting of (i) 874,047 ordinary shares held directly by him, (ii) 271,074 ordinary shares held indirectly through his 50% ownership in each of Lomsha Ltd. and Michael & Klil Holdings (93) Ltd., and (iii) Options to acquire 2,248 ordinary shares exercisable within 60 days. The address of Mr. Zisapel and Ms.
Removed
The beneficial ownership of ordinary shares is determined in accordance with the SEC rules and generally includes any ordinary shares over which a person exercises sole or shared voting or investment power.
Added
Klil Zisapel beneficially owns 1,147,369 ordinary shares, consisting of (i) 874,047 ordinary shares held directly by Ms. Klil Zisapel and (ii) 271,074 ordinary shares that are held indirectly by Ms.
Removed
Zisapel is 24 Raoul Wallenberg Street, Building C, Tel-Aviv 69719, Israel. (5) Based on a Schedule 13D/A filed with the SEC on February 10, 2025, Mr. Michael Zisapel beneficially owns 1,209,907 ordinary shares of the Issuer, consisting of (i) 919,035 ordinary shares held directly by Mr. Michael Zisapel, and (ii) 271,074 ordinary shares that are held indirectly by Mr.
Added
Z i sapel is 24 Raoul Wallenberg Street, Building C, Tel-Aviv 69719, Israel.
Removed
Barclays PLC reported sole voting power and sole dispositive power with respect to 861,020 ordinary shares; Barclays Bank PLC reported sole voting power and sole dispositive power with respect to 11,941 ordinary shares; Barclays Capital Inc. reported sole voting power and sole dispositive power with respect to 849,079 ordinary shares.
Added
(5) Based on a Schedule 13G/A filed on February 11, 2026, Barclays PLC beneficially owns an aggregate amount of 1,114,430 ordinary shares; Barclays PLC reported sole voting power and sole dispositive power with respect to 1,111,314 ordinary shares, and shared voting power and shared dispositive power with respect to 3,116 ordinary shares.
Removed
The number of shares is comprised of 187,507 ordinary shares and 34,717 RSUs and 77,357 Options that will vest within 60 days of March 19, 2025.
Added
The information in the paragraph above is based on Schedules 13G, 13D and amendments thereof filed by the persons named above, and assumes that the number of shares reported therein has not changed from the date of filing such Schedule through the date referred to above. . B.
Added
The aggregate amount of such purchases in 2025, was approximately $933 thousand and $301 thousand from CommIT and ITSoft, respectively.

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