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

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

+570 added−573 removedSource: 20-F (2026-03-31) vs 20-F (2025-03-28)

Top changes in RADWARE LTD's 2025 20-F

570 paragraphs added · 573 removed · 420 edited across 6 sections

Item 2. Properties

Properties — owned and leased real estate

6 edited+0 added−0 removed0 unchanged
Biggest changeFinancial Information 123 A. Consolidated Statements and Other Financial Information 123 B. Significant Changes 123 6 ITEM 9. The Offer and Listing 124 A. Offer and Listing Details 124 B. Plan of Distribution 124 C. Markets 124 D. Selling Shareholders 124 E. Dilution 124 F. Expenses of the Issue 124 ITEM 10. Additional Information 125 A. Share Capital 125 B.
Biggest changeFinancial Information 108 A. Consolidated Statements and Other Financial Information 108 B. Significant Changes 108 6 ITEM 9. The Offer and Listing 109 A. Offer and Listing Details 109 B. Plan of Distribution 109 C. Markets 109 D. Selling Shareholders 109 E. Dilution 109 F. Expenses of the Issue 109 ITEM 10. Additional Information 110 A. Share Capital 110 B.
Memorandum and Articles of Association 125 C. Material Contracts 125 D. Exchange Controls 125 E. Taxation 125 F. Dividends and Paying Agents 139 G. Statement by Experts 139 H. Documents on Display 139 I. Subsidiary Information 139 J. Annual Report to Security Holders 139 ITEM 11. Quantitative and Qualitative Disclosures about Market Risk 140 ITEM 12.
Memorandum and Articles of Association 110 C. Material Contracts 110 D. Exchange Controls 110 E. Taxation 110 F. Dividends and Paying Agents 122 G. Statement by Experts 122 H. Documents on Display 122 I. Subsidiary Information 122 J. Annual Report to Security Holders 122 ITEM 11. Quantitative and Qualitative Disclosures about Market Risk 123 ITEM 12.
ITEM 2. Offer Statistics and Expected Timetable 8 ITEM 3. Key Information 8 A. [Reserved] 9 B. Capitalization and Indebtedness 9 C. Reasons for the Offer and Use of Proceeds 9 D. Risk Factors 9 ITEM 4. Information on the Company 45 A. History and Development of the Company 45 B. Business Overview 46 C. Organizational Structure 68 D.
ITEM 2. Offer Statistics and Expected Timetable 8 ITEM 3. Key Information 8 A. [Reserved] 8 B. Capitalization and Indebtedness 8 C. Reasons for the Offer and Use of Proceeds 8 D. Risk Factors 8 ITEM 4. Information on the Company 40 A. History and Development of the Company 40 B. Business Overview 40 C. Organizational Structure 60 D.
Property, Plants and Equipment 69 I tem 4A. U NRESOLVED Staff Comments 70 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 70 A. Operating Results 71 B. Liquidity and Capital Resources 84 C. Research and Development, Patents and Licenses, etc. 87 D. Trend Information 88 E. Critical Accounting Estimates 92 ITEM 6. Directors, Senior Management and Employees 98 A.
Property, Plants and Equipment 61 I tem 4A. U NRESOLVED Staff Comments 62 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 62 A. Operating Results 63 B. Liquidity and Capital Resources 75 C. Research and Development, Patents and Licenses, etc. 78 D. Trend Information 78 E. Critical Accounting Estimates 80 ITEM 6. Directors, Senior Management and Employees 84 A.
Directors and Senior Management 98 B. Compensation 103 C. Board Practices 107 D. Employees 112 E. Share Ownership 113 F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation 116 ITEM 7. Major Shareholders and Related Party Transactions 116 A. Major Shareholders 116 B. Related Party Transactions 119 C. Interests of Experts and Counsel 122 ITEM 8.
Directors and Senior Management 84 B. Compensation 88 C. Board Practices 92 D. Employees 96 E. Share Ownership 98 F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation 101 ITEM 7. Major Shareholders and Related Party Transactions 101 A. Major Shareholders 101 B. Related Party Transactions 104 C. Interests of Experts and Counsel 107 ITEM 8.
Description of Securities other than Equity Securities 143 PART II 144
Description of Securities other than Equity Securities 125 PART II 126

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

112 edited+44 added−45 removed195 unchanged
Biggest changeThe challenges we face are centered around the timing and effectiveness of response and include: • increasing throughput, capacity, performance algorithmic coverage and efficiency of our core products, to cope with growing velocity and complexity of attacks; • adapting to fundamental changes in our customers’ data centers’ infrastructure and changes in the locations of applications and data by offering relevant solutions for multi-clouds and hybrid cloud environments; • offering new solutions to adapt to the changes in applications’ deployment frameworks, workflows and architectures, massive usage of Application Programming Interface (API) stacks, Account Takeover (ATO) and third-party attacks that require browser security presence, supply chain attacks and new edge delivery technologies in response to the rise of modern applications buildup and delivery requirements; 16 • adapting to changes in the cyber threat landscape, by extending our security coverage to include client-side attacks, edge attacks, Domain Name System (DNS) attacks, API-level attacks, cloud-native attacks (cloud access management and workloads), complex application-level attacks, such as Business Logic Attacks (BLA), ATO attacks, encrypted or Web Distributed Denial of Service (DDoS) attacks, usage of open source third-party attack libraries, and/or Gen AI, natural language processing (NLP) and automated attacks; • addressing new regulations and compliance standards, including those related to publicly exposed services that require the validation of safety of sensitive data provided or consumed by the service consumers; • developing and enhancing our cloud, physical and virtual appliances and container offerings and expanding our managed security services capabilities to address the industry trend of providing services for the cloud and through the cloud – organically and inorganically; and • increasing our support offerings to address the industry trend of increased customer reliance on third-party provided or managed information technology services.
Biggest changeTo address these challenges effectively, we must focus on several critical areas: • Enhancing Core Product Performance: Increasing throughput, capacity, algorithmic coverage, and efficiency to manage the growing velocity and complexity of attacks. • Adapting to Infrastructure Changes: Providing relevant solutions for Generative/Agentic AI, multi-cloud and hybrid cloud environments in response to fundamental shifts in customers’ data centers and application/data locations. • Innovating Modern Application Security: Developing new solutions to address changes in application deployment frameworks, workflows, API usage, account takeover attacks, browser security, supply chain threats, and edge delivery technologies. • Expanding Security Coverage: Extending protection to API, LLM, client-side, edge, DNS, cloud-native, business logic, encrypted/web DDoS, and AI-driven attacks, including those using natural language processing and automated methods. • Service Enhancements: Increasing support/service delivery to accommodate rising customer demands and infrastructure scale.
Moreover, any actual or perceived cyber-attack, other security breach, exposure or theft of our or our customers’ data, regardless of whether the breach or theft is attributable to the failure of our solutions, could: • adversely affect the market’s perception of our security solutions; 17 • cause current or potential customers to look to our competitors for alternatives; • require us to expend significant financial resources to analyze, correct or eliminate any vulnerabilities; and • lead to investigations, litigation, fines and penalties, any of which could have a material adverse effect on our operations, financial condition and reputation.
Moreover, any actual or perceived cyber-attack, other security breach, exposure or theft of our or our customers’ data, regardless of whether the breach or theft is attributable to the failure of our solutions, could: • adversely affect the market’s perception of our security solutions; • cause current or potential customers to look to our competitors for alternatives; • require us to expend significant financial resources to analyze, correct or eliminate any vulnerabilities; and • lead to investigations, litigation, fines and penalties, any of which could have a material adverse effect on our operations, financial condition and reputation.
If the NIS strengthens against the U.S. dollar, the dollar value of our Israeli expenses will increase and may have a material adverse effect on our business, operating results, and financial condition; • A portion of our international sales are denominated in currencies other than U.S. dollars, such as euros, thereby exposing us to currency fluctuations in such international sales transactions; 26 • We incur expenses in several other currencies in connection with our operations in Europe and Asia.
If the NIS strengthens against the U.S. dollar, the dollar value of our Israeli expenses will increase and may have a material adverse effect on our business, operating results, and financial condition; • A portion of our international sales are denominated in currencies other than U.S. dollars, such as euros, thereby exposing us to currency fluctuations in such international sales transactions; • We incur expenses in several other currencies in connection with our operations in Europe and Asia.
The restrictions also include bans on the export of large numbers of “luxury” items to Russia (and in some cases also to Belarus), tighter controls on exports and reexports of dual-use items, stricter licensing policy with respect to issuing export licenses, and/or increased use of “end-use” controls to block or impose licensing requirements on exports, as well as higher import tariffs; • closure of airspace to Russian aircraft; 35 • ban on imports of Russian oil, liquefied natural gas and coal to the United States; • ban on imports of Russian fish, seafood, and preparations thereof, alcoholic beverages, non-industrial diamonds, and gold to the United States; • a ban on “new investment” in the Russian Federation by a U.S. person, which may be interpreted broadly (with a similar prohibition also enacted by the United Kingdom); • bans on the provision of certain professional services, including accounting, trust and corporate formation, auditing, and management consulting services, among others; and • bans on the provision of services related to the worldwide maritime transportation of seaborne Russian oil, if purchased above a specific price cap.
The restrictions also include bans on the export of large numbers of “luxury” items to Russia (and in some cases also to Belarus), tighter controls on exports and reexports of dual-use items, stricter licensing policy with respect to issuing export licenses, and/or increased use of “end-use” controls to block or impose licensing requirements on exports, as well as higher import tariffs; 30 • closure of airspace to Russian aircraft; • ban on imports of Russian oil, liquefied natural gas and coal to the United States; • ban on imports of Russian fish, seafood, and preparations thereof, alcoholic beverages, non-industrial diamonds, and gold to the United States; • a ban on “new investment” in the Russian Federation by a U.S. person, which may be interpreted broadly (with a similar prohibition also enacted by the United Kingdom); • bans on the provision of certain professional services, including accounting, trust and corporate formation, auditing, and management consulting services, among others; and • bans on the provision of services related to the worldwide maritime transportation of seaborne Russian oil, if purchased above a specific price cap.
Further, our ability to continue to develop or use such technologies may be dependent on access to specific third-party software, services and infrastructure, such as processing hardware, and we cannot control the availability or pricing of such third-party software and infrastructure, especially in a highly competitive environment. We face risks related to the rapidly evolving regulatory framework for AI Technologies.
Further, our ability to continue to develop or use such technologies may be dependent on access to specific third-party software, services and infrastructure, such as processing hardware, and we cannot control the availability or pricing of such third-party software and infrastructure, especially in a highly competitive environment. 17 We face risks related to the rapidly evolving regulatory framework for AI Technologies.
Our revenues may not increase or may grow at a lower rate than we have experienced in the past several years or may even decline, which would negatively impact our results of operations and cash flows. We cannot assure you that we will continue to be profitable. We may increase our operating expenses in future periods.
Our revenues may not increase or may grow at a lower rate than we have experienced in the past several years or may even decline, which would negatively impact our results of operations and cash flows. We cannot assure you that we will continue to be profitable. 20 We may increase our operating expenses in future periods.
Moreover, the occurrence of errors and defects, whether caused by our products or the components supplied by another vendor, may result in significant customer relations problems and injure our reputation, thereby impairing the market acceptance of our products. Our business and operating results could suffer if third parties infringe upon our proprietary technology.
Moreover, the occurrence of errors and defects, whether caused by our products or the components supplied by another vendor, may result in significant customer relations problems and injure our reputation, thereby impairing the market acceptance of our products. 23 Our business and operating results could suffer if third parties infringe upon our proprietary technology.
Outages or interruptions in our cloud-based security services, whether as a result of impacts to our or our third-party hosting facilities or otherwise, may cause our customers to experience cyber-attacks and to believe that our cloud-based security services are unreliable, cause us to issue credits or pay penalties or damages, cause customers to terminate their subscriptions, and adversely affect our reputation and renewal rates and our ability to attract new customers, ultimately harming our business and results of operations. 22 Our products must interoperate with operating systems, software applications and hardware that are developed by others and if we are unable to devote the necessary resources to ensure that our products interoperate with such software and hardware, we may fail to increase, or we may lose market share and we may experience a weakening demand for our products.
Outages or interruptions in our cloud-based security services, whether as a result of impacts to our or our third-party hosting facilities or otherwise, may cause our customers to experience cyber-attacks and to believe that our cloud-based security services are unreliable, cause us to issue credits or pay penalties or damages, cause customers to terminate their subscriptions, and adversely affect our reputation and renewal rates and our ability to attract new customers, ultimately harming our business and results of operations. 19 Our products must interoperate with operating systems, software applications and hardware that are developed by others and if we are unable to devote the necessary resources to ensure that our products interoperate with such software and hardware, we may fail to increase, or we may lose market share and we may experience a weakening demand for our products.
We recognize a significant portion of revenue from subscriptions over the term of the relevant subscription period, and as a result, downturns or upturns in sales are not immediately reflected in full in our results of operations. 24 Our solutions may have long sales cycles, which may reduce the predictability of our financial performance.
We recognize a significant portion of revenue from subscriptions over the term of the relevant subscription period, and as a result, downturns or upturns in sales are not immediately reflected in full in our results of operations. Our solutions have long sales cycles, which may reduce the predictability of our financial performance.
There is limited case law available to assist us in understanding the implications of these provisions that govern shareholders’ actions. These provisions may be interpreted to impose additional obligations and liabilities on holders of our ordinary shares that are not typically imposed on shareholders of U.S. corporations.
There is limited case law available to assist us in understanding the implications of these provisions that govern shareholders’ actions. These provisions may be interpreted to impose additional obligations and liabilities on holders of our ordinary shares that are not typically imposed on shareholders of U.S. corporations. 39
Furthermore, customers may defer orders in anticipation of new solutions or product enhancements introduced by us or by our competitors. These factors complicate our planning processes and reduce the predictability of our financial performance. We may pursue acquisitions or other investments that could disrupt our business and harm our financial condition.
Furthermore, customers may defer orders in anticipation of new solutions or product enhancements introduced by us or by our competitors. These factors complicate our planning processes and reduce the predictability of our financial performance. 21 We may pursue acquisitions or other investments that could disrupt our business and harm our financial condition.
ITEM 3. KEY INFORMATION 8 A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors You should carefully consider the following risks before deciding to purchase, hold or sell our ordinary shares.
ITEM 3. KEY INFORMATION A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors You should carefully consider the following risks before deciding to purchase, hold or sell our ordinary shares.
Third parties who are otherwise willing to pay a premium over prevailing market prices to gain control of us may be unwilling to do so because of these provisions. Our share price has been volatile in the past and may be subject to volatility in the future.
Third parties who are otherwise willing to pay a premium over prevailing market prices to gain control of us may be unwilling to do so because of these provisions. 33 Our share price has been volatile in the past and may be subject to volatility in the future.
These risks may impact the integrity and availability of our solutions and may expose us to legal and reputational liability. 21 Any significant system failure, accident, attack or security breach could have a material adverse effect on our business, financial condition and results of operations.
These risks may impact the integrity and availability of our solutions and may expose us to legal and reputational liability. Any significant system failure, accident, attack or security breach could have a material adverse effect on our business, financial condition and results of operations.
Such legislative initiatives may materially and adversely affect our plans to expand internationally and may negatively impact our financial condition, tax liability or results of operations and could increase our administrative efforts. 31 The enactment of legislation changing the United States’ taxation of international business activities could materially impact our financial condition and results of operations.
Such legislative initiatives may materially and adversely affect our plans to expand internationally and may negatively impact our financial condition, tax liability or results of operations and could increase our administrative efforts. The enactment of legislation changing the United States’ taxation of international business activities could materially impact our financial condition and results of operations.
We cannot be certain that the foregoing factors will not have a material adverse effect on our future revenues and, as a result, on our business, operating results, and financial condition. 23 We have incurred net losses in the past and may incur losses in the future.
We cannot be certain that the foregoing factors will not have a material adverse effect on our future revenues and, as a result, on our business, operating results, and financial condition. We have incurred net losses in the past and may incur losses in the future.
If shortages or delays persist, such as due to the worldwide chipset shortage, the price of these components may increase, or the components may not be available at all. We may also encounter shortages if we do not accurately anticipate our needs.
If shortages or delays persist, such as due to the worldwide chipset shortage, the price of these components may increase, or the components may not be available at all. 12 We may also encounter shortages if we do not accurately anticipate our needs.
A breach of our information technology systems could result in decreased performance, operational difficulties and increased costs, any of which could have a material adverse effect on our business and operating results. 34 Our business may be affected by sanctions, export controls and similar measures targeting Russia and other countries and territories, as well as other responses to Russia’s military conflict in Ukraine, including indefinite suspension of operations in Russia and dealings with Russian entities by many multi-national businesses across a variety of industries.
A breach of our information technology systems could result in decreased performance, operational difficulties and increased costs, any of which could have a material adverse effect on our business and operating results. 29 Our business may be affected by sanctions, export controls and similar measures targeting Russia and other countries and territories, as well as other responses to Russia’s military conflict in Ukraine, including indefinite suspension of operations in Russia and dealings with Russian entities by many multi-national businesses across a variety of industries.
Uncertainties about current global economic conditions continue to pose a risk as our current or prospective customers may postpone or reduce demand and spending priorities in response to such uncertainties.
Uncertainties about current global market and economic conditions continue to pose a risk as our current or prospective customers may postpone or reduce demand and spending priorities in response to such uncertainties.
Generally, if for any taxable year, after applying certain “look through” tax rules, (i) 75% or more of our gross income is passive income, or (ii) at least 50% of the fair market value of our assets, averaged quarterly over our taxable year, are held for the production of, or produce, passive income, we would be characterized as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes.
Generally, if for any taxable year, after applying certain “look through” tax rules, (i) 75% or more of our gross income is passive income, or (ii) at least 50% of the fair market value of our assets, averaged quarterly over our taxable year, are held for the production of, or produce, passive income, we would be characterized as a passive foreign investment company (“PFIC”), for U.S. federal income tax purposes.
For a more detailed discussion of the rules relating to PFICs and related tax consequences, please see the section of this annual report titled Item 10.E “Taxation—United States Federal Income Tax Considerations.” 40 If a U.S. person is treated as owning at least 10% of our ordinary shares, such holder may be subject to adverse U.S. federal income tax consequences.
For a more detailed discussion of the rules relating to PFICs and related tax consequences, please see the section of this annual report titled Item 10.E “Taxation—United States Federal Income Tax Considerations.” 34 If a U.S. person is treated as owning at least 10% of our ordinary shares, such holder may be subject to adverse U.S. federal income tax consequences.
This would increase taxes and decrease our net profit. • We have obtained benefits from the Israeli Innovation Authority that subject us to ongoing restrictions. • It may be difficult to enforce a U.S. judgment against us or our officers and directors and to assert U.S. securities laws claims in Israel. • Your rights and responsibilities as a shareholder will be governed by Israeli law, which may differ in some respects from the rights and responsibilities of shareholders of U.S. companies. 12 Risks Related to Our Business and Our Industry Changing or severe global economic conditions could have a material adverse effect on our results of operations.
This would increase taxes and decrease our net profit. • We have obtained benefits from the Israeli Innovation Authority that subject us to ongoing restrictions. • It may be difficult to enforce a U.S. judgment against us or our officers and directors and to assert U.S. securities laws claims in Israel. • Your rights and responsibilities as a shareholder will be governed by Israeli law, which may differ in some respects from the rights and responsibilities of shareholders of U.S. companies. 11 Risks Related to Our Business and Our Industry Changing or severe global market and economic conditions could have a material adverse effect on our results of operations.
In addition, our Key Employee Share Incentive Plan (1997), as amended, or the Share Incentive Plan, provides that, in the event of a “Hostile Takeover” (which is defined to include, among others, an unsolicited acquisition of more than 20% of our outstanding shares), the vesting of all or a portion of our outstanding equity awards will accelerate, unless otherwise determined by our Board of Directors (or a committee thereof).
In addition, our Key Employee Share Incentive Plan (1997), as amended (the “Share Incentive Plan”), provides that, in the event of a “Hostile Takeover” (which is defined to include, among others, an unsolicited acquisition of more than 20% of our outstanding shares), the vesting of all or a portion of our outstanding equity awards will accelerate, unless otherwise determined by our Board of Directors (or a committee thereof).
Laws, regulations and industry standards that apply to our business are becoming more prevalent and constantly evolving, particularly in the area of data privacy and cybersecurity.
Laws, regulations and industry standards that apply to our business are becoming more prevalent and constantly evolving, particularly in the area of data and cybersecurity.
There has been increasing public focus by investors, customers, employees, policymakers, environmental activists, the media and governmental and nongovernmental organizations, as well as other stakeholders, on a variety of ESG matters, which may result in increased costs (including but not limited to increased costs related to compliance, stakeholder engagement, and contracting), impact our reputation, or otherwise affect our business performance.
There has been increasing public focus by investors, customers, employees, policymakers, environmental activists, the media and governmental and nongovernmental organizations, as well as other stakeholders, on a variety of ESG matters, which may increase costs (including but not limited to increased costs related to compliance, stakeholder engagement, and contracting), impact our reputation, or otherwise affect our business performance.
The sales cycles of our solutions to new customers can last for as long as 12 months (and in some cases even longer, for example, with carrier customers) from initial presentation to sale. Long sales cycles result in a delay to our generation of revenue.
The sales cycles of our solutions to large customers can last for as long as 12 months (and in some cases even longer, for example, with carrier customers) from initial presentation to sale. Long sales cycles result in a delay to our generation of revenue.
Similar rules would apply to certain “excess distributions” made with respect to our ordinary shares. For our taxable year ended December 31, 2024, we do not believe that we should be classified as a PFIC.
Similar rules would apply to certain “excess distributions” made with respect to our ordinary shares. For our taxable year ended December 31, 2025, we do not believe that we should be classified as a PFIC.
There can be no assurance, however, that the IRS will not challenge this treatment, and it is possible that the IRS could attempt to treat us as a PFIC for 2024 and prior taxable years.
There can be no assurance, however, that the IRS will not challenge this treatment, and it is possible that the IRS could attempt to treat us as a PFIC for 2025 and prior taxable years.
In addition, while we utilize non-competition agreements with our employees as a means of improving our employee retention, we may be unable to enforce these agreements under applicable laws.
While we utilize non-competition agreements with our employees as a means of improving our employee retention, we may be unable to enforce these agreements under applicable laws.
If we are unable to compete effectively, we may lose market share, and we may be unable to maintain profitability. • We must develop new solutions and enhance existing solutions to remain competitive. • Our reputation and business could be harmed based on real or perceived shortcomings, defects or vulnerabilities in our solutions or if our end-users experience security breaches, which could have a material adverse effect on our business, reputation and operating results. • We use AI Technologies that present regulatory, litigation, and reputational risks that could materially and adversely affect our business, financial condition and results of operations. • We face risks related to the rapidly evolving regulatory framework for AI Technologies. • As a security provider, if our information technology systems and data, or those of our service providers and other contractors, are compromised by cyber-attackers or other malicious actors, or by a critical system failure, our reputation, financial condition and operating results could be materially adversely affected. • Outages, interruptions, or delays in hosting services could impair the delivery of our cloud-based security services and harm our business. • Our products must interoperate with operating systems, software applications and hardware that are developed by others and if we are unable to devote the necessary resources to ensure that our products interoperate with such software and hardware, we may fail to increase, or we may lose market share and we may experience a weakening demand for our products. • Our global operations may expose us to additional risks. • We have incurred net losses in the past and may incur losses in the future. • A slowdown in the growth of the cybersecurity and application delivery solutions market would reduce our addressable market and solutions sales. • If the market for our cloud-based solutions does not continue to develop and grow, we may incur capital and operating losses. • Our solutions may have long sales cycles, which may reduce the predictability of our financial performance. • We may pursue acquisitions or other investments that could disrupt our business and harm our financial condition. • Our business in countries with a history of corruption and transactions with foreign governments increases the risks associated with our international activities. 10 • Currency exchange rates and fluctuations of exchange rates could have a material adverse effect on our results of operations. • Undetected defects and errors may increase our costs and impair the market acceptance of our products. • Our business and operating results could suffer if third parties infringe upon our proprietary technology. • Our products may infringe on the intellectual property rights of others. • Laws, regulations and industry standards affecting our business are evolving, and unfavorable changes could harm our business. • Some of our solutions contain “open source” and third-party software, and any failure to comply with the terms of one or more of these open source and third-party software licenses could negatively affect our business. • The amount of intangible assets and goodwill on our books may in the future lead to significant impairment charges. • Additional tax liabilities, including due to tax positions we have taken, could materially adversely affect our results of operations and financial condition. • The enactment of legislation changing the United States’ taxation of international business activities could materially impact our financial condition and results of operations. • If we are unable to realize our investment objectives, our financial condition and results of operations may be adversely affected. • Complications with the design or implementation of our new ERP system, or major disruptions or deficiencies of our other information technology systems, could adversely impact our business and operations. • We rely on information technology systems to conduct our businesses, and failure to protect these systems against security breaches and otherwise to implement, integrate, upgrade and maintain such systems in working order could have a material adverse effect on our results of operations, cash flows or financial condition. • Our business may be affected by sanctions, export controls and similar measures targeting Russia and other countries and territories, as well as other responses to Russia’s military conflict in Ukraine, including indefinite suspension of operations in Russia and dealings with Russian entities by many multi-national businesses across a variety of industries. • Climate change may have an adverse impact on our business. • Our disclosures and initiatives related to environmental, social and governance (“ESG”) matters expose us to numerous risks, including risks to our reputation, business, financial performance and growth. • We have in the past, and may in the future, become subject to litigation or claims arising in or outside the ordinary course of business that could negatively affect our business operations and financial condition. 11 Risks Related to the Market for Our Ordinary Shares • The estate of the late Yehuda Zisapel, along with Nava Zisapel and Roy Zisapel, our President, Chief Executive Officer and a director, may exert significant influence in the election of our directors and over the outcome of other matters requiring shareholder approval. • Provisions of our Articles of Association and Israeli law as well as the terms of our equity incentive plan could delay, prevent or make a change of control of us more difficult or costly, which could depress the price of our ordinary shares. • Our share price has been volatile in the past and may be subject to volatility in the future. • If we are characterized as a passive foreign investment company, our U.S. shareholders may suffer adverse tax consequences. • If a U.S. person is treated as owning at least 10% of our ordinary shares, such holder may be subject to adverse U.S. federal income tax consequences.
If we are unable to compete effectively, we may lose market share, and we may be unable to maintain profitability. • We must develop new solutions and enhance existing solutions to remain competitive. • Our reputation and business could be harmed based on real or perceived shortcomings, defects or vulnerabilities in our solutions or if our end-users experience security breaches, which could have a material adverse effect on our business, reputation and operating results. • We use AI Technologies that present regulatory, litigation, and reputational risks that could materially and adversely affect our business, financial condition and results of operations. • We face risks related to the rapidly evolving regulatory framework for AI Technologies. 8 • As a security provider, if our information technology systems and data, or those of our service providers and other contractors, are compromised by cyber-attackers or other malicious actors, or by a critical system failure, our reputation, financial condition and operating results could be materially adversely affected. • Outages, interruptions, or delays in hosting services could impair the delivery of our cloud-based security services and harm our business. • Our products must interoperate with operating systems, software applications and hardware that are developed by others and if we are unable to devote the necessary resources to ensure that our products interoperate with such software and hardware, we may fail to increase, or we may lose market share and we may experience a weakening demand for our products. • Our global operations may expose us to additional risks. • We have incurred net losses in the past and may incur losses in the future. • A slowdown in the growth of the cybersecurity and application delivery solutions market would reduce our addressable market and solutions sales. • If the market for our cloud-based solutions does not continue to develop and grow, we may incur capital and operating losses. • Our solutions have long sales cycles, which may reduce the predictability of our financial performance. • We may pursue acquisitions or other investments that could disrupt our business and harm our financial condition. • Our business in countries with a history of corruption and transactions with foreign governments increases the risks associated with our international activities. • Currency exchange rates and fluctuations of exchange rates could have a material adverse effect on our results of operations. • Undetected defects and errors may increase our costs and impair the market acceptance of our products. • Our business and operating results could suffer if third parties infringe upon our proprietary technology. • Our products may infringe on the intellectual property rights of others. 9 • Laws, regulations and industry standards affecting our business are evolving, and unfavorable changes could harm our business. • Some of our solutions contain “open source” and third-party software, and any failure to comply with the terms of one or more of these open source and third-party software licenses could negatively affect our business. • The amount of intangible assets and goodwill on our books may in the future lead to significant impairment charges. • Additional tax liabilities, including due to tax positions we have taken, could materially adversely affect our results of operations and financial condition. • The enactment of legislation changing the United States’ taxation of international business activities could materially impact our financial condition and results of operations. • Complications with the design or implementation of our new enterprise resource planning (“ERP”) system, or major disruptions or deficiencies of our other information technology systems, could adversely impact our business and operations. • We rely on information technology systems to conduct our businesses, and failure to protect these systems against security breaches and otherwise to implement, integrate, upgrade and maintain such systems in working order could have a material adverse effect on our results of operations, cash flows or financial condition. • Our business may be affected by sanctions, export controls and similar measures targeting Russia and other countries and territories, as well as other responses to Russia’s military conflict in Ukraine, including indefinite suspension of operations in Russia and dealings with Russian entities by many multi-national businesses across a variety of industries. • Our disclosures and initiatives related to environmental, social and governance (ESG) matters, including those related to climate change and sustainability, expose us to numerous risks, including risks to our reputation, business, financial performance and growth. • We have in the past, and may in the future, become subject to litigation or claims arising in or outside the ordinary course of business that could negatively affect our business operations and financial condition. 10 Risks Related to the Market for Our Ordinary Shares • The estate of the late Yehuda Zisapel, along with Nava Zisapel and Roy Zisapel, our President, Chief Executive Officer and a director, may exert significant influence in the election of our directors and over the outcome of other matters requiring shareholder approval. • Provisions of our Articles of Association and Israeli law as well as the terms of our equity incentive plan could delay, prevent or make a change of control of us more difficult or costly, which could depress the price of our ordinary shares. • Our share price has been volatile in the past and may be subject to volatility in the future. • If we are characterized as a passive foreign investment company, our U.S. shareholders may suffer adverse tax consequences. • If a U.S. person is treated as owning at least 10% of our ordinary shares, such holder may be subject to adverse U.S. federal income tax consequences. • We are a foreign private issuer and, as a result, we are subject to reporting obligations and corporate governance practices that, to some extent, are more lenient than those of a U.S. domestic public company whose shares are listed on Nasdaq.
Numerous factors, many of which are beyond our control, may cause the market price and trading volume of our ordinary shares to fluctuate significantly and decrease further, including: • operating results that do not meet forecasts by securities analysts; • announcements concerning us or our competitors; 39 • the introduction of new products and new industry standards; • general market conditions and changes in market conditions in our industry; • the general state of securities markets (particularly the technology sector); • political, economic and other developments in the State of Israel, the U.S. and worldwide, including, for example, the Ukraine-Russia and Israel-Hamas military conflicts; and • any of the events underlying any of the other risks or uncertainties set forth elsewhere in this annual report actually occurs.
Numerous factors, many of which are beyond our control, may cause the market price and trading volume of our ordinary shares to fluctuate significantly and decrease further, including: • operating results that do not meet forecasts by securities analysts; • announcements concerning us or our competitors; • the introduction of new products and new industry standards; • general market conditions and changes in market conditions in our industry; • the general state of securities markets (particularly the technology sector); • political, economic and other developments in the State of Israel, the U.S. and worldwide, including, for example, the Ukraine-Russia conflict and uncertainty and conflicts between Israel and Hamas, Israel and Hezbollah and Israel and Iran; and • any of the events underlying any of the other risks or uncertainties set forth elsewhere in this annual report actually occurs.
We have in the past received, and in the future may apply for, royalty-bearing or non-royalty bearing grants from the Israeli Innovation Authority (formerly known as the Office of the Chief Scientist of the Israeli Ministry of Economy and Industry), or the IIA, for research and development programs that meet specified criteria pursuant to the Law for the Encouragement of Research, Development and Technological Innovation in Industry, 1984 (formerly known as the Law for Encouragement of Research and Development in Industry, 1984), and the regulations promulgated thereunder, or the Innovation Law.
We have in the past received, and in the future may apply for, royalty-bearing or non-royalty bearing grants from the Israeli Innovation Authority (formerly known as the Office of the Chief Scientist of the Israeli Ministry of Economy and Industry) (the “IIA”), for research and development programs that meet specified criteria pursuant to the Law for the Encouragement of Research, Development and Technological Innovation in Industry, 1984 (formerly known as the Law for Encouragement of Research and Development in Industry, 1984), and the regulations promulgated thereunder (the “Innovation Law”).
If we are unable to continue to acquire from these ODMs and/or other components vendors on acceptable terms or should any of these ODMs and/or components vendors cease to supply us with such platforms or components for any reason, we may not be able to identify and integrate an alternative source of supply in a timely fashion or at the same costs.
If we are unable to continue to do business with these ODMs and/or other components vendors on acceptable terms or should any of these ODMs and/or components vendors cease to supply us with such platforms or components for any reason, we may not be able to identify and integrate an alternative source of supply in a timely fashion or at the same costs.
They may also be subject to being called to active duty at any time under emergency circumstances. For example, during 2024, in connection with the October 2023 war, approximately 3% of our total workforce was called to perform immediate military service, and additional employees may be called as these armed conflicts progress.
They may also be subject to being called to active duty at any time under emergency circumstances. For example, during 2025 and 2024, in connection with the October 2023 war, approximately 3% of our total workforce was called to perform immediate military service, and additional employees may be called as armed conflicts require.
For example, the recent Inflation Reduction Act enacted in the United States introduced, among other changes, a 15% corporate minimum tax on certain United States corporations and a 1% excise tax on certain stock redemptions by United States corporations (which the U.S.
For example, the Inflation Reduction Act of 2022 enacted in the United States introduced, among other changes, a 15% corporate minimum tax on certain United States corporations and a 1% excise tax on certain stock redemptions by United States corporations (which the U.S.
Each of the above events could have a material adverse effect on our business, operating results, and financial condition. We depend upon independent distributors to sell our solutions to customers. If our distributors do not succeed in selling our products and services, we may not be able to operate profitably.
Each of the above events could have a material adverse effect on our business, operating results, and financial condition. We are highly dependent upon independent distributors to sell our solutions to customers. If our distributors do not succeed in selling our products and services, we may not be able to operate profitably.
Our global operations may expose us to additional risks. We currently offer our solutions in over 80 countries. For the years ended December 31, 2024 and 2023, our sales outside North, Central and South America represented approximately 57% and 60%, respectively, of our total sales.
Our global operations may expose us to additional risks. We currently offer our solutions in over 80 countries. For the years ended December 31, 2025 and 2024, our sales outside North, Central and South America represented approximately 59% and 57%, respectively, of our total sales.
If our distributors do not succeed in selling our products and services, we may not be able to operate profitably. • We must manage our anticipated growth effectively in order to be profitable. • A shortage of components or manufacturing capacity could cause a delay in our ability to fulfill orders or increase our manufacturing costs, and any disruption in our supply chain could have a material adverse effect on our results of operations. • We rely on a few vendors to provide our hardware platforms and components for the manufacture of our products. • Our success depends on our ability to attract, train and retain highly qualified personnel. 9 • Competition in the market for cybersecurity and application delivery solutions and in our industry, in general, is intense.
If our distributors do not succeed in selling our products and services, we may not be able to operate profitably. • A shortage of components or manufacturing capacity could cause a delay in our ability to fulfill orders or increase our manufacturing costs, and any disruption in our supply chain could have a material adverse effect on our results of operations. • We rely on a few vendors to provide our hardware platforms and components for the manufacture of our products. • Our success depends on our ability to attract, train and retain highly qualified personnel. • Competition in the market for cybersecurity and application delivery solutions and in our industry, in general, is intense.
Our ability to maintain or increase profitability in the future depends in part on the following factors: the economic health of the global economy, including geopolitical tensions; record levels of inflation and rising interest rates or a period of elevated interest rates; impacts from tariffs or other trade restrictions; the rate of growth of, and changes in technology trends in our market and other industries in which we currently or may in the future operate; our ability to develop and manufacture new products and technologies and deliver new solutions in a timely manner; the competitive position of our products and services; the continued acceptance of our solutions by our customers and in the industries that we serve; and our ability to manage expenses.
Our ability to maintain or increase profitability in the future depends in part on the following factors: the economic health of the global economy, including geopolitical tensions; record levels of inflation and rising interest rates or a period of elevated interest rates; fluctuations in currency exchange rates, particularly volatility in the NIS/USD exchange rate; impacts from tariffs or other trade restrictions; changes in technology trends in our market and other industries in which we currently or may in the future operate; our ability to develop and manufacture new products and technologies and deliver new solutions in a timely manner; the competitive position of our products and services; the continued acceptance of our solutions by our customers and in the industries that we serve; and our ability to manage expenses.
Summary of Risk Factors The following constitutes a summary of the material risks relevant to an investment in our Company: Risks Related to Our Business and Our Industry • Changing or severe global economic conditions could have a material adverse effect on our results of operations. • We depend upon independent distributors to sell our solutions to customers.
Summary of Risk Factors The following constitutes a summary of the material risks relevant to an investment in our Company: Risks Related to Our Business and Our Industry • Changing or severe global market and economic conditions could have a material adverse effect on our results of operations. • We are highly dependent upon independent distributors to sell our solutions to customers.
In particular, if the models underlying our AI Technologies are: incorrectly designed or implemented; trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data, or on data to which we do not have sufficient rights or in relation to which we and/or the providers of such data have not implemented sufficient legal compliance measures; used without sufficient oversight and governance; and/or adversely impacted by unforeseen defects, technical challenges, cybersecurity threats or material performance issues, the performance of our products, services and business, as well as our reputation, could suffer, or we could incur liability resulting from the violation of laws or contracts to which we are a party or civil claims.
In particular, if the models underlying our AI Technologies are incorrectly designed or implemented; trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data, or on data to which we do not have sufficient rights or in relation to which we and/or the providers of such data have not implemented sufficient legal compliance measures; used without sufficient oversight and governance; and/or adversely impacted by unforeseen defects, technical challenges, cybersecurity threats or material performance issues, the performance of our products, services and business, as well as our reputation, could suffer, or we could incur liability resulting from the violation of laws or contracts to which we are a party or civil claims. 16 With respect to our products or services that incorporate AI Technologies, the market for such products and services is rapidly evolving.
This concentration of ownership of our ordinary shares could delay or prevent proxy contests, mergers, tender offers, or other purchases of our ordinary shares that might otherwise give our shareholders the opportunity to realize a premium over the then-prevailing market price for our ordinary shares.
This concentration of ownership of our ordinary shares could delay or prevent proxy contests, mergers, tender offers, or other purchases of our ordinary shares that might otherwise give our shareholders the opportunity to realize a premium over the then-prevailing market price for our ordinary shares. This concentration of ownership may also adversely affect our share price.
Subject to specified time limitations and legal procedures, under the rules of private international law currently prevailing in Israel, Israeli courts may enforce a U.S. judgment in a civil matter, including a judgment based upon the civil liability provisions of the U.S. securities laws as well as a monetary or compensatory judgment in a non-civil matter, only if the following key conditions are met: • subject to limited exceptions, the judgment is final and non-appealable; • the judgment was given by a court competent under the laws of the state of the court and is otherwise enforceable in such state; • the judgment was rendered by a court competent under the rules of private international law applicable in Israel; • the laws of the state in which the judgment was given provide for the enforcement of judgments of Israeli courts; • adequate service of process has been effected and the defendant has had a reasonable opportunity to present his arguments and evidence; • the judgment is enforceable under the laws of the State of Israel and its enforcement is not contrary to the law, public policy, security, or sovereignty of the State of Israel; • the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties; and • an action between the same parties in the same matter was not pending in any Israeli court at the time the lawsuit was instituted in the U.S. court. 44 Your rights and responsibilities as a shareholder will be governed by Israeli law, which may differ in some respects from the rights and responsibilities of shareholders of U.S. companies.
Certain matters of procedure will also be governed by Israeli law. 38 Subject to specified time limitations and legal procedures, under the rules of private international law currently prevailing in Israel, Israeli courts may enforce a U.S. judgment in a civil matter, including a judgment based upon the civil liability provisions of the U.S. securities laws as well as a monetary or compensatory judgment in a non-civil matter, only if the following key conditions are met: • subject to limited exceptions, the judgment is final and non-appealable; • the judgment was given by a court competent under the laws of the state of the court and is otherwise enforceable in such state; • the judgment was rendered by a court competent under the rules of private international law applicable in Israel; • the laws of the state in which the judgment was given provide for the enforcement of judgments of Israeli courts; • adequate service of process has been effected and the defendant has had a reasonable opportunity to present his arguments and evidence; • the judgment is enforceable under the laws of the State of Israel and its enforcement is not contrary to the law, public policy, security, or sovereignty of the State of Israel; • the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties; and • an action between the same parties in the same matter was not pending in any Israeli court at the time the lawsuit was instituted in the U.S. court.
If we are unable to compete effectively, we may lose market share, and we may be unable to maintain profitability. The cybersecurity and application delivery solutions marketplace is highly competitive and has very few barriers to entry, particularly in our focus areas.
Competition in the market for cybersecurity and application delivery solutions and in our industry, in general, is intense. If we are unable to compete effectively, we may lose market share, and we may be unable to maintain profitability. The cybersecurity and application delivery solutions marketplace is highly competitive and has very few barriers to entry, particularly in our focus areas.
We regularly review our intangible and tangible assets, including goodwill, for impairment. Goodwill is subject to impairment review at least annually, and other intangible assets are reviewed for impairment when there is an indication that impairment may have occurred. Impairment testing has led to, and may in the future lead to, significant impairment charges.
Goodwill is subject to impairment review at least annually, and other intangible assets are reviewed for impairment when there is an indication that impairment may have occurred. Impairment testing has led to, and may in the future lead to, significant impairment charges.
Long sales cycles also subject us to risks not usually encountered in short sales cycles, including our customers’ budgetary constraints and internal acceptance reviews and processes prior to purchase. In addition, orders expected in one quarter could shift to another because of the timing of our customers’ procurement decisions.
Long sales cycles also subject us to risks not usually encountered in short sales cycles, including our customers’ budgetary constraints and internal acceptance reviews and processes prior to purchase. In addition, orders expected in one quarter have in the past on several occasions, and could in the future, shift to another because of the timing of our customers’ procurement decisions.
In each of 2024 and 2023, 3% of our total revenues were from sales to customers located in Russia. We continuously review and monitor our contractual relationships with suppliers and customers to establish whether any of them are the target of the applicable sanctions.
In 2025 and 2024, 2% and 3% of our total revenues were from sales to customers located in Russia, respectively. We continuously review and monitor our contractual relationships with suppliers and customers to establish whether any of them are the target of the applicable sanctions.
Moreover, our operation of any acquired or merged businesses, technologies or assets could involve numerous risks, including: • post-merger integration problems resulting from the combination of any acquired operations with our own operations or from the combination of two or more operations into a new unified entity; • diversion of management’s attention from our core business; • substantial expenditures, which could divert funds from other corporate uses; • entering markets in which we have little or no experience; • loss of key employees of the acquired operations; and • known or unknown contingent liabilities, including, but not limited to, tax and litigation costs. 25 We cannot be certain that any past or future acquisitions or mergers will be successful.
Moreover, our operation of any acquired or merged businesses, technologies or assets could involve numerous risks, including: • post-merger integration problems resulting from the combination of any acquired operations with our own operations or from the combination of two or more operations into a new unified entity; • diversion of management’s attention from our core business; • substantial expenditures, which could divert funds from other corporate uses; • entering markets in which we have little or no experience; • loss of key employees of the acquired operations; and • known or unknown contingent liabilities, including, but not limited to, tax and litigation costs.
Other macro conditions may have other adverse effects on the economy, which are difficult to predict, such as instability of any bank with which we maintain a commercial relationship, inflation pressures, rising interest rates or a period of elevated interest rates or impacts from tariffs or other trade restrictions.
Other macro conditions may have other adverse effects on the global markets and economy, which are difficult to predict, such as disruptions of the global supply chain and energy markets, instability of any bank with which we maintain a commercial relationship, inflation pressures, rising interest rates or a period of elevated interest rates or impacts from tariffs or other trade restrictions.
We have in the past benefited, and currently benefit, from certain government programs and tax benefits in Israel, including in connection with our preferred enterprise program (see under Item 10.E “Taxation—Israeli Tax Considerations”). To remain eligible to obtain such tax benefits, we must continue to meet certain conditions.
This would increase taxes and decrease our net profit. We have in the past benefited, and currently benefit, from certain government programs and tax benefits in Israel, including in connection with our preferred enterprise program (see under Item 10.E “Taxation—Israeli Tax Considerations”). To remain eligible to obtain such tax benefits, we must continue to meet certain conditions.
While we have implemented safeguards to prevent these practices by our employees, consultants, channel partners and sales agents, our existing safeguards and any future improvements may prove to be less than effective, and our employees, consultants, channel partners or sales agents may engage in conduct for which we might be held responsible.
The safeguards we have implemented or may implement in the future to prevent these practices by our employees, consultants, channel partners and sales agents may prove to be less than effective, and our employees, consultants, channel partners or sales agents may engage in conduct for which we might be held responsible.
Risks Related to Operations in Israel • Political, economic and military instability in the Middle East or Israel, including the state of war declared in Israel in October 2023, may harm our business. • The tax benefits we may receive in connection with our preferred enterprise program require us to satisfy prescribed conditions and may be terminated or reduced in the future.
Risks Related to Operations in Israel • Political, economic and military instability in the Middle East or Israel may harm our business. • The tax benefits we may receive in connection with our preferred enterprise program require us to satisfy prescribed conditions and may be terminated or reduced in the future.
If the operation of the business of any future acquisitions or mergers disrupts our operations, our results of operations may be adversely affected, and even if we successfully integrate the acquired business with our own, we may not receive the intended benefits of the acquisition.
We cannot be certain that any past or future acquisitions or mergers will be successful. If the operation of the business of any future acquisitions or mergers disrupts our operations, our results of operations may be adversely affected, and even if we successfully integrate the acquired business with our own, we may not receive the intended benefits of the acquisition.
Accordingly, political, economic, and security conditions in Israel and the surrounding region could directly affect our business, and our operations and financial results could be adversely affected in the event of any political instability, terrorism, armed conflicts, or other hostilities in the Middle East or Israel.
Accordingly, political, economic, and security conditions in Israel and the surrounding region could directly affect our business, and our operations and financial results could be adversely affected in the event of any political instability, terrorism, armed conflicts, or other hostilities in the Middle East or Israel, including the ongoing uncertainty with Iran, Hezbollah and Hamas.
For example, in September 2024, in connection with the October 2023 war, Moody’s Investors Service (Moody’s) downgraded the Government of Israel’s foreign-currency and local-currency issuer ratings to BAA1 from A2, and in October 2024, S&P global downgraded Israel long-term ratings to A from A+. Other global rating agencies may take similar actions.
For example, in September 2024, Moody’s Investors Service (Moody’s) downgraded the Government of Israel’s foreign-currency and local-currency issuer ratings to BAA1 from A2, which is also the current rating, and in October 2024, S&P global downgraded Israel long-term ratings to A from A+, which is also the current rating. Other global rating agencies may take similar actions.
There is little binding case law in Israel addressing these matters. If U.S. law is found to be applicable, the content of applicable U.S. law must be proven as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law.
There is little binding case law in Israel addressing these matters. If U.S. law is found to be applicable, the content of applicable U.S. law must be proven as a fact, which can be a time-consuming and costly process.
We rely on a few vendors to provide our hardware platforms and components for the manufacture of our products. We primarily rely on a few original design manufacturers, or ODMs, for the manufacture and supply of our hardware platforms, with approximately 82% of our direct product costs in 2024 related to these vendors.
We rely on a few vendors to provide our hardware platforms and components for the manufacture of our products. We primarily rely on a few original design manufacturers (“ODMs”), for the manufacture and supply of our hardware platforms, with approximately 81% of our direct product costs in 2025 related to these vendors.
If our ESG-related data, processes and reporting are incomplete or inaccurate, or if we fail to achieve progress with respect to our ESG goals on a timely basis, or at all, our reputation, business, financial performance and growth could be adversely affected.
If our ESG-related data, processes and reporting are incomplete or inaccurate, or if we fail to achieve progress with respect to our ESG goals on a timely basis, or at all, our reputation, business, financial performance and growth could be adversely affected. Moreover, various stakeholders have different, and at times conflicting expectations.
As of March 21, 2025, the estate of the late Yehuda Zisapel beneficially owned approximately 2.47% of our outstanding ordinary shares, which is held in two equal parts by Roy Zisapel’s siblings (namely, Carmi Zisapel and Adi Zisapel); Nava Zisapel beneficially owned approximately 6.79% of our outstanding ordinary shares; and their son, Roy Zisapel (our President, Chief Executive Officer and a director), beneficially owned approximately 5.06% of our outstanding ordinary shares (which includes 1/3 of our outstanding ordinary shares of the estate of the late Yehuda Zisapel) (see Items 6.E “Share Ownership” and 7.A “Major Shareholders”).
As of March 20, 2026, the estate of the late Yehuda Zisapel beneficially owned approximately 2.5% of our outstanding ordinary shares, which is held in two equal parts by Roy Zisapel’s siblings (namely, Carmi Zisapel and Adi Zisapel); Nava Zisapel beneficially owned approximately 6.9% of our outstanding ordinary shares; and their son, Roy Zisapel (our President, Chief Executive Officer and a director), beneficially owned approximately 5.9% of our outstanding ordinary shares (which includes one third of our outstanding ordinary shares of the estate of the late Yehuda Zisapel) (see Items 6.E “Share Ownership” and 7.A “Major Shareholders”).
With respect to our products or services that incorporate AI Technologies, the market for such products and services is rapidly evolving. We cannot be sure that the market will continue to grow or that it will grow in ways we anticipate. In addition, market acceptance and consumer perceptions of products and services that incorporate AI Technologies is uncertain.
We cannot be sure that the market will continue to grow or that it will grow in ways we anticipate. In addition, market acceptance and consumer perceptions of products and services that incorporate AI Technologies is uncertain.
Any changes in our distributor relationships or distribution channels, including a termination or other disruption of our commercial relationship with our distributors or our inability to establish distribution channels for new products and services, could impair our ability to sell our products and services and have a material adverse effect on our business, financial condition and results of operations. 13 We must manage our anticipated growth effectively in order to be profitable.
Any changes in our distributor relationships or distribution channels, including a termination or other disruption of our commercial relationship with our distributors or our inability to establish distribution channels for new products and services, could impair our ability to sell our products and services and have a material adverse effect on our business, financial condition and results of operations.
Many countries are beginning to implement legislation and other guidance to align their international tax rules with the OECD’s BEPS recommendations, for example, by signing up to the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent BEPS (“MLI”) which currently has been signed by over 100 jurisdictions, including Israel, who deposited its instrument of ratification to implement the MLI on September 13, 2018.
Many countries are beginning to implement legislation and other guidance to align their international tax rules with the OECD’s BEPS recommendations, for example, by signing up to the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent BEPS (“MLI”) which currently has been signed by over 100 jurisdictions, including Israel, who deposited its instrument of ratification to implement the MLI on September 13, 2018. 27 The MLI implements some of the measures that the BEPS initiative proposes to be transposed into existing treaties of participating states.
Already, certain existing legal regimes (e.g., relating to data privacy) regulate certain aspects of AI technologies, and new laws regulating AI technologies have either entered into force in the United States, the EU, China and Israel or are expected to enter into force in 2025.
Already, certain existing legal regimes (e.g., relating to data privacy) regulate certain aspects of AI technologies, and new laws regulating AI technologies have either entered into force or are expected to enter into force in the near future.
This concentration of ownership may also adversely affect our share price. 38 Provisions of our Articles of Association and Israeli law as well as the terms of our equity incentive plan could delay, prevent or make a change of control of us more difficult or costly, which could depress the price of our ordinary shares.
Provisions of our Articles of Association and Israeli law as well as the terms of our equity incentive plan could delay, prevent or make a change of control of us more difficult or costly, which could depress the price of our ordinary shares.
In light of the foregoing, we may not be able to hire or retain sufficient personnel to support our business operations or, if we do, we may be required to offer increased compensation to attract such employees, which could have a material adverse effect on our business, financial condition and results of operations. 15 Competition in the market for cybersecurity and application delivery solutions and in our industry, in general, is intense.
In light of the foregoing, we may not be able to hire or retain sufficient personnel to support our business operations or, if we do, we may be required to offer increased compensation to attract such employees, which could have a material adverse effect on our business, financial condition and results of operations.
Violations of the FCPA, the UK Bribery Act or other anti-corruption laws may result in severe criminal or civil sanctions, including suspension or debarment from government contracting, and we may be subject to other liabilities, which could negatively affect our business, operating results, and financial condition.
Violations of the FCPA, the UK Bribery Act or other anti-corruption laws may result in severe criminal or civil sanctions, including suspension or debarment from government contracting, and we may be subject to other liabilities, which could negatively affect our business, operating results, and financial condition. 22 Currency exchange rates and fluctuations of exchange rates could have a material adverse effect on our results of operations.
We expect competition to intensify in the future, and we may lose market share if we are unable to compete effectively. Most of our competitors have greater financial, personnel and other resources than we have, which may limit our ability to effectively compete with them.
We expect competition to intensify in the future, including as a result of the integration of AI technologies into the markets in which we compete, and we may lose market share if we are unable to compete effectively. 13 Most of our competitors have greater financial, personnel and other resources than we have, which may limit our ability to effectively compete with them.
Further, if we are deemed to not have sufficient rights to the data we use to train our Gen AI, we may be subject to litigation by the owners of the content or other materials that comprise such data, similar to the litigation that is currently pending in various U.S. courts against other developers of Gen AI, and in which the outcome of such litigation is uncertain. 19 We may not be successful in our ongoing development and maintenance of these technologies in the face of novel and evolving technical, reputational and market factors.
Further, if we are deemed to not have sufficient rights to the data we use to train our Gen AI, we may be subject to litigation by the owners of the content or other materials that comprise such data, similar to the litigation that is currently pending in various U.S. courts against other developers of Gen AI, and in which the outcome of such litigation is uncertain.
Our products have occasionally contained, and may in the future contain, undetected defects or errors, especially when first introduced or when new versions are released, due to defects or errors that we fail to detect, including in components supplied to us by third parties. These defects or errors may be found after the commencement of commercial shipments.
Undetected defects and errors may increase our costs and impair the market acceptance of our products. Our products have occasionally contained, and may in the future contain, undetected defects or errors, especially when first introduced or when new versions are released, due to defects or errors that we fail to detect, including in components supplied to us by third parties.
Our inability to maintain such licenses or the need to engage in litigation regarding these matters, could result in delays in releases of new products, and could otherwise disrupt our business, unless and until equivalent technology can be identified, licensed, or developed at substantially the same costs to us.
Our inability to maintain such licenses or the need to engage in litigation regarding these matters, could result in delays in releases of new products, and could otherwise disrupt our business, unless and until equivalent technology can be identified, licensed, or developed at substantially the same costs to us. 26 The amount of intangible assets and goodwill on our books may in the future lead to significant impairment charges.
In addition, a change of control in us and the acquisition of 5% or more of our ordinary shares by a non-Israeli may require notification to the IIA and the provision of an undertaking to comply with the Innovation Law, some of the principal restrictions and penalties of which are the transferability limits described above and elsewhere in this annual report. 43 It may be difficult to enforce a U.S. judgment against us or our officers and directors and to assert U.S. securities laws claims in Israel.
In addition, a change of control in us and the acquisition of 5% or more of our ordinary shares by a non-Israeli may require notification to the IIA and the provision of an undertaking to comply with the Innovation Law, some of the principal restrictions and penalties of which are the transferability limits described above and elsewhere in this annual report.
The market price for our ordinary shares, as well as the prices of shares of other technology companies, has been volatile. For example, during 2024, the lowest closing price of our share was $15.71, compared to the highest closing price of our share of $24.52 during the same year.
The market price for our ordinary shares, as well as the prices of shares of other technology companies, has been volatile. For example, during 2025, the lowest closing price of our share was $19.43, compared to the highest closing price of our share of $30.80 during the same year.
Due to technology advancements, we are required from time to time to make “last buy” type of stock purchases of such dated components for our products. 14 Any disruption in our supply chain, such as disruptions resulting from failure in telecommunication systems; acts of war, terrorism, cyber-attacks or natural disasters, including major environmental or public health concerns, such as the COVID-19 pandemic, lack of skilled labor, the disruption of transportation networks, and adverse weather conditions, could have a material adverse effect on our business, financial condition and results of operations.
Any disruption in our supply chain, such as disruptions resulting from failure in telecommunication systems; acts of war, terrorism, cyber-attacks or natural disasters, including major environmental or public health concerns, such as the COVID-19 pandemic; lack of skilled labor; the disruption of transportation networks; and adverse weather conditions, could have a material adverse effect on our business, financial condition and results of operations.
In addition, because our customers integrate our products into their networks with products from other vendors, it may be difficult to identify the product that has caused the problem in the network.
These defects or errors may be found after the commencement of commercial shipments. In addition, because our customers integrate our products into their networks with products from other vendors, it may be difficult to identify the product that has caused the problem in the network.
Our disclosures and initiatives related to ESG matters expose us to numerous risks, including risks to our reputation, business, financial performance and growth.
Our disclosures and initiatives related to environmental, social and governance (ESG) matters, including those related to climate change and sustainability, expose us to numerous risks, including risks to our reputation, business, financial performance and growth.
Our business is affected by global economic conditions, uncertainties and downturns, including as a result of the state of war declared in Israel in October 2023 and instability in the Middle East (see the risk factor below titled “Political, economic and military instability in the Middle East or Israel, including the state of war declared in Israel in October 2023, may harm our business”), the war in Ukraine (see the risk factor below titled “Our business may be affected by sanctions, export controls and similar measures targeting Russia and other countries and territories, as well as other responses to Russia’s military conflict in Ukraine, including indefinite suspension of operations in Russia and dealings with Russian entities by many multi-national businesses across a variety of industries”), the tensions between China and Taiwan, export controls recently imposed by the United States with respect to, among other things, graphics processing units (GPUs), and central banks in the markets in which we operate that have tightened their monetary policies and, until recently, raised interest rates, which may impact current and anticipated market demand for our solutions.
Our business is affected by global market and economic conditions, uncertainties and downturns, including as a result of instability in the Middle East (see the risk factor below titled “Political, economic and military instability in the Middle East or Israel may harm our business”), the tensions between China and Taiwan, export controls recently imposed by the United States with respect to, among other things, graphics processing units (GPUs), and central banks in the markets in which we operate that have tightened their monetary policies and, until recently, raised interest rates, which may impact current and anticipated market demand for our solutions.
We rely on third-party service providers to supply physical hosting, cloud environments, and specific support technologies in order to deliver and support our security solutions, in addition to internal functions, such as human resources, finance, and electronic communications, all of which are designed to enable us to conduct, monitor, and/or protect our business, operations, systems, and data assets.
Furthermore, the costs to eliminate or address security threats and vulnerabilities before or after a cyber-security incident and any resulting regulatory or litigation actions could be significant. 18 We rely on third-party service providers to supply physical hosting, cloud environments, and specific support technologies in order to deliver and support our security solutions, in addition to internal functions, such as human resources, finance, and electronic communications, all of which are designed to enable us to conduct, monitor, and/or protect our business, operations, systems, and data assets.
Any inability to develop, offer or deploy new AI Technologies as effectively, as quickly and/or as cost-efficiently as our competitors could have a materially adverse impact on our operating results, customer relationships and growth.
Those other companies may develop AI Technologies that are similar or superior to ours and/or are more cost-effective and/or quicker to develop, deploy and maintain. Any inability to develop, offer or deploy new AI Technologies as effectively, as quickly and/or as cost-efficiently as our competitors could have a materially adverse impact on our operating results, customer relationships and growth.
To the extent that such changes have a negative impact on us, our suppliers or our consumers, including as a result of related uncertainty, these changes may materially and adversely impact our business, financial condition, results of operations and cash flow.
To the extent that such changes have a negative impact on us, our suppliers or our consumers, including as a result of related uncertainty, these changes may materially and adversely impact our business, financial condition, results of operations and cash flow. 28 Complications with the design or implementation of our new ERP system, or major disruptions or deficiencies of our other information technology systems, could adversely impact our business and operations.
In addition, any major disruptions or deficiencies in the design and implementation of our other information technology systems, particularly those that impact our operations, could adversely affect our ability to run our business.
In addition, any major disruptions or deficiencies in the design and implementation of our other information technology systems, particularly those that impact our operations, could adversely affect our ability to run our business. In 2025, we also completed the migration of our on‑premises data warehouse and business intelligence systems to a cloud‑based environment.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeCommencing January 1, 2023, we have determined that the Company operates in two reportable segments: • Radware’s Core Business – this segment consists of our core business operations, including our cloud security as-a-service products, application and data centers security products and our application availability products; and • The Hawks’ Business – this segment consists of the operations of our two subsidiaries: SkyHawk (CNP) Security Ltd., or SkyHawk Security, which provides an agentless Cloud-native threat Detection and Response (CDR), combined with Cloud Infrastructure Entitlement Management (CIEM), Cloud Security Posture Management (CSPM) and Autonomous Purple Team for AWS Google Cloud and Azure, and EdgeHawk Security Ltd., or EdgeHawk, which is engaged in providing carrier security solutions by transforming routers and network nodes into security platforms.
Biggest change(“SkyHawk Security”), which provides an agentless Cloud-native threat Detection and Response (“CDR”), combined with Cloud Infrastructure Entitlement Management (“CIEM”), Cloud Security Posture Management (“CSPM”) and Autonomous Purple Team for AWS Google Cloud and Azure, and EdgeHawk Security Ltd. (“EdgeHawk”), which is engaged in providing carrier security solutions by transforming routers and network nodes into security platforms.
While we continue to develop a program that recognizes our environmental impact, we have already implemented various activities to measure and foster our environmental focus, including the following highlights: • We have implemented key performance indicators (KPIs), which set quantitative reduction goals for the use of water, power and paper; 65 • We work with our suppliers to maintain compliance with various environmental laws and guidelines, such as RoHS and WEEE in the EU, and adopted our Conflict Minerals Policy available at www.radware.com/corporategovernance/conflictminerals (information contained on our website, including in our Conflict Minerals Policy, is not incorporated herein by reference and shall not constitute part of this annual report), which outlines our practices and procedures with respect to responsible sourcing of minerals from conflict-affected and high-risk areas; and • Our corporate headquarters in Tel Aviv, Israel, as well as our training rooms in Tel Aviv are designed in the “TED” style to serve as multifunctional work spaces while the operations room utilizes NVX video technology in order to minimize the amount of copper wiring required to function and travel.
While we continue to develop a program that recognizes our environmental impact, we have already implemented various activities to measure and foster our environmental focus, including the following highlights: • We have implemented key performance indicators (KPIs), which set quantitative reduction goals for the use of water, power and paper; • We work with our suppliers to maintain compliance with various environmental laws and guidelines, such as RoHS and WEEE in the EU, and adopted our Conflict Minerals Policy available at www.radware.com/corporategovernance/conflictminerals (information contained on our website, including in our Conflict Minerals Policy, is not incorporated herein by reference and shall not constitute part of this annual report), which outlines our practices and procedures with respect to responsible sourcing of minerals from conflict-affected and high-risk areas; and • Our corporate headquarters in Tel Aviv, Israel, as well as our training rooms in Tel Aviv are designed in the “TED” style to serve as multifunctional work spaces while the operations room utilizes NVX video technology in order to minimize the amount of copper wiring required to function and travel.
Accordingly, any non-Israeli who acquires 5% or more of our ordinary shares will be required to notify us that it has become an interested party and needs to sign an undertaking to comply with the Innovation Law. 64 The Israeli authorities have indicated in the past that the government may further reduce or abolish the IIA grants in the future.
Accordingly, any non-Israeli who acquires 5% or more of our ordinary shares will be required to notify us that it has become an interested party and needs to sign an undertaking to comply with the Innovation Law. The Israeli authorities have indicated in the past that the government may further reduce or abolish the IIA grants in the future.
We believe that this flexibility drives increased job satisfaction while addressing the major challenges of remote work, such as isolation and lack of community. 66 Governance As part of our sustainable and other ESG operations policies, we aim to conduct our corporate governance and build corporate behavior mechanisms to align with the interest of all our stakeholders.
We believe that this flexibility drives increased job satisfaction while addressing the major challenges of remote work, such as isolation and lack of community. Governance As part of our sustainable and other ESG operations policies, we aim to conduct our corporate governance and build corporate behavior mechanisms to align with the interest of all our stakeholders.
We offer an additional protection layer dedicated to detecting and mitigating sophisticated application-layer DDoS attacks. Our Cloud Web DDoS Protection uses advanced L7 behavioral-based detection and mitigation techniques to block sophisticated Web DDoS Tsunami attacks, offering protection against advanced HTTP/S floods that use randomization techniques to bypass traditional protections. o CDN .
We offer an additional protection layer dedicated to detecting and mitigating application-layer DDoS attacks. Our Cloud Web DDoS Protection uses advanced L7 behavioral-based detection and mitigation techniques to block Web DDoS Tsunami attacks, offering protection against advanced HTTP/S floods that use randomization techniques to bypass traditional protections. o CDN .
For additional details regarding the breakdown of our revenues by geographical distribution and by activity, see Item 5.A – “Operating Results.” 58 Seasonality Our quarterly operating results have been, and are likely to continue to be, influenced by seasonal fluctuations in our sales and by seasonal purchasing patterns of some of our customers.
For additional details regarding the breakdown of our revenues by geographical distribution and by activity, see Item 5.A – “Operating Results.” Seasonality Our quarterly operating results have been, and are likely to continue to be, influenced by seasonal fluctuations in our sales and by seasonal purchasing patterns of some of our customers.
This service is recommended for organizations that have applications hosted in the cloud or those that are not able to deploy an on-premise attack mitigation device in their data center. o Always-On Hybrid Cloud DDoS Protection Service. This service integrates with our on-premise DDoS Protection device.
This service is recommended for organizations that have applications hosted in the cloud or those that are not able to deploy an on-premise attack mitigation device in their data center. 41 o Always-On Hybrid Cloud DDoS Protection Service. This service integrates with our on-premise DDoS Protection device.
See also below under “Government Regulations – Israeli Innovation Authority.” 59 Manufacturing and Suppliers Our quality assurance testing, final integration, packaging, and shipping operations as well as part of our final assembly activities are primarily performed at our facility in Jerusalem, Israel.
See also below under “Government Regulations – Israeli Innovation Authority.” Manufacturing and Suppliers Our quality assurance testing, final integration, packaging, and shipping operations as well as part of our final assembly activities are primarily performed at our facility in Jerusalem, Israel.
Our Cloud Web DDoS Protection uses advanced L7 behavioral-based detection and mitigation techniques to block sophisticated Web DDoS Tsunami attacks, offering protection against advanced HTTP/S floods that use randomization techniques to bypass traditional protections. o Cloud Firewall as a Service.
Our Cloud Web DDoS Protection uses advanced L7 behavioral-based detection and mitigation techniques to block Web DDoS Tsunami attacks, offering protection against advanced HTTP/S floods that use randomization techniques to bypass traditional protections. o Cloud Firewall as a Service.
We have subsidiaries and representative offices and branches in multiple countries to cover the above mentioned regions (see Item 4.C “Organizational Structure”), to promote and market our products and services and provide customer support in their respective regions. 57 Marketing.
We have subsidiaries and representative offices and branches in multiple countries to cover the above mentioned regions (see Item 4.C “Organizational Structure”), to promote and market our products and services and provide customer support in their respective regions. Marketing.
An analytics module provides an intuitive, customizable Graphical User Interface with granular forensic insights into application performance, denial-of-service and web application attacks. o Cyber Controller X: In addition to the “Standard” license features, provides the ability to manage the DefensePro X product line using the new Cyber Controller X stream. o Cyber Controller Plus: An add-on on top of either the “Standard” or “X” licenses, enabling orchestration, automation and out-of-path capabilities for attack life-cycle. o Cyber Controller MSSP Portal: the MSSP Portal is designed to help service providers to deliver cyber security services while simultaneously reducing Total Cost of Ownership (TCO) and Mean Time to Resolve (MTTR), and surpassing margin revenue targets.
An analytics module provides an intuitive, customizable Graphical User Interface with granular forensic insights into application performance, denial-of-service and web application attacks. o Cyber Controller X: In addition to the “Standard” license features, provides the ability to manage the DefensePro X product line using the new Cyber Controller X stream. o Cyber Controller Plus: An add-on on top of either the “Standard” or “X” licenses, enabling orchestration, automation and out-of-path capabilities for attack life-cycle. o Cyber Controller MSSP Portal: the MSSP Portal is designed to help service providers to deliver cyber security services while simultaneously reducing Total Cost of Ownership (TCO) and MTTR, and surpassing margin revenue targets.
The plan includes, on top of the Standard Plan, our Advanced WAF with its path access protection engine that protects against more sophisticated unknown and zero-day attacks, AI-based Correlation Engine (Source Blocking), 10Gbps of network DDoS Protection, as well as JS supply chain mapping, monitoring, and attack detection for client-side protection.
The plan includes, on top of the Standard plan, Radware’s Advanced WAF with its path access protection engine that protects against more sophisticated unknown and zero-day attacks, AI-based Correlation Engine (Source Blocking), 10Gbps of network DDoS Protection, as well as JS supply chain mapping, monitoring, and attack detection for client-side protection.
In the event that additional or substitute offices and facilities are required, we believe that we could obtain such offices and facilities at commercially reasonable rates. 69 Israel.
In the event that additional or substitute offices and facilities are required, we believe that we could obtain such offices and facilities at commercially reasonable rates. Israel.
For more information, see Item 7.B “Related Party Transactions.” In addition, we lease approximately 3,600 square feet of space in Jerusalem, Israel, for development facilities from an affiliated company owned by the heirs of the late Yehuda Zisapel and Nava Zisapel. The lease expires in July 2025.
For more information, see Item 7.B “Related Party Transactions.” In addition, we lease approximately 3,600 square feet of space in Jerusalem, Israel, for development facilities from an affiliated company owned by the heirs of the late Yehuda Zisapel and Nava Zisapel. The lease expires in July 2028.
Leveraging the power of multitenancy, our MSSP portal enables service providers to efficiently manage multiple customers, ensuring seamless operations and optimal resource utilization. 52 Customer Services We offer managed services, professional services, technical support and training and certification to our customers and partners. Our key customer services consist of the following: o Certainty Support Program .
Leveraging the power of multitenancy, our MSSP portal enables service providers to efficiently manage multiple customers, ensuring seamless operations and optimal resource utilization. 46 Customer Services We offer managed services, professional services, technical support and training and certification to our customers and partners. Our key customer services consist of the following: o Certainty Support Program .
Even if these grants are maintained, we cannot presently predict what would be the amounts of future grants, if any, that we might receive. In 2024, 2023, and 2022, we were qualified to participate in projects funded by the IIA to develop generic technology relevant to the development of our products.
Even if these grants are maintained, we cannot presently predict what would be the amounts of future grants, if any, that we might receive. In 2025, 2024, and 2023, we were qualified to participate in projects funded by the IIA to develop generic technology relevant to the development of our products.
Our Code of Conduct and Ethics is intended to promote various elements of ethical business conduct, such as compliance with laws; avoiding conflict of interests and personal exploitation of corporate opportunities; fair dealing; confidentiality of information; and other policies and guidelines in connection with insider trading and anti-corruption laws and policies. 67 C.
Our Code of Conduct and Ethics is intended to promote various elements of ethical business conduct, such as compliance with laws; avoiding conflict of interests and personal exploitation of corporate opportunities; fair dealing; confidentiality of information; and other policies and guidelines in connection with insider trading and anti-corruption laws and policies. 59 C.
This service is recommended for organizations that can deploy an on-premise device in their data centers. 47 We offer several Add Ons to our Cloud DDoS Protection Service: o Cloud Web DDoS Protection. We offer our cloud customers an additional protection layer dedicated to detecting and mitigating sophisticated application-layer DDoS attacks.
This service is recommended for organizations that can deploy an on-premise device in their data centers. We offer several Add-Ons to our Cloud DDoS Protection Service: o Cloud Web DDoS Protection. We offer our cloud customers an additional protection layer dedicated to detecting and mitigating application-layer DDoS attacks.
Our DNSaaS provides comprehensive Domain Name System (DNS) management, which is essential for the seamless functioning of any online application. It's about safeguarding businesses’ digital presence and ensuring end-users a seamless experience. 49 o Load Balancer as a Service .
Our DNSaaS provides comprehensive Domain Name System (DNS) management, which is essential for the seamless functioning of any online application. It's about safeguarding businesses’ digital presence and ensuring end-users a seamless experience. 43 o Load Balancer as a Service.
See also above under “Business Overview.” 62 Government Regulations Data Privacy, Data Protection and AI Laws Our activities in the cybersecurity market require that we comply with laws and regulations in the area of data privacy and data protection governing the collection, use, retention, sharing and security of personal data.
See also above under “Business Overview.” Government Regulations Data Privacy and Data Protection Our activities in the cybersecurity market require that we comply with laws and regulations in the area of data privacy and data protection governing the collection, use, retention, sharing and security of personal data.
For more information, see Item 7.B “Related Party Transactions.” We also lease approximately 6,620 square feet of space in Ramat Gan, for operations of one of our subsidiaries. The lease expires in September 2026. Other locations.
For more information, see Item 7.B “Related Party Transactions.” We also lease approximately 6,600 square feet of space in Ramat Gan, for operations of one of our subsidiaries. The lease expires in September 2026. Other locations.
This plan includes everything the Advanced Plan has to offer, with the addition of our Bot Manager and its behavioral-based multi-layered detection and mitigation, automated API discovery and API security policy generation, real-time API Business Logic Attack Protection, and client-side protection enforcement. We offer several Add Ons to our Cloud Application Protection Services: o Cloud Web DDoS Protection .
This plan includes everything the Advanced plan has to offer, with the addition of Radware’s Bot Manager and its behavior-based multi-layered detection and mitigation, automated API discovery and API security policy generation, real-time API Business Logic Attack Protection, and client-side protection enforcement. We offer several Add-Ons to our Cloud Application Protection Services: o Cloud Web DDoS Protection .
Our solutions offer a wide coverage against attacks, including mitigation of all four generations of Bot attacks; negative and positive security models to defend against known (OWASP top-10) and zero-day web application attacks (standard solutions typically cover OWASP top-10 attacks only); and advanced DDoS attacks protection such as DNS flood attacks, burst floods, SSL flood attacks, IoT botnets and Web DDoS attacks. • Industry Awards .
Our solutions offer a wide coverage against attacks, including mitigation of all five generations of Bot attacks; negative and positive security models to defend against known (OWASP top-10) and zero-day web application attacks (standard solutions typically cover OWASP top-10 attacks only); and advanced DDoS attacks protection such as DNS flood attacks, burst floods, SSL flood attacks, IoT botnets and encrypted Web DDoS attacks. • Industry Awards .
We also lease approximately 15,000 square feet for manufacturing facilities in Jerusalem, Israel, from an affiliated company owned by the heirs of the late Yehuda Zisapel, Nava Zisapel and the heirs of the late Zohar Zisapel. The lease expires in August 2028.
We also lease approximately 8,000 square feet for manufacturing facilities in Jerusalem, Israel, from an affiliated company owned by the heirs of the late Yehuda Zisapel, Nava Zisapel and the heirs of the late Zohar Zisapel. The lease expires in August 2028.
Our Kubernetes WAF integrates with common software provisioning, testing and visibility tools in the CI/CD pipeline offering both IT security and DevOps personnel detailed insight down to the pod and container levels, and enables organizations to implement application and data security in on-premise and cloud-based implementations. o Cyber Controller.
Our Kubernetes WAAP integrates with common software provisioning, testing and visibility tools in the CI/CD pipeline offering both IT security and DevOps personnel detailed insight down to the pod and container levels, and enables organizations to implement application and data security in on-premise and cloud-based implementations. 45 o Cyber Controller.
We are seeing new types of competitors from within the public cloud providers – as more companies rely on these environments to host their services and applications, these vendors start providing cybersecurity solutions that are typically fairly basic and customized for their own environment.
We continue seeing new types of competitors from within the public cloud providers – as more companies rely on these environments to host their services and applications, these vendors start providing cybersecurity solutions that are typically relatively basic and customized for their own environment.
This application delivery licensing model helps to eliminate planning risks in the purchase and deployment of ADC services, enabling continuous investment protection of the ADC infrastructure throughout its lifecycle duration. o Radware Kubernetes WAF. Radware Kubernetes WAF is a Web Application Firewall solution for continuous integration and continuous delivery (CI/CD) environments orchestrated by Kubernetes.
This application delivery licensing model helps to eliminate planning risks in the purchase and deployment of ADC services, enabling continuous investment protection of the ADC infrastructure throughout its lifecycle duration. o Radware Kubernetes WAAP. Radware Kubernetes WAAP is a Web Application Firewall and API security solution for continuous integration and continuous delivery (CI/CD) environments orchestrated by Kubernetes.
For applications that require high performance ADCs with advanced layer 4-7 ADC functionality. • Alteon Perform Package . For deployments requiring performance optimization, advanced application performance monitoring, global server load balancing, link load balancing, and automated/optimized ADC service operation. Provided on top of Alteon Deliver Package. • Alteon Secure Package .
For applications that require high performance ADCs with advanced layer 4-7 ADC functionality. • Alteon Perform Package . For deployments requiring performance optimization, advanced application performance monitoring, global server load balancing, link load balancing, automated/optimized ADC service operation, Alteon Advanced Analytics and Geolocation database updates. Provided on top of Alteon Deliver Package. • Alteon Secure Package .
Our subsidiaries include (unless otherwise indicated, all subsidiaries are wholly owned): Name of Subsidiary Place of Incorporation Radware Inc. New Jersey, United States Radware UK Limited United Kingdom Radware France France Radware Srl Italy Radware GmbH Germany Nihon Radware KK Japan Radware Australia Pty. Ltd. Australia Radware Singapore Pte. Ltd. Singapore Radware Korea Ltd. Korea Radware Canada Inc.
Our subsidiaries include (unless otherwise indicated, all subsidiaries are wholly owned, directly or indirectly): Name of Subsidiary Place of Incorporation Radware Inc. New Jersey, United States Radware UK Limited United Kingdom Radware France France Radware Srl Italy Radware GmbH Germany Nihon Radware KK Japan Radware Australia Pty. Ltd. Australia Radware Singapore Pte. Ltd. Singapore Radware Korea Ltd.
In the United States, we lease approximately 16,900 square feet of property in Mahwah, New Jersey, consisting of approximately 12,700 square feet of office space and 4,200 square feet of warehouse space from a company controlled by the heirs of the late Yehuda Zisapel, Nava Zisapel and the heirs of the late Zohar Zisapel. The lease expires in December 2025.
In the United States, we lease approximately 16,900 square feet of property in Mahwah, New Jersey, consisting of approximately 12,700 square feet of office space and 4,200 square feet of warehouse space from a company controlled by the heirs of the late Yehuda Zisapel, Nava Zisapel and the heirs of the late Zohar Zisapel. The lease expires in March 2031.
The grants under this project are required to be repaid based on revenues from the sale of products incorporating or based upon know-how developed, in whole or in part with the grants. These grants amounted to $0.4 million for the year ended December 31, 2024.
The grants under this project, which amounted to $0.4 million for the year ended December 31, 2025, are required to be repaid based on revenues from the sale of products incorporating or based upon know-how developed, in whole or in part with the grants.
Additionally, we rely on two other vendors, which, together with the two ODMs noted above, made up 82% of our direct product costs in 2024. We conduct a business continuity plan (BCP) with all our vendors to ensure an immediate recovery in case of crisis that might jeopardize the supply of our products and services.
Additionally, we rely on four other vendors, which, together with the two ODMs noted above, made up 95% of our direct product costs in 2025. We conduct a business continuity plan (BCP) with all our vendors to ensure an immediate recovery in case of crisis that might jeopardize the supply of our products and services.
The Audit and Compensation Committees of our Board of Directors, which are charged with significant functions in our risk oversight and compensation philosophy, respectively, both currently consist of three members, all of whom qualify as “independent directors” under the Nasdaq rules.
The Audit, Compensation and Nomination and Corporate Governance Committees of our Board of Directors, which are charged with significant functions in our risk oversight, compensation and corporate governance philosophy, respectively, all currently consist of three members, all of whom qualify as “independent directors” under the Nasdaq rules.
In 2024, approximately 79% of our revenues derived from the enterprise market and 21% derived from the carrier market, compared to approximately 77% and 23%, respectively, in 2023, and 74% and 26%, respectively, in 2022. As of December 31, 2024, 2023, and 2022, no single customer accounted for more than 10% of our revenues.
In 2025, approximately 77% of our revenues derived from the enterprise market and 23% derived from the carrier market, compared to approximately 79% and 21%, respectively, in 2024, and 77% and 23%, respectively, in 2023. As of December 31, 2025, 2024, and 2023, no single customer accounted for more than 10% of our revenues.
Research and development grants deducted from research and development expenses, net amounted to $0.04 million, $0.4 million, and $1.35 million for the years ended December 31, 2024, 2023, and 2022, respectively. Environmental, Social and Governance Matters At Radware, we aim to help customers protect their critical applications and secure their digital experiences.
Research and development grants deducted from research and development expenses, net amounted to $0.3 million, $0.04 million, and $0.4 million for the years ended December 31, 2025, 2024, and 2023, respectively. Environmental, Social and Governance Matters At Radware, we aim to help customers protect their critical applications and secure their digital experiences.
Our aggregate annual rent expenses under these leases were approximately $5.5 million in 2024. We believe that the following offices and facilities are suitable and adequate for our operations as currently conducted and as currently foreseen.
Our aggregate annual rent expenses under these leases were approximately $5.4 million in 2025. 61 We believe that the following offices and facilities are suitable and adequate for our operations as currently conducted and as currently foreseen.
With no appliance to manage and IP blocking at scale, the service helps organizations manage their traffic in a more efficient and less human-intensive manner. o Cloud Network Analytics. Our Cloud Network Analytics Service, part of our Cloud DDoS Protection Service, provides users with detailed, granular insight into network traffic, network services in use and much more.
With no appliance to manage and IP blocking at scale, the service helps organizations manage their traffic in a more efficient and less human-intensive manner. o Cloud Network Analytics. Our Cloud Network Analytics Service provides users with detailed, granular insight into network traffic, network services in use and more.
It also includes Radware’s intelligence feed – the ERT Active Attackers Feed (EAAF), and further support for onboarding and policy reviewing. o Complete Plan : Our Complete Plan provides a security blanket for the entire application environment. From client-side to server-side and everything in between.
It also includes Radware’s intelligence feed – the ERT Active Attackers Feed (EAAF), and further support for onboarding and policy reviewing. o Complete Plan : Radware’s Complete plan provides a security blanket for the customer's entire application environment – from client-side to server-side.
In order to identify market needs and to define appropriate product specifications, as part of the product development process we seek to maintain close relationships with current and potential distributors, customers and vendors in related industry sectors. As of December 31, 2024, our research and development staff consisted of 378 employees and 71 subcontractors.
In order to identify market needs and to define appropriate product specifications, as part of the product development process we seek to maintain close relationships with current and potential distributors, customers and vendors in related industry sectors. As of December 31, 2025, our research and development staff consisted of 406 employees and 68 subcontractors.
Our principal competitors are: • DDoS Mitigation: Akamai Technologies, Inc., or Akamai, Imperva Inc., or Imperva, Netscout Systems, Inc. and Cloudflare, Inc. • Web Application Firewalls and Bot Management: Akamai, Imperva, Cloudflare, Inc., F5 Networks, Inc., or F5, and AWS. • Application Delivery: F5, A10 Networks, Inc., and Citrix Systems, Inc.
Our principal competitors are: • DDoS Mitigation: Akamai Technologies, Inc. (“Akamai”), Imperva Inc. (“Imperva”), Netscout Systems, Inc. and Cloudflare, Inc. • Web Application Firewalls and Bot Management: Akamai, Imperva, Cloudflare, Inc., F5 Networks, Inc. (“F5”), and AWS. • Application Delivery: F5, A10 Networks, Inc., and Citrix Systems, Inc.
The Innovation Law provides that know-how developed under an approved research and development program or rights associated with such know-how (1) may not be transferred to third parties in Israel without the approval of the IIA (such approval is not required for the sale or export of any products resulting from such research or development) and (2) may not be transferred to any third parties outside Israel, except in certain special circumstances and subject to the IIA’s prior approval, which approval, if any, may generally be obtained, subject to payment of a transfer fee pursuant to which the grant recipient pays to the IIA a portion of the sale price paid in consideration for such IIA-funded know-how; or a portion of the consideration paid in respect of licensing the IIA-funded know-how, as the case may be (according to certain formulas, which may result in repayment of up to 600% of the grant amounts plus interest).
Under the Innovation Law, research and development programs that meet specified criteria and are approved by the Research Committee of the IIA are eligible for grants usually of up to 55% of certain approved expenditures of such programs, as determined by said committee. 56 The Innovation Law provides that know-how developed under an approved research and development program or rights associated with such know-how (1) may not be transferred to third parties in Israel without the approval of the IIA (such approval is not required for the sale or export of any products resulting from such research or development) and (2) may not be transferred to any third parties outside Israel, except in certain special circumstances and subject to the IIA’s prior approval, which approval, if any, may generally be obtained, subject to payment of a transfer fee pursuant to which the grant recipient pays to the IIA a portion of the sale price paid in consideration for such IIA-funded know-how; or a portion of the consideration paid in respect of licensing the IIA-funded know-how, as the case may be (according to certain formulas, which may result in repayment of up to 600% of the grant amounts plus interest).
Other than the United States, which accounted for 30% of our total revenues in 2024, no other single country accounted for more than 10% of our revenues for 2024, 2023, and 2022.
Other than the United States, which accounted for 31% of our total revenues in 2025, no other single country accounted for more than 10% of our revenues for 2025, 2024, and 2023.
Our solutions are offered in two main categories: • Products – We offer a range of cloud-based security as a service subscriptions, on-premises hardware and software products, and product subscriptions (or a combination of these) to our customers. • Services – We offer managed services, professional services, technical support and training and certification to our customers and partners.
Our solutions are deployed by, among others, enterprises, carriers, and cloud service providers. 40 Our solutions are offered in two main categories: • Products – We offer a range of cloud-based security-as-a-service subscriptions, on-premises hardware and software products, and product subscriptions (or a combination of these) to our customers. • Services – We offer managed services, professional services, technical support and training and certification to our customers and partners.
We were one of the first companies to offer hybrid attack mitigation solutions; behavioral DDoS attacks detection with automated real-time signature creation for attack mitigation; device fingerprinting technology implementation for Bot-based attacks detection; auto-policy generation for our WAF solution; protection against encrypted attacks without opening the sessions for DDoS protection; and AI to detect attacks targeting workloads in public clouds.
We were one of the first companies to offer hybrid attack mitigation solutions; behavioral DDoS attacks detection with automated real-time signature creation for attack mitigation; device fingerprinting technology implementation for Bot-based attacks detection; auto-policy generation for our WAF solution; protection against encrypted attacks without opening the sessions for DDoS protection; AI to detect attacks targeting workloads in public clouds; and Generative AI to help SOC teams act faster under pressure thus reducing MTTR significantly.
In 2024, approximately 43% of our revenues were in North, Central and South America (principally in the United States), 34% were in Europe, the Middle East and Africa (EMEA) and 23% in Asia-Pacific, compared to 40%, 37% and 23%, respectively, in 2023, and 42%, 36% and 22%, respectively, in 2022.
In 2025, approximately 41% of our revenues were generated from sales in North, Central and South America (principally in the United States), 37% were in Europe, the Middle East and Africa (EMEA) and 22% in Asia-Pacific, compared to 43%, 34% and 23%, respectively, in 2024, and 40%, 37% and 23%, respectively, in 2023.
As of September 1, 1998, we established Radware Inc., our wholly owned subsidiary in the United States, which conducts the sales and marketing of our products and services primarily in the United States and Canada and is our authorized representative and agent in the United States.
Radware Inc., our wholly owned subsidiary in the United States, which conducts the sales and marketing of our products and services primarily in the United States and Canada, is our authorized representative and agent in the United States.
Business Overview Overview General We are a provider application security and delivery solutions for multi-cloud environments. Our solutions secure the digital experience by providing infrastructure, application, and network protection and availability services to enterprises globally. Our solutions are deployed by, among others, enterprises, carriers, and cloud service providers.
Business Overview Overview General We are a provider of application security and delivery solutions for multi-cloud environments. Our solutions secure the digital experience by providing infrastructure, application, and network protection and availability services to companies globally.
In 2024, approximately 57% of our revenues derived from product sales, and 43% derived from service sales, compared to 56% and 44%, respectively, in 2023 and 59% and 41%, respectively, in 2022.
In 2025, approximately 63% of our revenues derived from product sales, and 37% derived from service sales, compared to 57% and 43%, respectively, in 2024 and 56% and 44%, respectively, in 2023.
The Threat Intelligence Services key features include: o Actionable Data from Real Cyber Attacks o Research into any suspicious IP address with IP insights and Open Proxys and Malware Data o Reputation alert to ensure Network Security and Integrity by proactively informing of potential cyber-attacks originating from the organization's own network. o Seamless REST API Integration to any environment, existing security workflows and systems Our hardware and software products consist of the following key products : o DefensePro X Attack Mitigation Device.
Key features of the Threat Intelligence Services include: ◾ Actionable Data from Real Cyber Attacks ◾ Research into any suspicious IP address with IP insights and Open Proxys and Malware Data ◾ Reputation alert to ensure Network Security and Integrity by proactively informing of potential cyber-attacks originating from the organization's own network. ◾ Seamless REST API Integration to any environment, existing security workflows and systems o AI SOC Xpert Application Protection .
The principal offices of Radware Inc. are located at 575 Corporate Dr., Lobby 2, Mahwah, New Jersey 07430 and its telephone number is 201-512-9771. We also have several other wholly owned subsidiaries worldwide handling primarily local support and promotion activities. In September 1999, we conducted the initial public offering of our ordinary shares that commenced trading on the Nasdaq.
The principal offices of Radware Inc. are located at 575 Corporate Dr., Lobby 2, Mahwah, New Jersey 07430 and its telephone number is 201-512-9771. In September 1999, we conducted the initial public offering of our ordinary shares that commenced trading on the Nasdaq.
This means, among other things, that we aim to operate our business in a manner that meets or exceeds all environmental laws and compliance guidelines and strive to improve our environmental performance across our entire supply chain.
Environmental We aim to build a more sustainable world through the products, services, and solutions we offer and the way we operate. This means, among other things, that we aim to operate our business in a manner that meets or exceeds all environmental laws and compliance guidelines and strive to improve our environmental performance across our entire supply chain.
We believe we are currently in compliance with the RoHS and WEEE regulations, ISO 14001 standards (regarding Environmental Management Systems), ISO/IEC 27001:2013 and ISO 27032: 2012 standards (both in regard to Information Security Management System), ISO 28000 (Supply Chain Security management) and OHSAS 18001:2007 (Occupational Health and Safety Management). 63 Israeli Innovation Authority From time to time, eligible participants may receive grants under programs of the IIA.
We believe we are currently in compliance with the RoHS and WEEE regulations, ISO 14001 standards (regarding Environmental Management Systems), ISO/IEC 27001:2013 and ISO 27032: 2012 standards (both in regard to Information Security Management System), ISO 28000 (Supply Chain Security management) and OHSAS 18001:2007 (Occupational Health and Safety Management).
In this respect, we have been certified during 2021 for ISO 22301 (Business Continuity Management System). Furthermore, in order to minimize potential delays in product supplies by certain of our ODMs whose lead time had been significantly extended due to the worldwide chipset shortage, we had paid expedite fees to several components manufacturers.
Furthermore, in order to minimize potential delays in product supplies by certain of our ODMs whose lead time had been significantly extended due to the worldwide chipset shortage, we had paid expedite fees to several components manufacturers.
Both buildings have leases that expire in June 2030 (with one of the two buildings having a termination option by us in June 2025 by way of prior notice) and are leased from, among others, affiliated companies owned by the heirs of the late Yehuda Zisapel, Nava Zisapel and/or the heirs of the late Zohar Zisapel, as applicable.
Both buildings have leases that expire in June 2030 and are leased from, among others, affiliated companies owned by the heirs of the late Yehuda Zisapel, Nava Zisapel and/or the heirs of the late Zohar Zisapel, as applicable.
The DefensePro X lineup is combined with additional subscriptions for Network and Application protection: o Network Protection Subscription – Silver – includes ERT Security Update Subscription, ERT Active Attacker Feed (EAAF) and Location based mitigation (GeoIP) subscriptions. o Network Protection Subscription – Gold – includes, on top of the Silver subscription, also ERT under attack service. o Application Protection Subscription - provides advanced behavioral protection for encrypted flood attacks, TLS inspection, application aware protection and threat intelligence under attack. 50 o Alteon® Application Delivery Controller (ADC) .
DefensePro X behavioral-based technology is designed to prevail over modern sophisticated attack tools and cybercriminals. 44 The DefensePro X lineup is combined with additional subscriptions for Network and Application protection: o Network Protection Subscription – Silver – includes ERT Security Update Subscription (SUS), ERT Active Attacker Feed (EAAF) and Location based mitigation (GeoIP) subscriptions. o Network Protection Subscription – Gold – includes, on top of the Silver subscription, also ERT under attack service. o Application Protection Subscription – Standard provides basic HTTPS protection and includes Transport Layer Security (TLS) acceleration module. o Application Protection Subscription – Advance - provides advanced behavioral protection for encrypted flood attacks, TLS inspection, DNS protection, Advance Application-aware protection, and threat intelligence under attack. o Alteon® Application Delivery Controller (ADC) .
It includes our Cloud WAF, API protection, zero-day attack protection, Basic Bot Protection, and 1Gbps of network DDoS protection. 48 o Advanced Plan : Our Advanced Plan offers advanced protection capabilities for those that want to ensure they are well protected from more sophisticated and unknown attacks.
It includes Radware’s Cloud WAF, API protection, zero-day attack protection, Basic Bot Protection, and 1Gbps of network DDoS protection, as well as our Service Level Agreement (SLA). o Advanced Plan : Advanced plan takes application security to the next level by offering advanced protection capabilities for those that want to ensure they are well protected from more sophisticated and unknown attacks.
Canada Radware India Pvt. Ltd. India Kaalbi Technologies Limited Ltd. India Radware (India) Solutions Private Limited India Radware China Ltd. 睿伟网络科技（上海）有限公司 China Radware (Hong Kong) Limited Hong Kong Radyoos Media Ltd.* Israel Radware Canada Holdings Inc. Canada Radware Iberia, S.L.U. Spain Edgehawk Security Ltd. Israel SkyHawk (CNP) Security Ltd.** Israel SkyHawk Security, Inc.*** Delaware, United States CSR Cloud Security Ltd.
Korea Radware Canada Inc. Canada Radware India Pvt. Ltd. India Kaalbi Technologies Limited Ltd. India Radware (India) Cyber Security Solutions Private Limited India Radware China Ltd. 睿伟网络科技（上海）有限公司 China Radware (Hong Kong) Limited Hong Kong Radyoos Media Ltd.* Israel Radware Iberia, S.L.U. Spain Edgehawk Security Ltd.
We gained multiple industry awards during 2024, including the following: • Quadrant Knowledge Solutions – 2024 DDoS Mitigation SPARK Matrix™ – Leader • Quadrant Knowledge Solutions – 2024 WAF SPARK Matrix™– Leader • Quadrant Knowledge Solutions – 2024 Bot Management SPARK Matrix™ – Leader • 2024 KuppingerCole Leadership Compass Report for Web Application Firewalls (WAF) – Leader • IDC MarketScape: Worldwide Web Application and API Protection (WAAP) Enterprise Platforms 2024 Vendor Assessment – major player • Gartner Peer Insights: Voice of the Customer for Cloud Web Application and API Protection (WAAP) Report 2024 – Strong Performer • GigaOm Research – GigaOm Radar for Application and API Protection 2024 – Leader and Fast Mover We are not responsible for the determinations of any of these awards or the entities or publications that award them. 56 Our Growth Strategy Our growth strategy is based on several key elements: • Focus on cloud and application security.
We gained multiple industry awards during 2025, including the following: • Quadrant Knowledge Solutions – 2025 DDoS Mitigation SPARK Matrix™ – Leader • Quadrant Knowledge Solutions – 2025 WAF SPARK Matrix™– Leader • Quadrant Knowledge Solutions – 2025 Bot Management SPARK Matrix™ – Leader • KuppingerCole - Leadership Compass Report for Web Application and API Protection 2025 – Overall and Innovation Leader • Forrester - The Forrester Wave™: Web Application Firewall Solutions, Q1 2025 – Strong Performer • Gartner Peer Insights - Voice of the Customer for Cloud Web Application and API Protection Report 2025 – Strong Performer We are not responsible for the determinations of any of these awards or the entities or publications that award them. 49 Our Growth Strategy Our growth strategy is based on several key elements: • Focus on cloud and application security.
Israel Radware (Colombia) S.A.S. Colombia * We own approximately 91.0% of this subsidiary, which ceased its activities in 2017. ** We own approximately 76.2% of this subsidiary. *** Wholly-owned by SkyHawk (CNP) Security Ltd. 68 The late Yehuda Zisapel, one of our co-founders and shareholders, was the father of Roy Zisapel, our President, Chief Executive Officer and director.
Delaware, United States Overcast Security Ltd.*** Israel Radware Canada Holdings Inc.*** Canada * We own approximately 91.0% of this subsidiary, which ceased its activities in 2017. ** We own approximately 76.2% of this subsidiary. *** Indirect subsidiary. 60 The late Yehuda Zisapel, one of our co-founders and shareholders, was the father of Roy Zisapel, our President, Chief Executive Officer and director.
Each plan is designed to cater to different cybersecurity needs and risk exposure, as well as different levels of managed services: o Standard Plan : Our Standard Plan offers the industry benchmark protection level.
Our Cloud Application Protection Services are offered in three service plans. Each plan is designed to cater to different cybersecurity needs and risk exposure, as well as different levels of managed services: o Standard Plan : Our Standard plan offers the industry benchmark protection level with several extra features and capabilities.
(previously known as SecurityDAM Ltd.) *Denotes a RAD-Bynet Group company with which we currently transact business The heirs of the late Yehuda Zisapel and the heirs of the late Zohar Zisapel also hold shares in Carteav Ltd., Tupaia Ltd. and Radiflow Ltd., start-up companies that are not considered part of the RAD-Bynet group.
The heirs of the late Yehuda Zisapel and the heirs of the late Zohar Zisapel also hold shares in Carteav Ltd., Tupaia Ltd. and Radiflow Ltd., start-up companies that are not considered part of the RAD-Bynet group.
This governmental support is conditioned upon the participant’s ability to comply with certain applicable requirements and conditions specified in the IIA’s programs and the Innovation Law.
Israeli Innovation Authority From time to time, eligible participants may receive grants under programs of the IIA. This governmental support is conditioned upon the participant’s ability to comply with certain applicable requirements and conditions specified in the IIA’s programs and the Innovation Law.
Any transition to one or more alternate suppliers would likely result in delays, operational problems, and increased costs, and may limit our ability to deliver our products to our customers on time for such transition period, although we believe we have levels of inventory that will assist us to transition to alternate suppliers smoothly. 60 Proprietary Rights We rely on patent, trademark and trade secret laws, as well as confidentiality agreements and other contractual arrangements with our employees, distributors and others to protect our technology.
Any transition to one or more alternate suppliers would likely result in delays, operational problems, and increased costs, and may limit our ability to deliver our products to our customers on time for such transition period, although we believe we have levels of inventory that will assist us to transition to alternate suppliers smoothly.
This service provides always-on protection where traffic is always routed through Radware’s cloud security scrubbing centers with no on-premise device required for detection and mitigation.
Our Cloud DDoS Protection Service is offered in multiple deployment options to meet an organization’s specific needs: o Always-On Cloud DDoS Protection Service. This service provides always-on protection where traffic is always routed through Radware’s cloud security scrubbing centers with no on-premise device required for detection and mitigation.
For applications that require our most advanced protections, including an embedded WAF module, authentication gateway, bot management, threat intelligence feeds (Emergency Response Team (ERT) Security Updates Service, ERT Active Attackers Feed, and ERT Location-based Mitigation), and SSL offloading from perimeter security devices (with its embedded SSL inspection module). Provided on top of Alteon Perform Package.
For applications that require our most advanced protections, including an embedded WAF module, authentication gateway, bot management, and threat intelligence feeds (WAF SUS, ERT Active Attackers Feed). Provided on top of Alteon Perform Package.
Each of the manufacturing vendors monitors each stage of the components production process, including the selection of components and subassembly suppliers. Thereafter, each of the manufacturing vendors makes the final assembly in their own facility. Our primary manufacturing vendors are ISO 9001 certified, indicating that each of their manufacturing processes adheres to established quality standards.
Each of the manufacturing vendors monitors each stage of the components production process, including the selection of components and subassembly suppliers. Thereafter, each of the manufacturing vendors makes the final assembly in their own facility.
Organizational Structure We have a wholly owned subsidiary in the United States, Radware Inc., which conducts the sales and marketing of our products and services in the United States. We also have subsidiaries in other countries, most of which typically conduct sales and marketing of our products and services in their respective locations.
Organizational Structure We have a wholly owned subsidiary in the United States, Radware Inc., which conducts the sales and marketing of our products and services primarily in the United States and Canada. We also have several other wholly owned subsidiaries worldwide handling primarily local sales and marketing, support and promotion activities.
Our ERT is a group of security experts available 24x7 for proactive security support services for customers facing an array of application- and network-layer attacks. These services include: o ERT Managed Security Service. Our ERT offers a fully managed application- and network-security service.
Our ERT is a group of security experts available 24x7 for proactive security support services for customers facing a broad array of application and network-layer attacks, such as denial-of-service (DoS) attacks, malware outbreaks and application exploits.
While we continue to develop a program that recognizes our social impact, we have already implemented various activities to measure and foster our focus on social impact, including the following highlights: • We are an equal-opportunity employer and make employment decisions based on a person’s qualifications and our business needs.
This means, among other things, that we aim to operate our business in a manner that promotes a work environment that is free of discrimination on the basis of any protected characteristics and harassment and otherwise attends to our employees’ wellbeing. 58 While we continue to develop a program that recognizes our social impact, we have already implemented various activities to measure and foster our focus on social impact, including the following highlights: • We are an equal-opportunity employer and make employment decisions based on a person’s qualifications and our business needs.
(previously known as SecurityDAM Ltd., or SecurityDAM), a related party and a cloud DDoS network operator that supplied us with scrubbing center services used for the provision of our cloud DDoS Protection Service. 45 Recent Major Business Developments For recent major product activities, see Item 4.B “Business Overview—Our Solutions” under the captions “Recent Solution Offering Activities” and “Recent Partnerships Activities.” For a discussion of our capital expenditures and divestitures, see Item 5.B “Liquidity and Capital Resources – Principal Capital Expenditures and Divestitures.” B.
Recent Major Business Developments For recent major product activities, see Item 4.B “Business Overview—Our Solutions” under the captions “Recent Solution Offering Activities” and “Recent Partnerships Activities.” For a discussion of our capital expenditures and divestitures, see Item 5.B “Liquidity and Capital Resources – Principal Capital Expenditures and Divestitures.” B.
Our Cloud DDoS Protection Service provides a full range of enterprise-grade DDoS protection services in the cloud. Based on our DDoS protection technology, it aims to offer organizations wide security coverage, accurate detection and short time to protect from today’s dynamic and evolving DDoS attacks.
Based on our DDoS protection technology, it aims to offer organizations wide security coverage, accurate detection and short time to protect from today’s dynamic and evolving DDoS attacks. We offer a multi-vector DDoS attack detection and mitigation service, handling network-layer attacks, server-based attacks and application-layer DDoS attacks.
In the past decade, we have made several acquisitions, including, most recently (February 2022), the acquisition of the technology and operations of DC Security Ltd.
In the past decade, we have made several acquisitions, including, most recently, (i) in January 2026, we acquired Pynt, Inc., an API security testing company, and (ii) in February 2022, we acquired the technology and operations of DC Security Ltd. (previously known as SecurityDAM Ltd.
The Restriction of Hazardous Substances (RoHS) and RoHS II Directives require products sold in Europe to meet certain design specifications, which exclude the use of hazardous substances.
Environmental and Security Management Regulations Our activities in Europe require that we comply with European Union Directives with respect to product quality assurance standards and environmental standards. The Restriction of Hazardous Substances (RoHS) and RoHS II Directives require products sold in Europe to meet certain design specifications, which exclude the use of hazardous substances.
The sections below provide an overview of our key solutions and services according to the above go-to-market targets. Reportable Segments In previous reporting periods (until December 31, 2022), we operated in one reportable segment.
The sections below provide an overview of our key solutions and services according to the above go-to-market targets.
Our operating results in the fourth quarter tend to be higher than other quarters as some of our customers tend to make greater capital and operational expenditures as well as expenditures relating to service renewals towards the end of their own fiscal years, thereby increasing orders for our products, support and subscription services in the fourth quarter.
Our operating results in the fourth quarter tend to be higher than other quarters as some of our customers tend to make greater capital and operational expenditures as well as expenditures relating to service renewals towards the end of their own fiscal years, thereby increasing orders for our products, support and subscription services in the fourth quarter. 51 Customer Support Services Our technical support team, which consisted of 409 employees worldwide as of December 31, 2025, supports our sales force during the sales process, assists our customers, resellers and distributors with the initial installation, set-up and ongoing support of our products, and trains them on how to best use our solutions.
In addition to our independent marketing efforts, we invest in joint marketing efforts with our distributors, OEMs, VARs, GSIs, and other companies that have formed strategic alliances with us.
In addition to our independent marketing efforts, we invest in joint marketing efforts with our distributors, OEMs, VARs, GSIs, and other companies that have formed strategic alliances with us. 50 Customers and End-Users With the exception of our limited direct sales to selected customers, we sell our products and services through distributors or resellers who then sell our products and services to end-users.
We primarily rely on two ODMs to manufacture and to supply our hardware platforms. In 2024, approximately 60% of our direct product costs were from one of these vendors and 12% were from the other vendor.
Our primary manufacturing vendors are ISO 9001 certified, indicating that each of their manufacturing processes adheres to established quality standards. 52 We primarily rely on two ODMs to manufacture and to supply our hardware platforms. In 2025, approximately 50% of our direct product costs were from one of these vendors and 31% were from the other vendor.
The network analytics service allows administrators to eliminate errors when planning network deployments and stay ahead of DDoS threats via early detection of network abuse and intrusion. The service is divided into a graphical representation of data; the filtering of capabilities and an investigation mode. o AI SOC Xpert DDoS.
The cloud network analytics service allows administrators to eliminate errors when planning network deployments and stay ahead of DDoS threats via early detection of network abuse and intrusion. o AI SOC Xpert DDoS. Our AI SOC Xpert DDoS add-on delivers agentic AI–powered SOC capabilities that accelerate detection, analysis and mitigation of DDoS attacks.
In addition, our use of AI is facing increasing regulatory scrutiny (see the risk factor above titled “We face risks related to the rapidly evolving regulatory framework for AI Technologies.”). Environmental and Security Management Regulations Our activities in Europe require that we comply with European Union Directives with respect to product quality assurance standards and environmental standards.
AI Laws In addition, our use of AI Technologies is facing increasing regulatory scrutiny (see the risk factor in Item 3.D. above titled “We face risks related to the rapidly evolving regulatory framework for AI Technologies.”).
Cyber Controller provides network analytics with comprehensive visibility of traffic statistics during peacetime and attack, and simplified management and configuration with unified visibility and control. 51 Cyber Controller supports several licenses according to each customer-managed environment and customer needs: o Cyber Controller Standard: Provides the network management tool and network monitoring tool for the Radware family of cybersecurity and application delivery solutions.
Cyber Controller supports several licenses according to each customer-managed environment and customer needs. o Cyber Controller Standard: Provides the network management tool and network monitoring tool for the Radware family of cybersecurity and application delivery solutions. It provides our customers immediate visibility to health, real-time status, performance and security of our products from one central, unified console.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeCommencing January 1, 2023, we have determined that the Company operates in two reportable segments: • Radware’s Core Business – this segment consists of our core business operations, including our cloud security as-a-service products, application and data centers security products and our application availability products; and • The Hawks’ Business – this segment consists of the operations of our two subsidiaries: SkyHawk Security, a spinoff of our former cloud native protector business, which now provides an agentless Cloud-native threat Detection and Response (CDR), combined with Cloud Infrastructure Entitlement Manage (CIEM), Cloud Security Posture Management CSPM and Autonomous Purple Team for AWS Google Cloud and Azure, and EdgeHawk, which is engaged in transforming routers and network nodes into security platforms. 80 The following tables set forth, for the periods indicated, certain financial data concerning our reportable segments (U.S. dollars in thousands): Year ended December 31, 2024 Radware Core Hawks Total Revenues $ 274,384 $ 496 $ 274,880 Operating income (loss) $ 9,749 $ (13,636 ) $ (3,887 ) Year ended December 31, 2023 Radware Core Hawks Total Revenues $ 260,322 $ 970 $ 261,292 Operating loss $ (16,802 ) $ (14,878 ) $ (31,680 ) Year ended December 31, 2022 Radware Core Hawks Total Revenues $ 290,408 $ 3,018 $ 293,426 Operating income (loss) $ 8,416 $ (11,755 ) $ (3,339 ) Revenues of the Hawks’ reportable segment were immaterial during the years ended December 31, 2022 through December 31, 2024; therefore, there is no separate discussion about revenues of each segment during those years.
Biggest changeThe following tables set forth, for the periods indicated, certain financial data concerning our reportable segments (U.S. dollars in thousands): Year ended December 31, 2025 Radware Core Hawks Total Revenues $ 301,222 $ 628 $ 301,850 Operating income (loss) $ 24,712 $ (13,304 ) $ 11,408 Year ended December 31, 2024 Radware Core Hawks Total Revenues $ 274,384 $ 496 $ 274,880 Operating income (loss) $ 9,749 $ (13,636 ) $ (3,887 ) Year ended December 31, 2023 Radware Core Hawks Total Revenues $ 260,322 $ 970 $ 261,292 Operating loss $ (16,802 ) $ (14,878 ) $ (31,680 ) 72 Revenues of the Hawks’ reportable segment were immaterial during the years ended December 31, 2023 through December 31, 2025; therefore, there is no separate discussion about revenues of each segment during those years.
Our revenues are derived from sales of our solutions: • We recognize physical and software product revenues when control of the product is transferred to the customer (i.e., when our performance obligation is satisfied), which typically occurs at shipment, and we recognize revenues from product and cloud subscriptions, as part of the product revenues, ratably over the subscription period. • Revenues from post-contract customer support (PCS), which mainly represents help-desk support and unit repairs or replacements, professional services, and ERT services, are recognized ratably over the contract or subscription period, which is typically between one year and three years.
Our revenues are derived from sales of our solutions: • We recognize physical and software product revenues when control of the product is transferred to the customer (i.e., when our performance obligation is satisfied), which typically occurs at shipment, and we recognize revenues from cloud subscriptions, as part of the product revenues, ratably over the subscription period. • Revenues from post-contract customer support (PCS), which mainly represents help-desk support and unit repairs or replacements, professional services, and ERT services, are recognized ratably over the contract or subscription period, which is typically between one year and three years.
General and administrative expenses consist primarily of salaries and related personnel expenses for executive, accounting, and administrative personnel, professional fees (which include legal, audit and additional consulting fees), bad debt expenses, acquisition related costs, and other general corporate expenses.
General and Administrative Expenses. General and administrative expenses consist primarily of salaries and related personnel expenses for executive, accounting, and administrative personnel, professional fees (which include legal, audit and additional consulting fees), bad debt expenses, acquisition related costs, and other general corporate expenses.
In February 2022, we also acquired the technology and operations of one of these RAD-Bynet Group entities, SecurityDAM. The heirs of the late Yehuda Zisapel, including his son, Roy Zisapel, our President and Chief Executive Officer and a director, hold all of the outstanding shares of SecurityDAM.
In February 2022, we also acquired the technology and operations of SecurityDAM, one of these RAD-Bynet Group entities. The heirs of the late Yehuda Zisapel, including his son, Roy Zisapel, our President and Chief Executive Officer and a director, hold all of the outstanding shares of SecurityDAM.
This creates a need for a new protection posture for compliance, permissions hardening, vulnerabilities detection as well as cloud-native detection (infiltrations and exfiltration) and response tools under new industry categories: CIEM (Cloud Infrastructure Entitlement Management), CSPM (Cloud Security Posture Management), CWPP (Cloud Workload Protector Platform), and CTDR (Cloud Threat Detection and Response). 88 • Organizations’ attack surfaces are increasing due to a changing economy.
This creates a need for a new protection posture for compliance, permissions hardening, vulnerabilities detection as well as cloud-native detection (infiltrations and exfiltration) and response tools under new industry categories: CIEM (Cloud Infrastructure Entitlement Management), CSPM (Cloud Security Posture Management), CWPP (Cloud Workload Protector Platform), and CTDR (Cloud Threat Detection and Response). • Organizations’ attack surfaces are increasing due to a changing economy.
Although we believe we have adequately reserved for our uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different. 96 We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit, the refinement of an estimate or changes in tax laws.
Although we believe we have adequately reserved for our uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit, the refinement of an estimate or changes in tax laws.
Market-based condition share options’ vesting is dependent upon the fulfillment of certain market conditions and will vest depending on the Company's share performance over the requisite service period, which is up to three years. The fair value of the market-condition based awards was determined using a Monte Carlo simulation methodology.
Market-based condition share options’ vesting is dependent upon the fulfillment of certain market conditions and will vest depending on the Company's share performance over the requisite service period, which is up to three years. 82 The fair value of the market-condition based awards was determined using a Monte Carlo simulation methodology.
Trend Information General We have identified the following key trends and uncertainties that we believe will materially influence our market, financial condition and the demand for our solutions: • Applications are migrating to the public cloud . The migration to public cloud exposes organizations to new threats that require consistent security across all cloud environments.
Trend Information We have identified the following key trends and uncertainties that we believe will materially influence our market, financial condition and the demand for our solutions: • Applications are migrating to the public cloud . The migration to public cloud exposes organizations to new threats that require consistent security across all cloud environments.
We believe that our cash balances will provide sufficient cash resources to finance our operations and the projected marketing and sales activities and research and development efforts and other elements of our strategy for a period of no less than the next 12 months. C. Research and Development, Patents and Licenses, etc.
We believe that our cash balances will provide sufficient cash resources to finance our operations and the projected marketing and sales activities and research and development efforts and other elements of our strategy for a period of no less than the next 12 months. 77 C. Research and Development, Patents and Licenses, etc.
We believe we meet those conditions. 79 We operate our business in various countries and attempt to utilize an efficient operating model to optimize our tax payments based on the laws in the countries in which we operate. This can cause disputes between us and various tax authorities in different parts of the world.
We believe we meet those conditions. We operate our business in various countries and attempt to utilize an efficient operating model to optimize our tax payments based on the laws in the countries in which we operate. This can cause disputes between us and various tax authorities in different parts of the world.
Realized gains and losses on sales of investments are included in financial income, net and are derived using the specific identification method for determining the cost of securities. 93 The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization together with interest on securities are included in financial income, net.
Realized gains and losses on sales of investments are included in financial income, net and are derived using the specific identification method for determining the cost of securities. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization together with interest on securities are included in financial income, net.
Since we are unable to reasonably estimate the timing of settlement, such payments are not included in the table. See also Note 2(x) of our consolidated financial statements. 86 Market Risk We are exposed to market risk, including fluctuations in interest rates and foreign currency exchange rates.
Since we are unable to reasonably estimate the timing of settlement, such payments are not included in the table. See also Note 2(x) of our consolidated financial statements. Market Risk We are exposed to market risk, including fluctuations in interest rates and foreign currency exchange rates.
Most organizations are not able to keep up with these developments with their internal cybersecurity resources and seek managed security services. • Increasing expectations for applications availability and frictionless performance, due to the increasing dependence on applications in today’s business world .
Most organizations are not able to keep up with these developments with their internal cybersecurity resources and seek managed security services. 79 • Increasing expectations for applications availability and frictionless performance, due to the increasing dependence on applications in today’s business world .
For a further discussion of research and development, see Item 5.A “Operating Results.” For a discussion regarding the benefits provided under programs of the IIA, see Item 4.B “Business Overview—Israeli Innovation Authority.” 87 D.
For a further discussion of research and development, see Item 5.A “Operating Results.” For a discussion regarding the benefits provided under programs of the IIA, see Item 4.B “Business Overview—Israeli Innovation Authority.” D.
See Note 2 to our consolidated financial statements included elsewhere in this annual report, which contains additional information regarding our accounting policies and other disclosures required by U.S. GAAP.
See Note 2 to our consolidated financial statements included elsewhere in this annual report, which contains additional information regarding our accounting policies, estimates and other disclosures required by U.S. GAAP.
Various “shift-right” and “shift-left” methods are used and specifically adapted for various target deployment environments. • The above-mentioned cloud-native application delivery opens the door for leakage through the open cloud interface.
Various “shift-right” and “shift-left” methods are used and specifically adapted for various target deployment environments. 78 • The above-mentioned cloud-native application delivery opens the door for leakage through the open cloud interface.
Our management believes that the significant accounting policies that affect its more significant judgments and estimates used in the preparation of its consolidated financial statements and that are the most critical to aid in fully understanding and evaluating our reported financial results include the following: • Revenue recognition; • Investment in marketable securities; • Business combinations; • Goodwill and impairment of long-lived assets; • Share-based compensation; and • Income taxes.
Our management believes that the significant accounting policies that affect its more significant judgments and estimates used in the preparation of its consolidated financial statements and that are the most critical to aid in fully understanding and evaluating our reported financial results include the following: • Revenue recognition; • Investment in marketable securities; • Goodwill and impairment of long-lived assets; • Share-based compensation; and • Income taxes.
Principal Capital Expenditures and Divestitures Capital expenditures were $5.3 million, $5.4 million, and $8.8 million for the years ended December 31, 2024, 2023, and 2022, respectively. These expenditures were mainly comprised of investments in computers and peripheral equipment, lab equipment and testing tools, office furniture and equipment and leasehold improvements.
Principal Capital Expenditures and Divestitures Capital expenditures were $8.5 million, $5.3 million, and $5.4 million for the years ended December 31, 2025, 2024, and 2023, respectively. These expenditures were mainly comprised of investments in computers and peripheral equipment, lab equipment and testing tools, office furniture and equipment and leasehold improvements.
For more details about these transactions, see below under Item 7.B “Related Party Transactions.” 83 B. Liquidity and Capital Resources General In the past several years, we have financed our operations primarily through cash generated by operations.
For more details about these transactions, see below under Item 7.B “Related Party Transactions.” 74 B. Liquidity and Capital Resources General In the past several years, we have financed our operations primarily through cash generated by operations.
While we believe the resulting tax balances as of December 31, 2024 and 2023 are appropriately accounted for, the ultimate outcome of such matters could result in favorable or unfavorable adjustments to our consolidated financial statements and such adjustments could be material.
While we believe the resulting tax balances as of December 31, 2025 and 2024 are appropriately accounted for, the ultimate outcome of such matters could result in favorable or unfavorable adjustments to our consolidated financial statements and such adjustments could be material.
Our solutions secure the digital experience by providing infrastructure, application, and network protection and availability services to enterprises globally. Our solutions are deployed by, among others, enterprises, carriers, and cloud service providers. We began sales in 1997, and currently have 28 local offices, subsidiaries or branches globally across Asia-Pacific, Europe, and North, Central and South America.
Our solutions secure the digital experience by providing infrastructure, application, and network protection and availability services to companies globally. Our solutions are deployed by, among others, enterprises, carriers, and cloud service providers. We began sales in 1997, and currently have 26 local offices, subsidiaries or branches globally across Asia-Pacific, Europe, and North, Central and South America.
The lease agreements expire in the years 2025 to 2030, although certain of our leases have renewal options. (2) Severance payments of $4.3 million are payable only upon termination, retirement, or death of the respective employee, and there is no obligation for benefits accrued prior to 2007 if the employee voluntarily resigns.
The lease agreements expire in the years 2025 to 2030, although certain of our leases have renewal options. (2) Severance payments of $5.2 million are payable only upon termination, retirement, or death of the respective employee, and there is no obligation for benefits accrued prior to 2007 if the employee voluntarily resigns.
Israeli companies are generally subject to corporate tax on their taxable income at the rate of 23% for the 2024, 2023, and 2022 tax years. We elected to apply the Preferred Enterprise regime under the Law for the Encouragement of Capital Investment, 1959 (the “Investments Law”) as of the 2014 tax year. The election is irrevocable.
Income Taxes. Israeli companies are generally subject to corporate tax on their taxable income at the rate of 23% for the 2025, 2024, and 2023 tax years. We elected to apply the Preferred Enterprise regime under the Law for the Encouragement of Capital Investment, 1959 (the “Investments Law”) as of the 2014 tax year. The election is irrevocable.
The decrease in our share-based compensation expenses in 2024 was mainly due to RSU grants made at a lower weighted-average price granted towards the end of 2023, which resulted in recording lower expenses in 2024 and lower expenses from the equity-based grants made to our Chief Executive Officer during 2022.
The decrease in our share-based compensation expenses in 2024 was mainly due to RSU grants made at a lower weighted-average price granted towards the end of 2023, which resulted in recording lower expenses in 2024 and lower expenses from the equity-based grants made to our Chief Executive Officer during 2022. Financial Income, Net.
Other Material Contractual Obligations The following table summarizes our material contractual obligations as of December 31, 2024 and the effect those commitments are expected to have on our liquidity and cash flow.
Other Material Contractual Obligations The following table summarizes our material contractual obligations as of December 31, 2025 and the effect those commitments are expected to have on our liquidity and cash flow.
Research and development, or R&D, expenses, net consist primarily of salaries and related personnel expenses, costs of subcontractors, and prototype expenses related to the design, development, quality assurance and enhancement of our solutions, and depreciation of equipment purchased for the development and testing processes. All R&D costs are expensed as incurred.
Research and Development Expenses, Net. Research and development (“R&D”), expenses, net consist primarily of salaries and related personnel expenses, costs of subcontractors, and prototype expenses related to the design, development, quality assurance and enhancement of our solutions, and depreciation of equipment purchased for the development and testing processes. All R&D costs are expensed as incurred.
Businesses are sensitive to the resilience and availability of their applications, given their customers’ expectations of flawless experience and optimal performance. As such, exposed web and API based applications are the target for attackers that utilize both the server side as well as the client/browser side platforms for spreading their malicious code.
Businesses are sensitive to the resilience and availability of their applications, given their customers’ expectations of flawless experience and optimal performance. As such, exposed web and API based applications and shortly also Agentic applications and Agentic commerce, are the target for attackers that utilize both the server side as well as the client/browser side platforms for spreading their malicious code.
For a discussion about the revenues on a consolidated basis, see Item 5.A “Operating Results.” Operating expenses of the Hawks’ business consist primarily of salaries and related personnel expenses, costs of subcontractors, agent fees and share-based compensation expenses. Operating loss of the Hawks’ business was $13.6 million in 2024, $14.9 million in 2023 and $11.8 million in 2022.
For a discussion about the revenues on a consolidated basis, see Item 5.A “Operating Results.” Operating expenses of the Hawks’ business consist primarily of salaries and related personnel expenses, costs of subcontractors, agent fees and share-based compensation expenses. Operating loss of the Hawks’ business was $13.3 million in 2025, $13.6 million in 2024 and $14.9 million in 2023.
We account for investments in marketable securities in accordance with Accounting Standards Codification, or ASC 320, “Investments – Debt Securities.” Management determines the appropriate classification of our investments at the time of purchase and reevaluates such determinations at each balance sheet date. We classified all our debt securities as available-for-sale marketable securities.
We account for investments in marketable securities in accordance with Accounting Standards Codification (“ASC 320”), “Investments – Debt Securities.” Management determines the appropriate classification of our investments at the time of purchase and reevaluates such determinations at each balance sheet date. We classified all our debt securities as available-for-sale marketable securities.
Increasing focus is currently centered around the new opportunities of weaponizing AI enabled by OpenAI. This leads to ever morphing and scalable attack vectors at all levels, from volumetric botnets through web and API-centric attacks, as well as new attack surfaces that utilize Kubernetes-platforms (container orchestration platform of choice).
Increasing focus is currently centered around the new opportunities of weaponizing AI enabled by foundation models as well as customized weaponized SLMs . This leads to ever morphing and scalable attack vectors at all levels, from volumetric botnets through web and API-centric attacks, as well as new attack surfaces that utilize Kubernetes-platforms (container orchestration platform of choice).
In the years ended December 31, 2024, 2023, and 2022, revenues derived from sales of the Company’s products and product subscriptions constituted approximately 57%, 56%, and 59%, respectively, of our total revenues, with the remaining revenues being derived from services.
In the years ended December 31, 2025, 2024, and 2023, revenues derived from sales of the Company’s products and product subscriptions constituted approximately 63%, 57%, and 56%, respectively, of our total revenues, with the remaining revenues being derived from services.
Excluding amortization of intangible assets, the decrease in cost of products as a percentage of product revenues was mainly attributed to the increase in our products revenues. 75 Cost of services as a percentage of service revenues in 2024 was 9.3% compared to 8.9% in 2023.
Excluding amortization of intangible assets, the decrease in cost of products as a percentage of product revenues was mainly attributed to the increase in our products revenues. 67 Cost of services as a percentage of service revenues in 2025 was 8.3% compared to 9.3% in 2024.
As of December 31, 2024, all of our short- and long-term bank deposits were deposited in Israel with major Israeli banks, which are all rated AAA, as determined by S&P’s Maalot.
As of December 31, 2025, all of our short- and long-term bank deposits were deposited in Israel with major Israeli banks, which are all rated ilAAA, as determined by S&P’s Maalot.
This was partially offset by a decrease of $1.7 million in costs of subcontractors and agents and a decrease of $0.5 million in hosting fees. 81 Operating expenses of the Radware core business segment consist primarily of salaries and related personnel expenses including commissions paid to our sales team, marketing related expenses, hosting services fees, rent and office maintenance fees, professional services, costs of subcontractors and share-based compensation expenses.
The decrease in expenses was partially offset by a decrease of $0.5 million in the segment’s revenues. Operating expenses of the Radware core business segment consist primarily of salaries and related personnel expenses including commissions paid to our sales team, marketing related expenses, hosting services fees, rent and office maintenance fees, professional services, costs of subcontractors and share-based compensation expenses.
As of December 31, 2024, the longest contractual duration of any of our bank deposits was 3.0 years, the weighted-average duration of our deposits was 1.44 years, and the weighted average time to maturity was 1.12 years. Our marketable securities portfolio includes investments in debt securities of corporations, debt securities of U.S. government and in foreign banks and government debentures.
As of December 31, 2025, the longest contractual duration of any of our bank deposits was 3.0 years, the weighted-average duration of our deposits was 1.89 years, and the weighted average time to maturity was 1.06 years. Our marketable securities portfolio includes investments in debt securities of corporations, debt securities of U.S. government and in foreign banks and government debentures.
The pricing of the transactions was determined based on negotiations between the parties. Members of our management reviewed the pricing of the agreements and confirmed that they were not different in any material respect than that which could have been obtained from unaffiliated third parties.
The pricing of the transactions was determined based on negotiations between the parties. Members of our management reviewed the pricing of the agreements and confirmed that they were not different in any material respect than that which could have been obtained from third parties not associated or affiliated with us.
While we believe that we have adequately provided for any reasonably foreseeable outcomes related to tax audits and settlement, our future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved, audits are closed or when statutes of limitation on potential assessments expire. 97
See “Results of Operations—Income Taxes” above. 83 While we believe that we have adequately provided for any reasonably foreseeable outcomes related to tax audits and settlement, our future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved, audits are closed or when statutes of limitation on potential assessments expire.
The operating income of the Radware core business segment was $9.7 million in 2024, compared to operating loss of $16.8 million in 2023 and operating income of $8.4 million in 2022.
The operating income of the Radware core business segment was $24.7 million in 2025, compared to operating income of $9.7 million in 2024 and operating loss of $16.8 million in 2023.
If the SSP is not observable, we estimate the SSP taking into account available information such as geographic specific factors, customer grouping and internally approved historical pricing guidelines related to the performance obligation. For PCS and subscriptions, we determine the standalone selling price based on observable renewals prices or standalone subscription transactions.
For PCS and subscriptions, we determine the standalone selling price based on observable renewals prices or standalone subscription transactions. For products, the SSP is not observable, and therefore, we estimate the product SSP taking into account available information such as geographic specific factors, customer grouping and internally approved historical pricing guidelines.
Cost of products in both 2024 and 2023 included amortization of intangible assets of $4.0 million. Our cost of products as a percentage of product revenues, excluding amortization of intangible assets, represented approximately 24.6% of product revenues in 2024, compared to 25.7% in 2023.
Cost of products in both 2025 and 2024 included amortization of intangible assets of $4.0 million. Our cost of products as a percentage of product revenues, excluding amortization of intangible assets, represented approximately 23.8% of product revenues in 2025, compared to 24.6% in 2024.
Our cost of products as a percentage of product revenues, excluding amortization of intangible assets, represented approximately 25.7% of product revenues in 2023, compared to 22.8% in 2022. Excluding amortization of intangible assets, the increase in cost of products as a percentage of product revenues was mainly attributed to the decrease in our products revenues.
Our cost of products as a percentage of product revenues, excluding amortization of intangible assets, represented approximately 24.6% of product revenues in 2024, compared to 25.7% in 2023. Excluding amortization of intangible assets, the decrease in cost of products as a percentage of product revenues was mainly attributed to the increase in our products revenues.
The financial institutions that hold our marketable securities are major U.S. financial institutions, located in the United States. As of December 31, 2024, 94% of our marketable securities portfolio was invested in debt securities of corporations, 4% in debt securities of the U.S. government and 2% in financial institutions.
The financial institutions that hold our marketable securities are major U.S. financial institutions, located in the United States. As of December 31, 2025, 98% of our marketable securities portfolio was invested in debt securities of corporations and 2% in financial institutions.
The following table sets forth a breakdown of our cost of revenues between products and services for the periods indicated, in absolute figures and as a percentage of the relative product and services revenues: (US$ in thousands, except percentages) 2024 2023 2022 Cost of Products 42,178 27.1 % 41,450 28.5 % 43,014 25.0 % Cost of Services 11,074 9.3 % 10,260 8.9 % 10,870 9.0 % Total 53,252 19.4 % 51,710 19.8 % 53,884 18.4 % Cost of products as a percentage of product revenues in 2024 was 27.1%, compared to 28.5% in 2023.
The following table sets forth a breakdown of our cost of revenues between products and services for the periods indicated, in absolute figures and as a percentage of the relative product and services revenues: (US$ in thousands, except percentages) 2025 2024 2023 Cost of Products 49,033 25.9 % 42,178 27.1 % 41,450 28.5 % Cost of Services 9,306 8.3 % 11,074 9.3 % 10,260 8.9 % Total 58,339 19.3 % 53,252 19.4 % 51,710 19.8 % Cost of products as a percentage of product revenues in 2025 was 25.9%, compared to 27.1% in 2024.
Cost of services as a percentage of service revenues in 2023 was 8.9% compared to 9.0% in 2022. Operating Expenses.
Cost of services as a percentage of service revenues in 2024 was 9.3% compared to 8.9% in 2023. Operating Expenses.
As of December 31, 2024, we had 378 employees and 71 subcontractors engaged primarily in research and development activities, compared to 408 employees and 71 subcontractors at the end of 2023, and 419 employees and 75 subcontractors at the end of 2022.
As of December 31, 2025, we had 406 employees and 68 subcontractors engaged primarily in research and development activities, compared to 378 employees and 71 subcontractors at the end of 2024, and 408 employees and 71 subcontractors at the end of 2023.
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. 70 A. Operating Results Overview General We are a provider of cybersecurity and application delivery solutions for cloud, on-premises, and SDDC.
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. 62 A. Operating Results Overview General We are a provider of application security and delivery solutions for multi-cloud environments.
GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting among available alternatives would produce a materially different result. Our management has reviewed these critical accounting policies and related disclosures with the Audit Committee of our Board of Directors (the “Audit Committee”).
There are also areas in which management’s judgment in selecting among available alternatives would produce a materially different result. Our management has reviewed these critical accounting policies, estimates and related disclosures with the Audit Committee of our Board of Directors.
The amount of income tax we pay is subject to ongoing audits by the tax authorities, which often result in proposed assessments. See “Results of Operations—Income Taxes” above.
The amount of income tax we pay is subject to ongoing audits by the tax authorities, which often result in proposed assessments.
Cash and cash equivalents, short- and long-term bank deposits and short- and long-term marketable securities were $419.7 million on December 31, 2024, compared with $363.7 million and $432.0 million on December 31, 2023 and 2022, respectively.
Cash and cash equivalents, short- and long-term bank deposits and short- and long-term marketable securities were $460.6 million on December 31, 2025, compared with $419.7 million and $363.7 million on December 31, 2024 and 2023, respectively.
Credit loss is estimated by considering changes to the rating of the security by a rating agency and any adverse conditions specifically related to the security, as well as other factors. Credit loss impairments for both the years ended December 31, 2024 and 2023 were immaterial. Business Combinations.
Credit loss is estimated by considering changes to the rating of the security by a rating agency and any adverse conditions specifically related to the security, as well as other factors. Credit loss impairments for both the years ended December 31, 2025 and 2024 were immaterial. 81 Goodwill and impairment of long-lived assets .
During 2024, our revenues from the enterprise market increased by 8% to $216.5 million from $201.2 million in 2023, and revenues from the carrier market decreased by 3% to $58.4 million from $60.1 million in 2023.
During 2024, our revenues from the enterprise market increased by 8% to $216.5 million from $201.2 million in 2023, and revenues from the carrier market decreased by 3% to $58.4 million from $60.1 million in 2023. 66 Our revenues in North, Central and South America increased in 2025 by 6% compared to 2024.
We believe that the terms of the transactions in which we have entered with these member entities of the RAD-Bynet Group are not different in any material respect from terms we could obtain from unaffiliated third parties and are beneficial to us and no less favorable to us than terms that might be available to us from unaffiliated third parties.
We refer to such companies as the “Fortissimo Portfolio Companies.” We believe that the terms of the transactions in which we have entered with these member entities of the RAD-Bynet Group or with any of the Fortissimo Portfolio Companies are not different in any material respect from terms we could obtain from third parties not associated or affiliated with us and are beneficial to us and no less favorable to us than terms that might be available to us from third parties.
From a geographic perspective, 87% of our marketable securities portfolio was invested in debt securities of U.S. issuers, 4% was invested in debt securities of European issuers and 9% was invested in debt securities of other geographic-located issuers.
From a geographic perspective, 89% of our marketable securities portfolio was invested in debt securities of U.S. issuers, 5% was invested in debt securities of European issuers and 6% was invested in debt securities of other geographic-located issuers.
The following tables summarize the share options and restricted share units (RSUs) that were granted during the years 2024, 2023, and 2022, and their weighted average grant-date fair value: Share options: 2024 2023 2022 Grants 299,856 331,899 250,284 Weighted-average grant-date fair value 6.11 5.48 6.77 78 RSUs: 2024 2023 2022 Grants 1,517,180 1,390,718 1,947,499 Weighted-average grant-date fair value 21.49 15.82 21.31 Share-based compensation expenses in 2024 totaled $26.0 million, a decrease of $8.0 million, or 24%, compared with expenses of $34.0 million in 2023.
The following tables summarize the share options and restricted share units (RSUs) that were granted during the years 2025, 2024 and 2023, and their weighted average grant-date fair value: Share options: 2025 2024 2023 Grants 120,000 299,856 331,899 Weighted-average grant-date fair value 7.83 6.11 5.48 RSUs: 2025 2024 2023 Grants 1,077,315 1,517,180 1,390,718 Weighted-average grant-date fair value 26.02 21.49 15.82 Share-based compensation expenses in 2025 totaled $24.0 million, a decrease of $2.0 million, or 8%, compared with expenses of $26.0 million in 2024.
Working Capital and Cash Flows The following table presents the major components of net cash flows used in and provided by operating, investing, and financing activities for the periods presented (dollars in thousands(: 2024 2023 2022 Net cash provided by (used in) operating activities $ 71,609 $ (3,500 ) $ 32,148 Net cash provided by (used in) investing activities (39,520 ) 92,779 (56,018 ) Net cash used in financing activities (3,913 ) (64,926 ) (22,458 ) 84 Net cash provided by (used in) operating activities for 2024, 2023 and 2023 was $71.6 million, $(3.5) million, and $32.1 million, respectively.
Working Capital and Cash Flows The following table presents the major components of net cash flows used in and provided by operating, investing, and financing activities for the periods presented (dollars in thousands): 2025 2024 2023 Net cash provided by (used in) operating activities $ 50,091 $ 71,609 $ (3,500 ) Net cash provided by (used in) investing activities (30,070 ) (39,520 ) 92,779 Net cash used in financing activities (13,657 ) (3,913 ) (64,926 ) Net cash provided by (used in) operating activities for 2025, 2024 and 2023 was $50.1 million, $71.6 million, and $(3.5) million, respectively.
The following table provides a breakdown of our consolidated revenues by type of revenues both in dollars and as a percentage of total revenues for the past three fiscal years, as well as the percentage change between such periods: (US$ in thousands, except percentages) 2024 2023 2022 % Change 2024 vs. 2023 % Change 2023 vs. 2022 Products 155,437 57 % 145,541 56 % 172,161 59 % 7 % (15 )% Services 119,443 43 % 115,751 44 % 121,265 41 % 3 % (5 )% Total 274,880 100 % 261,292 100 % 293,426 100 % 5 % (11 )% The following table shows a breakdown of our consolidated revenues by geographical distribution both in dollars and as a percentage of total revenues for the past three fiscal years, as well as the percentage change between such periods: (US$ in thousands, except percentages) 2024 2023 2022 % Change 2024 vs. 2023 % Change 2023 vs. 2022 North, Central and SouthAmerica (principally the United States)(*) 117,740 43 % 103,435 40 % 123,947 42 % 14 % (17 )% EMEA (Europe, the Middle East and Africa) 94,075 34 % 96,488 37 % 104,219 36 % (2 )% (7 )% Asia-Pacific 63,065 23 % 61,369 23 % 65,260 22 % 3 % (6 )% Total 274,880 100 % 261,292 100 % 293,426 100 % 5 % (11 )% (*) For the years ended December 31, 2024, 2023, and 2022, our revenues from the United States were $83.4 million, $73.0 million, and $94.0 million, respectively, representing 30%, 28%, and 32% of total revenues for these years, respectively. 73 Revenues in 2024 were $274.9 million compared with revenues of $261.3 million in 2023, an increase of 5%.
The following table provides a breakdown of our consolidated revenues by type of revenues both in dollars and as a percentage of total revenues for the past three fiscal years, as well as the percentage change between such periods: (US$ in thousands, except percentages) 2025 2024 2023 % Change 2025 vs. 2024 % Change 2024 vs. 2023 Products 189,582 63 % 155,437 57 % 145,541 56 % 22 % 7 % Services 112,268 37 % 119,443 43 % 115,751 44 % (6 )% 3 % Total 301,850 100 % 274,880 100 % 261,292 100 % 10 % 5 % The following table shows a breakdown of our consolidated revenues by geographical distribution both in dollars and as a percentage of total revenues for the past three fiscal years, as well as the percentage change between such periods: (US$ in thousands, except percentages) 2025 2024 2023 % Change 2025 vs. 2024 % Change 2024 vs. 2023 North, Central and South America (principally the United States)(*) 124,530 41 % 117,740 43 % 103,435 40 % 6 % 14 % EMEA (Europe, the Middle East and Africa) 111,253 37 % 94,075 34 % 96,488 37 % 18 % (3 )% Asia-Pacific 66,067 22 % 63,065 23 % 61,369 23 % 5 % 3 % Total 301,850 100 % 274,880 100 % 261,292 100 % 10 % 5 % (*) For the years ended December 31, 2025, 2024, and 2023, our revenues from the United States were $92.7 million, $83.4 million, and $73.0 million, respectively, representing 31%, 31%, and 28% of total revenues for these years, respectively. 65 Revenues in 2025 were $301.8 million compared with revenues of $274.9 million in 2024, an increase of 10%.
We selected the Black-Scholes-Merton option pricing model to account for the fair value of our share-options awards with only service conditions and whereas the fair value of the RSUs awards is based on the market value of the underlying shares at the date of grant. 95 During 2020, the Board of Directors of the Company approved a market-condition based RSUs equity grant to the Chief Executive Officer of the Company.
We selected the Black-Scholes-Merton option pricing model to account for the fair value of our share-options awards with only service conditions and whereas the fair value of the RSUs awards is based on the market value of the underlying shares at the date of grant.
Results of Operations The following discussion of our results of operations for the years ended December 31, 2024, 2023, and 2022, including the following tables, which present selected financial information in dollars and as a percentage of total revenues, are based upon our consolidated statements of operations contained in our financial statements for those periods, and the related notes, included in this annual report. 71 The following table sets forth, for the periods indicated, certain financial data concerning our consolidated operating results: 2024 2023 2022 (US $ in thousands) Revenues: Products $ 155,437 $ 145,541 $ 172,161 Services 119,443 115,751 121,265 274,880 261,292 293,426 Cost of revenues: Products 42,178 41,450 43,014 Services 11,074 10,260 10,870 53,252 51,710 53,884 Gross profit 221,628 209,582 239,542 Operating expenses, net: Research and development, net 74,723 82,617 86,562 Sales and marketing 122,450 126,237 126,533 General and administrative 28,342 32,408 29,786 Total operating expenses, net 225,515 241,262 242,881 Operating loss (3,887 ) (31,680 ) (3,339 ) Financial income, net 16,552 13,927 8,052 Income (loss) before taxes on income 12,665 (17,753 ) 4,713 Taxes on income 6,627 3,837 4,879 Net income (loss) 6.038 (21,590 ) (166 ) The following table sets forth, for the periods indicated, certain financial data expressed as a percentage of our total revenues: 2024 2023 2022 Revenues: Products 57 % 56 % 59 % Services 43 44 41 100 100 100 Cost of Revenues: Products 15 16 15 Services 4 4 4 19 20 19 Gross profit 81 80 81 Operating expenses, net: Research and development, net 27 32 30 Sales and marketing 45 48 43 General and administrative 10 12 10 Total operating expenses, net 82 92 83 Operating loss (1 ) (12 ) (1 ) Financial income, net 6 5 3 Income (loss) before taxes on income 5 (7 ) 2 Taxes on income (2 ) (1 ) (2 ) Net income (loss) 2 % (8 )% 0 % 72 Comparison of Years Ended December 31, 2024, 2023, and 2022.
Results of Operations The following discussion of our results of operations for the years ended December 31, 2025, 2024, and 2023, including the following tables, which present selected financial information in dollars and as a percentage of total revenues, are based upon our consolidated statements of operations contained in our financial statements for those periods, and the related notes, included in this annual report. 63 The following table sets forth, for the periods indicated, certain financial data concerning our consolidated operating results: 2025 2024 2023 (US $ in thousands) Revenues: Products 189,582 155,437 145,541 Services 112,268 119,443 115,751 $ 301,850 $ 274,880 $ 261,292 Cost of revenues: Products 49,033 42,178 41,450 Services 9,306 11,074 10,260 58,339 53,252 51,710 Gross profit 243,511 221,628 209,582 Operating expenses, net: Research and development, net 78,981 74,723 82,617 Sales and marketing 127,586 122,450 126,237 General and administrative 25,536 28,342 32,408 Total operating expenses, net 232,103 225,515 241,262 Operating profit (loss) 11,408 (3,887 ) (31,680 ) Financial income, net 17,899 16,552 13,927 Income (loss) before taxes on income 29,307 12,665 (17,753 ) Taxes on income 9,050 6,627 3,837 Net income (loss) 20,257 6,038 (21,590 ) The following table sets forth, for the periods indicated, certain financial data expressed as a percentage of our total revenues: 2025 2024 2023 Revenues: Products 63 % 57 % 56 % Services 37 43 44 100 100 100 Cost of Revenues: Products 16 15 16 Services 3 4 4 19 19 20 Gross profit 81 81 80 Operating expenses, net: Research and development, net 26 27 32 Sales and marketing 42 45 48 General and administrative 9 10 12 Total operating expenses, net 77 82 92 Operating profit (loss) 4 (1 ) (12 ) Financial income, net 6 6 5 Income (loss) before taxes on income 10 5 (7 ) Taxes on income (3 ) (2 ) (1 ) Net income (loss) 7 % 2 % (8 )% 64 Comparison of Years Ended December 31, 2025, 2024, and 2023.
Cost of products as a percentage of product revenues in 2023 was 28.5%, compared to 25.0% in 2022. Cost of products in 2023 and 2022 included amortization of intangible assets of $4.0 million and $3.7 million, respectively.
Cost of products as a percentage of product revenues in 2024 was 27.1%, compared to 28.5% in 2023. Cost of products in both 2024 and 2023 included amortization of intangible assets of $4.0 million.
In 2025, we anticipate that the majority of our capital expenditures will be primarily for additional infrastructure to support our cloud-based solutions and for R&D testing, lab equipment and computers.
In 2026, we anticipate that the majority of our capital expenditures will be primarily for additional infrastructure to support our cloud-based solutions and for R&D testing, lab equipment and computers. We did not have any principal divestitures in the past three years.
The following table sets forth a breakdown of our operating expenses, net for the periods indicated as well as the percentage change between such periods: (US$ in thousands, except percentages) 2024 2023 2022 % Change 2024 vs. 2023 % Change 2023 vs. 2022 Research and development, net $ 74,723 $ 82,617 $ 86,562 (10 )% (5 )% Sales and marketing 122,450 126,237 126,533 (3 )% 0 % General and administrative 28,342 32,408 29,786 (13 )% 9 % Total $ 225,515 $ 241,262 $ 242,881 (7 )% (1 )% Our operating expenses decreased by 7% in 2024 to $225.5 million from $241.3 million in 2023.
The following table sets forth a breakdown of our operating expenses, net for the periods indicated as well as the percentage change between such periods: (US$ in thousands, except percentages) 2025 2024 2023 % Change 2025 vs. 2024 % Change 2024 vs. 2023 Research and development, net $ 78,981 $ 74,723 $ 82,617 6 % (10 )% Sales and marketing 127,586 122,450 126,237 4 % (3 )% General and administrative 25,536 28,342 32,408 (10 )% (13 )% Total $ 232,103 $ 225,515 $ 241,262 3 % (7 )% Operating expenses increased by 3% to $232.1 million in 2025, compared to $225.5 million in 2024.
We recognize revenues in accordance with Accounting Standards Codification (ASC) No. 606, “Revenue from Contracts with Customers.” As such, we identify a contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to each performance obligation in the contract and recognize revenues when (or as) we satisfy a performance obligation. 92 The transaction price is determined based on the consideration which we expect to be entitled to in exchange for transferring the promised goods or services to our customer.
We recognize revenues in accordance with Accounting Standards Codification (ASC) No. 606, “Revenue from Contracts with Customers.” As such, we identify a contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to each performance obligation in the contract and recognize revenues when (or as) we satisfy a performance obligation.
R&D expenses, net, were $82.6 million in 2023, a decrease of $3.9 million, or 5%, compared with R&D expenses, net of $86.6 million in 2022.
R&D expenses, net, were $74.7 million in 2024, a decrease of $7.9 million, or 10%, compared with R&D expenses, net of $82.6 million in 2023.
General and administrative expenses were $28.3 million in 2024, a decrease of $4.1 million, or 13%, compared to a general and administrative expenses of $32.4 million in 2023.
These decreases were partially offset by a $1.2 million increase in personnel‑related expenses. 69 General and administrative expenses were $28.3 million in 2024, a decrease of $4.1 million, or 13%, compared to a general and administrative expenses of $32.4 million in 2023.
We believe that continued investment in R&D is critical to attaining our strategic product objectives. R&D expenses, net, were $74.7 million in 2024, a decrease of $7.9 million, or 10%, compared with R&D expenses, net of $82.6 million in 2023.
We believe that continued investment in R&D is critical to attaining our strategic product objectives. 68 R&D expenses, net, were $79.0 million in 2025, an increase of $4.3 million, or 6%, compared with R&D expenses, net of $74.7 million in 2024.
In 2024, we recorded pre-tax income of $12.7 million as compared to pre-tax loss of $17.8 million in 2023, and our tax expenses were $6.6 million in 2024, an increase of $2.8 million, or 73%, compared with tax expenses of $3.8 million in 2023.
In 2025, we recorded pre-tax income of $29.3 million compared to pre-tax income of $12.7 million in 2024, and our tax expenses were $9.1 million in 2025, an increase of $2.5 million, or 38%, compared with tax expenses of $6.6 million in 2024.
There are no material legal restrictions, taxes, or other costs associated with transferring our funds held in U.S. financial institutions to Israeli financial institutions, and we have access to all of our cash as needed for our operations.
As of December 31, 2025, 82% of our marketable securities portfolio was rated A- or higher and 18% was rated BBB+, as determined by S&P. 76 There are no material legal restrictions, taxes, or other costs associated with transferring our funds held in U.S. financial institutions to Israeli financial institutions, and we have access to all of our cash as needed for our operations.
Payments Due by Period (US $ in thousands) Contractual obligations Total Less than 1 year* 1-3 years 3-5 years More than 5 years Operating leases (1) 19,540 5,029 7,558 5,690 1,263 Total contractual cash obligations (2) 19,540 5,029 7,558 5,690 1,263 * Become due during 2025. (1) Consists of outstanding operating leases for the Company’s facilities.
Payments Due by Period (US $ in thousands) Contractual obligations Total Less than 1 year* 1-3 years 3-5 years More than 5 years Operating leases (1) 18,011 5,315 8,237 4,459 - Total contractual cash obligations (2) 18,011 5,315 8,237 4,459 - * Become due during 2026. (1) Consists of outstanding operating leases for the Company’s facilities.
New security controls utilize the power of AI and machine learning to control the delivery of AppSec services (control false positives) as well as detection of zero-days. • Israel-Hamas and Ukraine-Russia Military Conflicts .
New security controls utilize the power of AI and machine learning to control the delivery of AppSec services (control false positives) as well as detection of zero-days and the new zero-click attacks for Agentic-centric applications.
The decrease in service revenues was mainly attributed to the decrease in service revenues derived from large deals and a decrease in revenues from support services for our on-premises devices, partially offset by an increase in service subscription revenues.
The increase in service revenues was mainly attributed to the increase in revenues from support services for our on-premises devices and an increase in our managed services revenues.
Attack delivery is aided by the growing presence of connected devices (IoT), which increases the threat surface against any kind of infrastructure, as well as traffic encryption (dark data) assisting in hiding attacks.
The increasing complexity and intensity of the security threats landscape requires expertise in identifying the attacks and state-of-the-art security to mitigate the attacks and safeguard the assets. Attack delivery is aided by the growing presence of connected devices (IoT), which increases the threat surface against any kind of infrastructure, as well as traffic encryption (dark data) assisting in hiding attacks.
The decrease in our EMEA region was mainly attributed to a decrease in sales of our hardware-based products, partially offset by an increase in customer services revenues. Our revenues in North, Central and South America decreased in 2023 by 17% compared to 2022. Revenues from the EMEA region decreased in 2023 by 7% compared to 2022.
The decrease in our EMEA region was mainly attributed to a decrease in sales of our hardware-based products, partially offset by an increase in customer services revenues. Cost of Revenues.
Net cash used in financing activities was $64.9 million for the year ended December 31, 2023, an increase of $42.5 million compared to net cash used in financing activities of $22.5 million for the year ended December 31, 2022.
Net cash used in financing activities was $13.7 million for the year ended December 31, 2025, an increase of $9.7 million compared to net cash used in financing activities of $3.9 million for the year ended December 31, 2024.
Such revenues are recognized ratably over the term of the related agreement and are classified as short- and long-term based on their contractual term. We record a provision for estimated sale returns, credits and stock rotation granted to customers on our products in the same period that the related revenues are recorded in accordance with ASC 606.
We record a provision for estimated sale returns, credits and stock rotation granted to customers on our products in the same period that the related revenues are recorded in accordance with ASC 606. Those estimates are based on historical sales returns and other factors known to us.
Net cash used in operating activities was $3.5 million for the year ended December 31, 2023, compared to net cash provided by operating activities of $32.1 million for the year ended December 31, 2022.
Net cash used in investing activities was $30.1 million for the year ended December 31, 2025, compared to net cash used in investing activities of $39.5 million for the year ended December 31, 2024.
Our net income (loss) in 2024, 2023, and 2022 was $6.0 million, $(21.6) million, and $(0.2) million, respectively. Net cash provided by operating activities was $71.6 million for the year ended December 31, 2024, compared to net cash used in operating activities of $3.5 million for the year ended December 31, 2023.
All offset by an increase of $14.2 million in net income, an increase of $1.3 million in deferred revenues, and a $1.7 million increase in lease liabilities, net. 75 Net cash provided by operating activities was $71.6 million for the year ended December 31, 2024, compared to net cash used in operating activities of $3.5 million for the year ended December 31, 2023.
This decrease was primarily a result of: (1) a $2.5 million decrease in personnel costs, mainly due to a decrease in average headcount compared to the previous year, and (2) a $2.2 million decrease in amounts paid to subcontractors, partially offset by a $1.2 million increase in share-based compensation expenses (see also “Share-based compensation expenses” below). Sales and Marketing Expenses.
This increase was primarily attributable to: (1) a $2.9 million increase in personnel‑related expenses, mainly reflecting higher average headcount compared to the prior year and the impact of the weakening of the U.S. dollar relative to the NIS; (2) a $1.3 million increase in amounts paid to subcontractors; and (3) a $0.4 million increase in hosting fees, partially offset by a $0.4 million decrease in share‑based compensation expenses (see also “Share‑based compensation expenses” below).
In addition, proceeds from the exercise of share options decreased by $1.7 million. 85 Cash and Cash Equivalents As of December 31, 2024, we had cash and cash equivalents, including short- and long-term bank deposits and short- and long-term marketable securities, of $419.7 million, compared to $363.7 million as of December 31, 2023 and $432.0 million as of December 31, 2022.
Cash, Cash Equivalents and Marketable Securities As of December 31, 2025, we had cash and cash equivalents, including short- and long-term bank deposits and short- and long-term marketable securities, of $460.6 million, compared to $419.7 million as of December 31, 2024 and $363.7 million as of December 31, 2023.
The change was primarily due to a net increase of $115.4 million in proceeds from short- and long-term deposits and marketable securities, the non-recurrence of the $30.0 million acquisition payment related to SecurityDAM in 2022, and a decrease of $3.4 million in capital expenditures.
The change was primarily due to a net decrease of $16.1 million in investments in short-term, long-term and other deposits offset by a net increase of $3.3 million in capital and increase in proceeds from marketable securities in the amount of $3.3 million.
The increase in general and administrative expenses in 2023 was primarily due to (1) a $4.0 million increase in share-based compensation expenses (see also “Share-based compensation expenses” below), and (2) an increase of $0.3 million related to revaluation of contingent consideration recorded as part of the acquisition of the business of SecurityDAM, partially offset by a $2.1 million decrease in professional services due to lower D&O insurance costs and one time transaction costs we recorded in 2022, as part of the acquisition of the business of SecurityDAM.
The decrease in general and administrative expenses in 2025 was primarily attributable to: (1) a $3.0 million decrease in share‑based compensation expenses (see also “Share‑based compensation expenses” below); (2) a $0.2 million decrease in professional fees; (3) a $0.5 million decrease related to the revaluation of contingent consideration recorded in connection with the acquisition of the SecurityDAM; and (4) a $0.3 million decrease in other general and administrative expenses.

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Item 6. [Reserved]

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

67 edited+22 added−17 removed71 unchanged
Biggest changeUnless otherwise indicated herein, all Covered Executives (i) are entitled to a notice period of at least one month prior to termination (other than termination for cause), during which they are generally entitled to all compensation and rights under their employment agreements; and (ii) are not entitled to any special bonuses or benefits upon a change of control of our Company, other than a potential acceleration of the vesting of their share options pursuant to our equity incentive plan, as more fully described in Item 6.E “Share Ownership.” (5) As approved by our shareholders on July 28, 2022, as of such date, Roy Zisapel’s gross base salary increased from $400,000 to $450,000, and his annual bonus increased from $400,000 to $600,000 (however, the actual payout, based on performance, could reach $900,000 for overperformance).
Biggest changeUnless otherwise indicated herein, all Covered Executives (i) are entitled to a notice period of at least one month prior to termination (other than termination for cause), during which they are generally entitled to all compensation and rights under their employment agreements; and (ii) are not entitled to any special bonuses or benefits upon a change of control of our Company, other than a potential acceleration of the vesting of their share options pursuant to our equity incentive plan, as more fully described in Item 6.E “Share Ownership.” (5) As approved by our shareholders on July 28, 2022, as of such date, Roy Zisapel’s gross base salary increased from $400,000 to $450,000, and his annual bonus increased from $400,000 to $600,000 (however, the actual payout, based on performance, could reach $900,000 for overperformance). * Social contributions paid in Israel are denominated in NIS, whereas our functional currency is dollars and therefore fluctuations in dollar amounts may be attributed to exchange rate fluctuations. 90 As approved by our shareholders on July 28, 2022, the terms of compensation of Roy Zisapel, our President, Chief Executive Officer and director, were modified, such that, commencing July 28, 2022, (i) his gross base salary is $450,000 per annum (payable in NIS); (ii) his annual bonus is $600,000 (payable in NIS) for on-target (100%) performance; however, the actual payout, based on performance, could reach $900,000 for overperformance (or the equivalent in NIS); and (iii) he is entitled to annual grants of a combination of time-based restricted share units, performance-based restricted share units, and performance-based share options, with a total grant value of $7.725 million, $5.0 million and $5.0 million, for 2022, 2023, and 2024, respectively.
Pursuant to the plan, the Compensation Committee has the authority to determine (subject to applicable law), or advise the Board of Directors, in its discretion: • the persons to whom options or RSUs are granted; • the number of shares underlying each equity award; • the time or times at which the award shall be made; 114 • the exercise price, vesting schedule and conditions pursuant to which the awards are exercisable, including cashless exercises; and • any other matter necessary or desirable for the administration of the plan.
Pursuant to the plan, the Compensation Committee has the authority to determine (subject to applicable law), or advise the Board of Directors, in its discretion: • the persons to whom options or RSUs are granted; • the number of shares underlying each equity award; • the time or times at which the award shall be made; • the exercise price, vesting schedule and conditions pursuant to which the awards are exercisable, including cashless exercises; and • any other matter necessary or desirable for the administration of the plan.
Mazin is also an active investor in real estate, high tech, and bio-tech startups. In 2018, Mr. Mazin received an honorary degree from the Holon Institute of Technology. 100 Alex Pinchev has served as a member of our Board of Directors since November 2023. Mr.
Mazin is also an active investor in real estate, high tech, and bio-tech startups. In 2018, Mr. Mazin received an honorary degree from the Holon Institute of Technology. Alex Pinchev has served as a member of our Board of Directors since November 2023. Mr.
We generally provide our employees with benefits and working conditions above the required minimums. 112 The employees of our subsidiaries are subject to local labor laws, regulations and/or collective bargaining agreements that vary from country to country. Our employees are not represented by a labor union.
We generally provide our employees with benefits and working conditions above the required minimums. The employees of our subsidiaries are subject to local labor laws, regulations and/or collective bargaining agreements that vary from country to country. Our employees are not represented by a labor union.
Our eligibility to opt out is conditioned upon: (i) the continued listing of our ordinary shares on the Nasdaq (or one of a few other specified non-Israeli stock exchanges); (ii) there not being a controlling shareholder of our Company; and (iii) our compliance with the SEC rules and Nasdaq requirements as to the composition of (a) our board of directors (which requires that we maintain a majority of independent directors on our board of directors) and (b) the audit and compensation committees of our Board of Directors (which, subject to certain exceptions, requires that such committees consist solely of independent directors (at least three and two members, respectively), as described under the Nasdaq rules).
Our eligibility to opt out is conditioned upon: (i) the continued listing of our ordinary shares on the Nasdaq (or one of a number of other specified non-Israeli stock exchanges); (ii) there not being a controlling shareholder of our Company; and (iii) our compliance with the SEC rules and Nasdaq requirements as to the composition of (a) our board of directors (which requires that we maintain a majority of independent directors on our board of directors) and (b) the audit and compensation committees of our Board of Directors (which, subject to certain exceptions, requires that such committees consist solely of independent directors (at least three and two members, respectively), as described under the Nasdaq rules).
Stern holds a B.A. degree in economics and accounting from City University of New York, Queens College, and an M.B.A. from Harvard University. 99 Naama Zeldis has served as a member of our Board of Directors since September 2020. Ms.
Stern holds a B.A. degree in economics and accounting from City University of New York, Queens College, and an M.B.A. from Harvard University. Naama Zeldis has served as a member of our Board of Directors since September 2020. Ms.
Consistent with the aforesaid relief regulations, in February 2020, we elected to opt out from the requirement to appoint external directors and from the composition requirements for the audit and compensation committees under the Companies Law.
Consistent with the aforesaid relief regulations, in February 2020, we elected to opt out of the requirement to appoint external directors and from the composition requirements for the audit and compensation committees under the Companies Law.
Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation During and after the last completed fiscal year ended December 31, 2024, we were not required to prepare an accounting restatement, or any accounting restatement that required recovery of erroneously awarded compensation pursuant to our compensation recovery policy required by the Nasdaq listing rules, and there was no outstanding balance as of the end of the last completed fiscal year of erroneously awarded compensation to be recovered from the application of the policy to any prior restatement.
Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation During and after the last completed fiscal year ended December 31, 2025, we were not required to prepare an accounting restatement, or any accounting restatement that required recovery of erroneously awarded compensation pursuant to our compensation recovery policy required by the Nasdaq listing rules, and there was no outstanding balance as of the end of the last completed fiscal year of erroneously awarded compensation to be recovered from the application of the policy to any prior restatement.
As of December 31, 2024, 1,000,000 ordinary shares have been reserved for option grants under this arrangement, of which we have granted options to purchase 236,694 ordinary shares at a weighted average exercise price of $7.09 per ordinary share. This arrangement does not affect the possibility of issuing options under the Share Incentive Plan as detailed above.
As of December 31, 2025, 1,000,000 ordinary shares have been reserved for option grants under this arrangement, of which we have granted options to purchase 236,694 ordinary shares at a weighted average exercise price of $7.09 per ordinary share. This arrangement does not affect the possibility of issuing options under the Share Incentive Plan as detailed above.
We refer to the five individuals for whom disclosure is provided herein as our “Covered Executives.” 104 For purposes of the table and the summary below, “compensation” includes base salary, bonuses, equity-based compensation, retirement or termination payments, benefits and perquisites such as car, phone and social benefits, and any undertaking to provide such compensation.
We refer to the five individuals for whom disclosure is provided herein as our “Covered Executives.” 89 For purposes of the table and the summary below, “compensation” includes base salary, bonuses, equity-based compensation, retirement or termination payments, benefits and perquisites such as car, phone and social benefits, and any undertaking to provide such compensation.
Each director attended at least 80% of all Board meetings. Directors’ Service Contracts Except as described in Item 6.B “Compensation”, we do not, as of the date of filing of this annual report, have service or employment contracts with our directors providing for benefits upon termination of employment.
Each director attended at least 94% of all Board meetings. Directors’ Service Contracts Except as described in Item 6.B “Compensation”, we do not, as of the date of filing of this annual report, have service or employment contracts with our directors providing for benefits upon termination of employment.
Goldriech holds a B.Sc. degree in computer science and logistics-economics and an MBA from Bar-Ilan University. 102 Additional Information Under Nasdaq requirements, a majority of the members of our Board of Directors are required to be “independent” as defined under the Nasdaq rules.
Goldriech holds a B.Sc. degree in computer science and logistics-economics and an MBA from Bar-Ilan University. 87 Additional Information Under Nasdaq requirements, a majority of the members of our Board of Directors are required to be “independent” as defined under the Nasdaq rules.
On March 10, 2024, Yehuda Zisapel, a co-founder and shareholder of the Company who served as a member of our Board of Directors since our inception in May 1996 and as Chairperson of our Board of Directors from May 1996 until August 2006 and again from November 2009 until November 2023, passed away.
In March 2024, Yehuda Zisapel, a co-founder and shareholder of the Company who served as a member of our Board of Directors since our inception in May 1996 and as Chairperson of our Board of Directors from May 1996 until August 2006 and again from November 2009 until November 2023, passed away.
The exercise price of all options shall be equal to the fair market value of the ordinary shares on the date of the grant (i.e., an exercise price equal to the market price of our ordinary shares on the date of the annual meeting approving the election or reelection of a director or the date of commencement of office, if different). 106 C.
The exercise price of all options shall be equal to the fair market value of the ordinary shares on the date of the grant (i.e., an exercise price equal to the market price of our ordinary shares on the date of the annual meeting approving the election or reelection of a director or the date of commencement of office, if different). 91 C.
(7) Serves on the Nomination and Corporate Governance Committee of the Board of Directors (the “Nomination and Corporate Governance Committee”). 98 Yuval Cohen has served as Chairperson of our Board of Directors since November 2023 and as a member of our Board of Directors since December 2021.
(7) Serves on the Nomination and Corporate Governance Committee of the Board of Directors (the “Nomination and Corporate Governance Committee”). 84 Yuval Cohen has served as Chairperson of our Board of Directors since November 2023 and as a member of our Board of Directors since December 2021.
(2) Qualified as an independent director, as determined under the Nasdaq rules. (3) Serves on the Compensation Committee of the Board of Directors (the “Compensation Committee”). (4) Serves on the Audit Committee. (5) Term as director expires at the annual meeting of shareholders to be held in 2025.
(2) Qualified as an independent director, as determined under the Nasdaq rules. (3) Serves on the Compensation Committee of the Board of Directors (the “Compensation Committee”). (4) Serves on the Audit Committee of the Board of Directors (the “Audit Committee”). (5) Term as director expires at the annual meeting of shareholders to be held in 2028.
All amounts reported in the table are in terms of cost to the Company, as recognized in our financial statements for the year ended December 31, 2024.
All amounts reported in the table are in terms of cost to the Company, as recognized in our financial statements for the year ended December 31, 2025.
(Nasdaq: DSPG) and Intel Corporation (Nasdaq: INTC). Currently, Mr. Cohen serves as the chairman of the board of directors of Kornit Digital Ltd. (Nasdaq: KRNT) and as the Chairman of Cellcom Israel Ltd. (TASE: CEL). He also serves on the board of directors of several privately-held portfolio companies of Fortissimo. Mr.
(Nasdaq: DSPG) and Intel Corporation (Nasdaq: INTC). Currently, Mr. Cohen serves as the chairman of the board of directors of Kornit Digital Ltd. (Nasdaq: KRNT), as the Chairman of Cellcom Israel Ltd. (TASE: CEL) and as a director of Stratasys Ltd. (Nasdaq: SSYS). He also serves on the board of directors of several privately-held portfolio companies of Fortissimo. Mr.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management The following table lists our current directors and senior management: Name Age Position Yuval Cohen (1)(2) 62 Chairperson of the Board of Directors Yair Tauman (1)(2)(3)(4) 76 Director Stanley B.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management The following table lists our current directors and senior management: Name Age Position Yuval Cohen (1)(2) 63 Chairperson of the Board of Directors Yair Tauman (1)(2)(3)(4) 77 Director Stanley B.
Staggered Board In accordance with the terms of our Articles of Association, our Board of Directors is divided into three classes with each class of directors serving until, generally, the third annual meeting following their election as follows: Class Term expiring at the annual meeting for the year Directors Class II 2025 Roy Zisapel, Naama Zeldis and Meir Moshe Class III 2026 Stanley Stern, Israel Mazin and Alex Pinchev Class I 2027 Yair Tauman and Yuval Cohen 107 At each annual meeting of shareholders after the initial classification, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following such election.
Staggered Board In accordance with the terms of our Articles of Association, our Board of Directors is divided into three classes with each class of directors serving until, generally, the third annual meeting following their election as follows: Class Term expiring at the annual meeting for the year Directors Class III 2026 Stanley Stern, Israel Mazin and Alex Pinchev Class I 2027 Yair Tauman and Yuval Cohen Class II 2028 Roy Zisapel, Naama Zeldis and Meir Moshe At each annual meeting of shareholders, the successors to directors whose terms will expire are elected to serve from the time of election and qualification until the third annual meeting following such election.
We consider our relations with our employees to be good, and we have never experienced a strike or work stoppage. E. Share Ownership The following table sets forth certain information regarding the beneficial ownership of our ordinary shares by our directors and officers as of March 21, 2025.
We consider our relations with our employees to be good, and we have never experienced a strike or work stoppage. 97 E. Share Ownership The following table sets forth certain information regarding the beneficial ownership of our ordinary shares by our directors and officers as of March 20, 2026.
Avidan was Vice President of Finance and Chief Financial Officer at AudioCodes (NASDAQ: AUDC). In addition, Mr. Avidan has 15 years of experience serving in various other executive capacities, including co-President and Chief Financial Officer at MRV Communications, Inc.
Prior to joining Kornit Digital, Mr. Avidan was Vice President of Finance and Chief Financial Officer at AudioCodes (Nasdaq: AUDC). In addition, Mr. Avidan has 15 years of experience serving in various other executive capacities, including co-President and Chief Financial Officer at MRV Communications, Inc.
For the sake of clarity, as noted in Item 7.A, the ordinary shares reported as beneficially owned by Roy Zisapel exclude the Neurim Shares held by Neurim, and Mr. Zisapel disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
For the sake of clarity, as noted in Item 7.A, the ordinary shares reported as beneficially owned by Roy Zisapel exclude the Neurim Shares held by Neurim, and Mr. Zisapel disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. (2) Consists of (i) 5,674 ordinary shares held directly by Mr.
The price of each ordinary share purchased under the ESPP is equal to 90% of the closing price for the shares on the respective offering date. As of December 31, 2024, a total of 255,560 shares had been purchased under the ESPP.
The price of each ordinary share purchased under the ESPP is equal to 90% of the closing price for the shares on the respective offering date. As of December 31, 2025, a total of 255,560 shares had been purchased under the ESPP. During 2025, no shares were purchased under the ESPP.
The options expire 62 months after grant. The weighted-average grant date fair value of these options was $6.11 per option. For a discussion of the accounting method and assumptions used in valuation of such share-based compensation, see Note 2(t) to our consolidated financial statements included elsewhere in this annual report.
The weighted-average grant date fair value of these options was $7.83 per option. For a discussion of the accounting method and assumptions used in valuation of such share-based compensation, see Note 2(t) to our consolidated financial statements included elsewhere in this annual report.
The Board of Directors established an Audit Committee, a Compensation Committee and a Nomination and Corporate Governance Committee, and, from time to time, establishes other “ad-hoc” committees of members of the Board of Directors for specific duties or assignments and limited duration. 108 Audit Committee Our ordinary shares are listed on the Nasdaq Global Select Market, and we are subject to the Nasdaq rules applicable to listed companies.
From time to time, our Board of Directors establishes other “ad-hoc” committees of members of the Board of Directors for specific duties or assignments and limited duration. Audit Committee Our ordinary shares are listed on the Nasdaq Global Select Market, and we are subject to the Nasdaq rules applicable to listed companies.
See also Item 6.E “Share Ownership.” For a discussion of the compensation granted to our five most highly compensated executive officers during 2024, see “Compensation of Executive Officers” below, and for a discussion of the compensation paid to our non-employee directors, see “Compensation of Directors” below.
See also Item 6.E “Share Ownership.” For a discussion of the compensation granted to our five most highly compensated executive officers during 2025, see “Compensation of Executive Officers” below, and for a discussion of the compensation paid to our non-employee directors, see “Compensation of Directors” below. We currently hold directors and officers liability insurance.
In accordance with the Nasdaq rules, our Audit Committee has adopted a charter that sets forth the Audit Committee’s purpose and responsibilities, which include, among other things, (1) assisting the Board of Directors in fulfilling its responsibility for oversight of the quality and integrity of our accounting, auditing and financial reporting practices and financial statements, and the independence qualifications and performance of our independent auditors, and (2) selecting, evaluating and, where appropriate, recommending to replace the independent auditors (or to nominate the independent auditors subject to shareholder approval) and pre-approving audit engagement fees and all permitted non-audit services and fees.
In accordance with the Nasdaq rules, our Audit Committee has adopted a charter that sets forth the Audit Committee’s purpose and responsibilities, which include, among other things, (1) assisting the Board of Directors in fulfilling its responsibility for oversight of the quality and integrity of our accounting, auditing and financial reporting practices and financial statements, and the independence qualifications and performance of our independent auditors, (2) selecting, evaluating and, where appropriate, recommending to replace the independent auditors (or to nominate the independent auditors subject to shareholder approval) and pre-approving audit engagement fees and all permitted non-audit services and fees, and (3) assisting the Board in fulfilling its oversight responsibilities relating to risk assessment and management, including review and discuss with management our cybersecurity, data privacy and other information technology infrastructure risks.
Prior to joining Radware, he was with Kornit Digital (NASDAQ: KRNT), where he served as President at KornitX from November 2020 to November 2021 and as Chief Financial Officer from November 2014 to November 2020, in which role he led Kornit to its initial public offering on Nasdaq. Prior to joining Kornit Digital, Mr.
Guy Avidan has served as our Chief Financial Officer since February 2022. Prior to joining Radware, he was with Kornit Digital (Nasdaq: KRNT), where he served as President at KornitX from November 2020 to November 2021 and as Chief Financial Officer from November 2014 to November 2020, in which role he led Kornit to its initial public offering on Nasdaq.
Meir Moshe has served as a member of our Board of Directors since May 2022. Mr. Moshe has held senior positions in the financial sector over the past four decades, including as our Chief Financial Officer from 1999 to 2016 and as our interim Chief Financial Officer from June 2021 to February 2022. Mr.
Moshe has held senior positions in the financial sector over the past four decades, including as our Chief Financial Officer from 1999 to 2016 and as our interim Chief Financial Officer from June 2021 to February 2022. As of May 2025, Mr. Moshe serves as a member of the board of directors of Carrasso Metro Motors Ltd. Mr.
During 2024, no shares were purchased under the ESPP. 115 Option Plans of Our Subsidiary In April 2022, the board of directors of SkyHawk Security established the Skyhawk (CNP) Security Ltd. 2022 Share Incentive Plan (the “SkyHawk Plan”). Under the SkyHawk Plan, options may be granted to officers, directors, employees and consultants of SkyHawk Security.
Option Plans of Our Subsidiary In April 2022, the board of directors of SkyHawk Security established the Skyhawk (CNP) Security Ltd. 2022 Share Incentive Plan (the “SkyHawk Plan”). Under the SkyHawk Plan, options may be granted to officers, directors, employees and consultants of SkyHawk Security.
For a description of how long our directors and officers have served in their current positions, please see Item 6.A “Directors and Senior Management.” External Directors and Israeli Relief Regulations Under the Companies Law, companies incorporated under the laws of Israel whose shares are listed for trading on a stock exchange or have been offered to the public in or outside of Israel, are required to appoint at least two external directors.
This classification of our Board of Directors may have the effect of delaying or preventing changes in control or management of our Company. 92 For a description of how long our directors and officers have served in their current positions, please see Item 6.A “Directors and Senior Management.” External Directors and Israeli Relief Regulations Under the Companies Law, companies incorporated under the laws of Israel whose shares are listed for trading on a stock exchange or have been offered to the public in or outside of Israel, are required to appoint at least two external directors that meet the qualifications set forth in the Companies Law.
Prior to AppStream, from 1998 to 2000, Mr. Malka directed Research & Development at Amdocs Limited. Mr. Malka holds a B.A. from American InterContinental University and has furthered his post-graduate education at Tel Aviv University (Lahav Business School) and Harvard Business School. Sharon Trachtman has served as our Chief Marketing Officer since February 2021.
Prior to AppStream, from 1998 to 2000, Mr. Malka directed Research & Development at Amdocs Limited. Mr. Malka holds a B.A. from American InterContinental University and has furthered his post-graduate education at Tel Aviv University (Lahav Business School) and Harvard Business School. Constance (“Connie”) Stack has served as our Chief Growth Officer since March 2025. Ms.
Under the Companies Law, the internal auditor may be an employee of the company but may not be an interested party, an office holder or a relative of any of the foregoing, nor may the internal auditor be the company’s independent accountant or its representative.
Under the Companies Law, the internal auditor may be an employee of the company but may not be an interested party, an office holder or a relative of any of the foregoing, nor may the internal auditor be the company’s independent accountant or its representative. Oren Groupi, CPA, Partner in KPMG Israel, is our internal auditor.
Compensation of Directors Our non-employee directors are entitled to the following compensation: (i) annual compensation in the amount of NIS 120,800 (equivalent to approximately $32,650, based on the exchange rate published by the Bank of Israel on March 21, 2025, which was NIS 3.70 = $1.00) per year of service; (ii) per meeting remuneration of NIS 3,600 (equivalent to approximately $973, based on the exchange rate published by the Bank of Israel on March 21, 2025, which was NIS 3.70 = $1.00) for each Board or committee meeting attended, provided that the director is a member of such committee; (iii) compensation for telephonic participation in board and committee meetings (where other members physically attend) in an amount of 60% of what is received for physical participation; and (iv) compensation for board and committee meetings held via electronic means without physical participation in an amount of 50% of what is received for physical meetings.
Compensation of Directors Our non-employee directors are entitled to the following compensation: (i) annual compensation in the amount of NIS 120,800 per year of service; (ii) per meeting remuneration of NIS 3,600 for each Board or committee meeting attended, provided that the director is a member of such committee; (iii) compensation for telephonic participation in board and committee meetings (where other members physically attend) in an amount of 60% of what is received for physical participation; and (iv) compensation for board and committee meetings held via electronic means without physical participation in an amount of 50% of what is received for physical meetings.
Oren Groupi, CPA, Partner in KPMG Israel, is our internal auditor. 111 Additional Information For additional information regarding the fiduciary duties and other legal requirements relating to the conduct of our directors and executive officers, see Exhibit 2.1 to this annual report under the heading “Board of Directors.” D.
Additional Information For additional information regarding the fiduciary duties and other legal requirements relating to the conduct of our directors and executive officers, see Exhibit 2.1 to this annual report under the heading “Board of Directors.” D.
The following table details certain data on our workforce (including temporary employees and subcontractors) as at the period indicated: As of December 31, 2024 2023 2022 Approximate numbers of employees and subcontractors by geographic location: Israel 560 590 589 North, Central and South America (principally the United States) 235 229 252 EMEA (Europe, the Middle East and Africa) 109 113 124 Asia-Pacific 304 286 313(*) Total workforce 1,208 1,218 1,278 Approximate numbers of employees and subcontractors by category of activity: Research and development 449 479 494(*) Sales, technical support, business development and marketing 621 602 647 Management, operations and administration 138 137 137 Total workforce 1,208 1,218 1,278 (*) Includes 71, 71, and 75 subcontractors, as of December 31, 2024, 2023, and 2022, respectively.
All our employees worldwide sign confidentiality and non-compete terms and conditions. 96 The following table details certain data on our workforce (including temporary employees and subcontractors) as at the period indicated: As of December 31, 2025 2024 2023 Approximate numbers of employees and subcontractors by geographic location: Israel 581 560 590 North, Central and South America (principally the United States) 250 235 229 EMEA (Europe, the Middle East and Africa) 109 109 113 Asia-Pacific (*) 356 304 286 Total workforce 1,296 1,208 1,218 Approximate numbers of employees and subcontractors by category of activity: Research and development (*) 474 449 479 Sales, technical support, business development and marketing 667 621 602 Management, operations and administration 155 138 137 Total workforce 1,296 1,208 1,218 (*) Includes 68, 71, and 71 subcontractors, as of December 31, 2025, 2024, and 2023, respectively.
Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them. See also Item 7.A “Major Shareholders” below.
Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them. Unless otherwise noted below, each shareholder’s address is 22 Raoul Wallenberg Street, Tel Aviv 6971917, Israel. See also Item 7.A “Major Shareholders” below.
Prior to Radware, Ms. Goldriech managed the human resources function at Hewlett-Packard Enterprise (HPE) Software in Israel. Ms. Goldriech has also held multiple human resources posts at HPE Israel. Ms.
Goldriech brings more than 13 years of human resources experience to her role. Prior to Radware, Ms. Goldriech managed the human resources function at Hewlett-Packard Enterprise (HPE) Software in Israel. Ms. Goldriech has also held multiple human resources posts at HPE Israel. Ms.
The employees in our other jurisdictions sign employment agreements, which differ according to customary practices in the countries where they are located. All our employees worldwide sign confidentiality and non-compete terms and conditions.
The employees in our other jurisdictions sign employment agreements, which differ according to customary practices in the countries where they are located.
To the extent a company is required to appoint external directors, the audit committee must include all of the external directors and comply with additional requirements as to the composition thereof under the Companies Law. However, when we elected to exempt our Company from the external director requirement, we concurrently elected to exempt our Company from all of such requirements.
To the extent a company is required to appoint external directors, the audit committee must include all of the external directors and comply with additional requirements as to the composition thereof under the Companies Law.
Board and Committee Meetings The table below describes the number of meetings and attendance rates of our Board of Directors, Audit Committee and Compensation Committee in 2024*: Name of Body No. of Meetings in 2024 Average Attendance Rate** Board of Directors 10 92.8 % Audit Committee 7 100.0 % Compensation Committee 6 100.0 % Nomination and Corporate Governance Committee 4 91.7 % * Excludes ad-hoc committees. ** Meetings, if any, at which a director was not allowed to attend as a matter of applicable law were not counted as a failure to attend.
Nomination of Directors Nominees for election as directors are approved and recommended to the Board of Directors by our Nomination and Corporate Governance Committee. 95 Board and Committee Meetings The table below describes the number of meetings and attendance rates of our Board of Directors, Audit Committee, Compensation Committee and Nomination and Corporate Governance Committee in 2025*: Name of Body No. of Meetings in 2025 Average Attendance Rate** Board of Directors 9 97.2 % Audit Committee 6 100.0 % Compensation Committee 12 94.4 % Nomination and Corporate Governance Committee 3 100 % * Excludes ad-hoc committees. ** Meetings, if any, at which a director was not allowed to attend as a matter of applicable law were not counted as a failure to attend.
Stern (2)(4)(6)(7) 67 Director, Chairperson of the Nomination and Corporate Governance Committee Naama Zeldis (2)(3)(4)(5) 61 Director, Chairperson of the Audit Committee Meir Moshe (2)(3)(5)(7) 70 Director, Chairperson of the Compensation Committee Israel Mazin (2)(6)(7) 65 Director Alex Pinchev (2)(6) 74 Director Roy Zisapel (5) 54 President, Chief Executive Officer and Director Guy Avidan 62 Chief Financial Officer Yoav Gazelle 55 Chief Business Officer David Aviv 69 Chief Technology Officer Gabi Malka 49 Chief Operating Officer Sharon Trachtman 56 Chief Marketing Officer Riki Goldriech 48 Chief People Officer (1) Term as director expires at the annual meeting of shareholders to be held in 2027.
Stern (2)(4)(6)(7) 68 Director, Chairperson of the Nomination and Corporate Governance Committee Naama Zeldis (2)(3)(4)(5) 62 Director, Chairperson of the Audit Committee Meir Moshe (2)(3)(5)(7) 71 Director, Chairperson of the Compensation Committee Israel Mazin (2)(6)(7) 66 Director Alex Pinchev (2)(6) 75 Director Roy Zisapel (5) 55 President, Chief Executive Officer and Director Guy Avidan 63 Chief Financial Officer David Roth 59 Chief Revenue Officer David Aviv 70 Chief Technology Officer Gabi Malka 50 Chief Operating Officer Constance Stack 59 Chief Growth Officer Riki Goldriech 49 Chief People Officer (1) Term as director expires at the annual meeting of shareholders to be held in 2027.
As of December 31, 2024, 37,612,967 ordinary shares have been reserved for equity grants under the plan, of which we have (i) granted options to purchase 27,608,943 ordinary shares at a weighted average exercise price of $8.62 per ordinary share and (ii) issued 7,925,902 RSUs.
As of December 31, 2025, 35,912,967 ordinary shares have been reserved for equity grants under the plan, of which we have (i) granted options to purchase 27,021,199 ordinary shares at a weighted average exercise price of $8.29 per ordinary share and (ii) issued 8,758,799 RSUs.
Our Committees The Board of Directors appoints committees to help carry out its duties. Each committee reports the results of its meetings to the full Board of Directors.
Our Committees The Board of Directors appoints committees to help carry out its duties. Each committee reports the results of its meetings to the full Board of Directors. The Board of Directors established an Audit Committee, a Compensation Committee and a Nomination and Corporate Governance Committee.
Prior to that, until 2000, Mr. Aviv served in the Israeli Air Force as a senior technical leader. He also serves as the Technical Chairman of the Israeli Telecom Standards Body committee. Mr.
Prior to joining Radware, he was the VP of Engineering at Ofek, an Israel-based ILEC and a senior consultant. Prior to that, until 2000, Mr. Aviv served in the Israeli Air Force as a senior technical leader. He also serves as the Technical Chairman of the Israeli Telecom Standards Body committee. Mr.
The following table sets forth all salaries, fees, commissions and bonuses and pension retirement and other similar benefits we paid or accrued with respect to all of our directors and officers as a group for the 2024 fiscal year.
Our compensation policy for our executive officers and directors (the “Compensation Policy”), which is approved by our shareholders, is designed to correlate executive compensation with our objectives and goals. 88 The following table sets forth all salaries, fees, commissions and bonuses and pension retirement and other similar benefits we paid or accrued with respect to all of our directors and officers as a group for the 2025 fiscal year.
Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, to the nearest extent possible, each class will consist of one-third of the directors. This classification of our Board of Directors may have the effect of delaying or preventing changes in control or management of our Company.
In general, any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, to the nearest extent possible, each class will consist of one-third of the directors.
Our Nomination and Corporate Governance Committee currently consists of Stanley Stern, Meir Moshe, and Israel Mazin, all of whom are independent directors. 110 Nomination of Directors Nominees for election as directors are approved and recommended to the Board of Directors by our Nomination and Corporate Governance Committee.
Our Nomination and Corporate Governance Committee currently consists of Stanley Stern, Meir Moshe, and Israel Mazin, all of whom are independent directors.
All amounts payable under items (i), (ii), (iii), and (iv) above are subject to adjustment for changes in the Israeli consumer price index after December 2007 and changes in the amounts payable pursuant to Israeli law from time to time.
The aforesaid amounts are subject to adjustment for changes in the Israeli consumer price index ("Israeli CPI") after December 2007 and changes in the amounts payable pursuant to Israeli law from time to time (collectively, the "Linkage Adjustments").
The Directors and Consultants Option Plan relies on the 37,612,967 ordinary shares reserved for option grants shares under the Share Incentive Plan which can be rolled over between such plans. The Compensation Committee may not grant options to members of the Committee or to a shareholder of over 10% of our issued and outstanding shares.
The Directors and Consultants Option Plan relies on the 37,612,967 ordinary shares reserved for option grants shares under the Share Incentive Plan which can be rolled over between such plans.
Our Board has determined that all directors serving on our Audit Committee (namely, Naama Zeldis, Stanley Stern and Prof. Yair Tauman) meet the independence standards required of Audit Committee members by the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Nasdaq rules.
Yair Tauman) meet the independence standards required of Audit Committee members by the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Nasdaq rules. In addition, the Board of Directors has determined that Naama Zeldis is considered an “audit committee financial expert” (as defined by SEC rules).
Name and Principal Position (1) Year Salary Bonus (including Sales Commissions) (2) Equity-Based Compensation (3) All Other Compensation (4) Total (US$ In Thousands) Roy Zisapel, President, Chief Executive Officer and Director 2024 450 (5) 465 (6) 2,489 155* 3,559 Guy Avidan, Chief Financial Officer 2024 294 110 282 57 743 Yoav Gazelle, Chief Business Officer 2024 253 172 248 40 713 Gabi Malka, Chief Operating Officer 2024 325 86 602 79 1,092 David Aviv, Chief Technology Officer 2024 287 61 210 69 627 (1) Unless otherwise indicated herein, all Covered Executives are (i) employed on a full-time (100%) basis; and (ii) subject to customary confidentiality, intellectual property assignment and non-solicitation provisions as well as an undertaking not to compete with us or in our field of business for at least 12 months following termination of employment.
Name and Principal Position (1) Salary Bonus (including Sales Commissions) (2) Equity-Based All Other Total Compensation (3) Compensation (4) (US$ In Thousands) Constance (Connie) Stack, Chief Growth Officer 264 182 1,040 45 1,531 Roy Zisapel, President, Chief Executive Officer and Director 450 (5) 803 (5) - 173* 1,426 Gabi Malka, Chief Operating Officer 312 124 314 81 831 Guy Avidan, Chief Financial Officer 298 136 282 62 778 David Aviv, Chief Technology Officer 295 77 214 74 660 (1) Unless otherwise indicated herein, all Covered Executives are (i) employed on a full-time (100%) basis; and (ii) subject to customary confidentiality, intellectual property assignment and non-solicitation provisions as well as an undertaking not to compete with us or in our field of business for at least 12 months following termination of employment.
Pursuant to its charter, our Compensation Committee is authorized to make decisions regarding executive compensation and terms and conditions of employment, to follow market trends and provide recommendations to the Board of Directors in connection with the Company’s general compensation philosophy and policies, as well as to recommend that the Board of Directors issue options under our share option plans.
The Companies Law defines the term “office holder” of a company to include a director, the chief executive officer, the chief financial officer, a vice president and any officer of the company that reports directly to the chief executive officer. 94 Pursuant to its charter, our Compensation Committee is authorized to make decisions regarding executive compensation and terms and conditions of employment, to follow market trends and provide recommendations to the Board of Directors in connection with the Company’s general compensation philosophy and policies, as well as to recommend that the Board of Directors issue equity-based awards under our equity-based incentive plans.
Employee Share Purchase Plan In February 2010, our Board of Directors adopted the 2010 Employee Share Purchase Plan (ESPP), which provides for the issuance of a maximum of 2,000,000 ordinary shares.
The Compensation Committee may not grant options to members of the Committee or to a shareholder of over 10% of our issued and outstanding shares. 100 Employee Share Purchase Plan In February 2010, our Board of Directors adopted the 2010 Employee Share Purchase Plan (ESPP), which provides for the issuance of a maximum of 2,000,000 ordinary shares.
Compensation of Executive Officers The table and summary below outline the compensation granted to our five most highly compensated executive officers during or with respect to the year ended December 31, 2024.
In addition, we provide our directors and officers indemnification pursuant to the terms of a Letter of Indemnification substantially in the form approved by our shareholders. Compensation of Executive Officers The table and summary below outline the compensation granted to our five most highly compensated executive officers during or with respect to the year ended December 31, 2025.
This figure of outstanding ordinary shares excludes (i) 14,500 RSUs and (ii) employee share options to purchase an aggregate of 564,592 ordinary shares at a weighted average exercise price of approximately $24.50 per share, with the latest expiration date of these options being in March 2029 (of which, options to purchase 544,592 of our ordinary shares were exercisable as of March 21, 2025). 113 (1) Consists of 2,102,292 shares and 59,952 options at an exercise price of $16.68 per share, which expire in March 2029.
This figure of issued and outstanding ordinary shares excludes treasury shares as well as (i) 13,500 RSUs and (ii) employee share options to purchase an aggregate of 611,803 ordinary shares at a weighted average exercise price of approximately 21.68 per share, with the latest expiration date of these options being in July 2030 (of which, options to purchase 591,803 of our ordinary shares were exercisable as of March 20, 2026). 98 (1) Consists of (i) 2,237,750 shares held directly by Mr.
Name Number of ordinary shares Percentage of outstanding ordinary shares** Roy Zisapel (1) 2,162,244 5.06 % Stanley Stern (2) * * Naama Zeldis (2) * * Yair Tauman (2) * * Yuval Cohen (2)(3) * * Meir Moshe (2) * * Israel Mazin (2) * * Alex Pinchev (2) * * Gabi Malka (2) * * David Aviv (2) * * Sharon Trachtman (2) * * Guy Avidan (2) * * Yoav Gazelle (2) * * Riki Goldriech (2) * * All directors and executive officers as a group (14 persons) (4) 3,083,401 7.13 % * Reflects ownership of less than 1%. ** The percentages shown are based on 42,686,534 ordinary shares issued and outstanding as of March 21, 2025.
Name Number of ordinary shares Percentage of outstanding ordinary shares** Roy Zisapel (1) 2,509,553 5.9 % Stanley Stern (2) 45,674 * Naama Zeldis - - Yair Tauman (3) 75,000 * Yuval Cohen (4) 80,000 * Meir Moshe (5) 287,764 * Israel Mazin (6) 40,000 * Alex Pinchev (7) 40,000 * Gabi Malka (8) 10,111 * David Aviv (9) 101,814 * Constance Stack - - Guy Avidan (10) 59,166 * David Roth - - Riki Goldriech (11) 30,527 * All directors and executive officers as a group (14 persons) 3,279,609 7.6 % * Reflects ownership of less than 1%. ** The percentages shown are based on 42,306,970 ordinary shares issued and outstanding as of March 20, 2026.
We currently satisfy this requirement because seven of our eight directors qualify as “independent directors” under the Nasdaq rules.
We currently satisfy this requirement because seven of our eight directors qualify as “independent directors” under the Nasdaq rules. We have experienced several changes in senior management during 2025 and early 2026. In January 2026, (i) Mr.
Zeldis has also served as a member of the boards of directors of several other companies, including Nova Measuring Instruments Ltd. (Nasdaq: NVMI), Rafael Advanced Defense Systems Ltd. and Metalink Ltd. She holds a B.A. degree in accounting from the Tel Aviv University and a B.A. degree in economics and an M.B.A. from the Hebrew University in Jerusalem.
Zeldis has also served as a member of the boards of directors of several other companies, including Nova Ltd. (Nasdaq: NVMI), ZOOZ Power Ltd. (Nasdaq and TASE: ZOOZ), Rafael Advanced Defense Systems Ltd. and Metalink Ltd.
In its capacity as the QLCC, our Audit Committee is responsible for investigating reports of perceived material violations of U.S. federal or state securities laws, breaches of fiduciary duty or similar violations by our officers, directors, employees, or any of our agents. 109 Compensation Committee Pursuant to applicable Nasdaq rules, the compensation payable to a company’s chief executive officer and other executive officers must generally be approved by a compensation committee comprised solely of independent directors.
Our Audit Committee also functions as our Qualified Legal Compliance Committee (the “QLCC”). In its capacity as the QLCC, our Audit Committee is responsible for investigating reports of perceived material violations of U.S. federal or state securities laws, breaches of fiduciary duty or similar violations by our officers, directors, employees, or any of our agents.
Key Employee Share Incentive Plan In August 1997, we adopted our Key Employee Share Incentive Plan (1997), as amended, or the Share Incentive Plan. Under the plan, share options as well as restricted share units, or RSUs, may be granted to employees employed by us or by our affiliates.
Under the plan, share options as well as restricted share units (“RSUs”), may be granted to employees employed by us or by our affiliates. The Share Incentive Plan is administered by the Compensation Committee subject to the provisions of the Companies Law.
Zisapel also serves as a director of also serves as a director of RAD Data Communications Ltd., Bynet Electronics Ltd., AB-NET Communications Ltd. and its wholly owned subsidiary, Bynet Data Centers Ltd., Bynet Data Communications Ltd. (and its wholly owned subsidiary RAD Negev Ltd.), and other companies in the RAD-Bynet Group. Mr.
Zisapel also serves as a director of several companies in the RAD-Bynet Group, including RAD Data Communications Ltd., Bynet Electronics Ltd., AB-NET Communications Ltd., Bynet Data Centers Ltd., and Bynet Data Communications Ltd.. Mr. Zisapel holds a B.Sc. degree in mathematics and computer science from Tel Aviv University, Israel.
(NASDAQ: MRVC), as well as Vice President of Finance and Chief Financial Officer at Ace North Hills, which was acquired by MRV Communications. Mr.
(Nasdaq: MRVC), as well as Vice President of Finance and Chief Financial Officer at Ace North Hills, which was acquired by MRV Communications. Mr. Avidan is a certified public accountant and holds a B.A. degree in economics and accounting from Haifa University in Israel. 86 David Roth has served as our Chief Revenue Officer since January 2026.
Aviv oversees the technology strategy for the Company’s solutions for enterprise, carrier and cloud solutions and is involved in researching and developing key algorithms and concepts that will guide the direction of the Company’s future solutions. Prior to joining Radware, he was the VP of Engineering at Ofek, an Israel-based ILEC and a senior consultant.
David Aviv has served as our Chief Technology Officer since 2016 and as our Vice President, Advanced Services, since 2004. Mr. Aviv oversees the technology strategy for the Company’s solutions for enterprise, carrier and cloud solutions and is involved in researching and developing key algorithms and concepts that will guide the direction of the Company’s future solutions.
(NASDAQ and TASE: ZOOZ), a leading provider of Flywheel-based power boosting and power management solutions, enabling ultra-fast multi ports charging infrastructure for electric vehicles (EV), Scodix Ltd. (TASE: SCDX), a leading provider of digital print enhancement presses, and Aquarius Engines (A.M.) Ltd. (TASE: AQUA), a developer of a Free Piston Linear Engine. Ms.
Zeldis currently serves on the board of directors of Electra Real Estate Ltd. (TASE: ELCRE), a global real estate private equity firm, Scodix Ltd. (TASE: SCDX), a leading provider of digital print enhancement presses, and Aquarius Engines (A.M.) Ltd. (TASE: AQUA), a developer of free-piston linear engine technology and related energy generation solutions. Ms.
Salaries, fees, commissions and bonuses Pension, retirement and other similar benefits 2023 – All directors and officers as a group, consisting of 15 persons* $ 2,419,283 $ 475,235 2024 – All directors and officers as a group, consisting of 14 persons** $ 3,067,952 $ 488,356 * Includes one person who served as our director in 2023 and is no longer serving on our Board of Directors and two directors who were appointed during 2023. ** Includes one person who served as our director in 2024 and is no longer serving on our Board of Directors. 103 During 2024, we granted to our directors and officers listed in Item 6.A “Directors, Senior Management and Employees” in the aggregate, 322,177 RSUs at a weighted average grant date fair value per RSU of $18.66 and options to purchase 299,856 ordinary shares at a weighted average exercise price per share of $19.04.
During 2025, we granted to our directors and officers listed in Item 6.A “Directors, Senior Management and Employees” in the aggregate, 56,900 RSUs at a weighted average grant date fair value per RSU of $26.15 and options to purchase 120,000 ordinary shares at a weighted average exercise price per share of $23.58. The options expire 62 months after grant.
Removed
Zeldis currently serves on the board of directors of Electra Real Estate Ltd. (TASE: ELCRE), a global real estate private equity firm, Orbit Technologies Ltd. (TASE: ORBI), a company specializing in satellite communications, tracking systems, airborne communication and audio managements solutions, ZOOZ POWER Ltd.
Added
She holds a B.A. degree in accounting from the Tel Aviv University and a B.A. degree in economics and an M.B.A. from the Hebrew University in Jerusalem. 85 Meir Moshe has served as a member of our Board of Directors since May 2022. Mr.
Removed
Zisapel has a B.Sc. degree in mathematics and computer science from Tel Aviv University, Israel. Guy Avidan has served as our Chief Financial Officer since February 2022.
Added
Prior to joining Radware Mr. Roth was in a number of leadership roles at Trend Micro Incorporated (TYO: 4704; TSE: 4704), a cybersecurity software company. Most recently, he served as the Chief Revenue Officer at Trend Micro from June 2023 until December 2025. Prior to Trend Micro, Mr.
Removed
Avidan is a certified public accountant and holds a B.A. degree in economics and accounting from Haifa University in Israel. 101 Yoav Gazelle has served as our Chief Business Officer since January 2022 and as our Vice President, International Sales since January 2019. Prior to that, Mr.
Added
Roth was a serial entrepreneur, growing five companies over twenty years, all of which were eventually sold. Before that, he held a range of management roles at Microsoft and IBM. Mr. Roth holds a B.A. degree in communications from the University of Southern California.
Removed
Gazelle served as our Vice President, EMEA & CALA from June 2013 to January 2019. Prior to joining Radware, between 2000 and 2013, Mr. Gazelle held a variety of sales, marketing and business development positions in ECI Telecom Ltd., including President, Head of Europe and the Americas from January 2012 to March 2013. Mr.
Added
Stack is a seasoned operating executive and growth leader with deep expertise in cybersecurity, data protection, and high‑scale go‑to‑market strategy. Before Radware she was CEO of Next DLP, a provider of data protection solutions, from August 2022 until December 2024. Prior to Next DLP, from October 2021 until August 2022, Ms.
Removed
Gazelle holds a B.Sc. degree in electrical and electronic engineering from the Technion – The Israeli Institute of Technology, Israel. David Aviv has served as our Chief Technology Officer since 2016 and as our Vice President, Advanced Services, since 2004. Mr.
Added
Stack served as General Manager and Managing Director at HelpSystems (now Fortra), a cybersecurity company. Prior to that, from October 2013 until October 2021, she served as Chief Marketing Officer and, from March 2019 until October 2021, as Chief Strategy Officer at Digital Guardian, which was acquired by Fortra. She has also held leadership roles at Veracode and WordStream. Ms.
Removed
In parallel she continues to serve as our Chief Business Operation Officer. Ms. Trachtman has been with our Company since its start of operations in 1997. Since September 1997, she has held various senior positions in Radware, such as Product Management Vice President and Marketing Vice President. From November 1994 to September 1997, Ms.
Added
Stack is a recipient of the prestigious Terry Fox Humanitarian Award, recognizing outstanding leadership, service, and integrity. Ms. Stack holds a Bachelor of Commerce (B.Com.) degree in Sports Administration from Laurentian University / Université Laurentienne. Riki Goldriech has served as our Global VP HR since 2016 and as our Chief People Officer since 2022. Ms.
Removed
Trachtman was a product line marketing manager for Scitex Corporation. Ms. Trachtman holds a B.A. degree in computer science and philosophy from Bar-Ilan University, Israel. Riki Goldriech has served as our Global VP HR since 2016 and as our Chief People Officer since 2022. Ms. Goldriech brings more than 13 years of human resources experience to her role.

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Item 7. Management's Discussion & Analysis

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

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Biggest change(4) Shares are beneficially owned by Artisan Partners Limited Partnership, Artisan Investments GP LLC, Artisan Partners Holdings LP and Artisan Partners Asset Management Inc. (collectively, “Artisan Partners”). This information is based on information provided in Amendment No. 3 to the Statement on Schedule 13G filed with the SEC by Artisan Partners on February 12, 2024.
Biggest change(2) Based on information provided in Amendment No. 4 to the Statement on Schedule 13G filed with the SEC by Artisan Partners Limited Partnership ("APLP"), Artisan Investments GP LLC, Artisan Partners Holdings LP and Artisan Partners Asset Management Inc.
(2) Of the ordinary shares beneficially owned by Nava Zisapel, (i) 2,467,843 shares are held directly, (ii) 267,833 shares are held of record by Carm-AD Ltd., an Israeli company owned 100% by Nava Zisapel, and (iii) 324,500 shares (the “Neurim Shares”) are held of record by Neurim Pharmaceuticals (1991) Ltd., an Israeli company (“Neurim”), 50% of which is held by Nava Zisapel and 50% is held in three equal parts by Roy Zisapel and his siblings.
(3) Of the ordinary shares beneficially owned by Nava Zisapel, (i) 2,467,843 shares are held directly, (ii) 267,833 shares are held of record by Carm-AD Ltd., an Israeli company owned 100% by Nava Zisapel, and (iii) 324,500 shares (the “Neurim Shares”) are held of record by Neurim Pharmaceuticals (1991) Ltd., an Israeli company (“Neurim”), 50% of which is held by Nava Zisapel and 50% is held in three equal parts by Roy Zisapel and his siblings.
Related Party Transactions Overview We have in the past entered into, and in the future we may enter into, transactions with related parties, such as our directors and senior management or their respective affiliates, which transactions are generally subject to the prior approval of our audit or compensation committee and board of directors.
B. Related Party Transactions Overview We have in the past entered into, and in the future we may enter into, transactions with related parties, such as our directors and senior management or their respective affiliates, which transactions are generally subject to the prior approval of our audit or compensation committee and board of directors.
In this annual report, we sometimes refer to this lease as well as the lease described above as the “Lease Agreements for the Company’s Headquarters.” 120 • We also lease approximately 3,600 square feet of space in Jerusalem, Israel, for development facilities from an affiliated company owned by the heirs of the late Yehuda Zisapel and Nava Zisapel.
In this annual report, we sometimes refer to this lease as well as the lease described above as the “Lease Agreements for the Company’s Headquarters.” 105 • We also lease approximately 3,600 square feet of space in Jerusalem, Israel, for development facilities from an affiliated company owned by the heirs of the late Yehuda Zisapel and Nava Zisapel.
In this respect, as permitted by the Companies Law, our Audit Committee established internal policies with certain criteria and procedures designed to ensure that the terms of the transactions to which we enter into with companies within the RAD-Bynet Group are made on market terms and, at the same time, where such transactions are immaterial or negligible, both from a qualitative and quantitative perspective (and/or are otherwise believed to be routine), would not require the pre-approval of our Audit Committee and Board of Directors.
In this respect, as permitted by the Companies Law, our Audit Committee established internal policies with certain criteria and procedures designed to ensure that the terms of the transactions to which we enter into with companies within the RAD-Bynet Group or with any of the Fortissimo Portfolio Companies, are made on market terms and, at the same time, where such transactions are immaterial or negligible, both from a qualitative and quantitative perspective (and/or are otherwise believed to be routine), would not require the pre-approval of our Audit Committee and Board of Directors.
The annual rent amounts to approximately $240,000. • We lease approximately 16,900 square feet in Mahwah, New Jersey, consisting of approximately 12,700 square feet of office space and 4,200 square feet of warehouse space, from an affiliated company owned by the heirs of the late Yehuda Zisapel, Nava, Zisapel and the heirs of the late Zohar Zisapel.
The annual rent amounts to approximately $160,000. • We lease approximately 16,900 square feet in Mahwah, New Jersey, consisting of approximately 12,700 square feet of office space and 4,200 square feet of warehouse space, from an affiliated company owned by the heirs of the late Yehuda Zisapel, Nava Zisapel, and the heirs of the late Zohar Zisapel.
These numbers are not representative of the number of beneficial holders of our ordinary shares nor are they representative of where such beneficial holders reside, since many of these ordinary shares were held of record by brokers or other nominees (including one U.S. nominee company, CEDE & Co., which held approximately 91.55% of our outstanding ordinary shares as of said date). 118 B.
These numbers are not representative of the number of beneficial holders of our ordinary shares nor are they representative of where such beneficial holders reside, since many of these ordinary shares were held of record by brokers or other nominees (including one U.S. nominee company, CEDE & Co., which held approximately 91.5% of our outstanding ordinary shares as of said date).
Major Shareholders The following table sets forth certain information regarding the beneficial ownership of our ordinary shares as of March 21, 2025, by each person or entity known to own beneficially more than 5% of our outstanding ordinary shares based on information provided to us by the holders or disclosed in public filings with the SEC.
Major Shareholders The following table sets forth certain information regarding the beneficial ownership of our ordinary shares as of March 20, 2026, by each person or entity known to own beneficially more than 5% of our outstanding ordinary shares based on information provided to us by the holders or disclosed in public filings with the SEC.
Our management is required to examine whether transactions with the RAD-Bynet Group comply with such criteria, and transactions that do not meet the criteria require pre-approval of our Audit Committee and such other corporate approvals prescribed by the Companies Law.
Our management is required to examine whether transactions with the RAD-Bynet Group or any of the Fortissimo Portfolio Companies comply with such criteria, and transactions that do not meet the criteria require pre-approval of our Audit Committee and such other corporate approvals prescribed by the Companies Law.
The total sales to Bynet (and other companies in the RAD-Bynet Group) under such distributor agreement amounted to approximately $5.7 million in 2024, compared to $3.3 million in 2023 and $2.3 million in 2022.
The total sales to Bynet (and other companies in the RAD-Bynet Group) under such distributor agreement amounted to approximately $5.3 million in 2025, compared to $5.7 million in 2024 and $3.3 million in 2023.
The pricing of the transactions was based on negotiations between the parties, and members of our management reviewed the pricing of these agreements, as well as, in some cases, used a third-party consulting firm, and confirmed that they were not different in any material respect from that which could have been obtained from unaffiliated third parties.
The pricing of the transactions was based on negotiations between the parties, and members of our management reviewed the pricing of these agreements, as well as, in some cases, used a third-party consulting firm, and confirmed that they were not different in any material respect from that which could have been obtained from third parties not associated or affiliated with us.
We believe that the terms of the transactions to which we have entered into with member entities of the RAD-Bynet Group are not different in any material respect from terms we could obtain from unaffiliated third parties and 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 to which we have entered into with member entities of the RAD-Bynet Group and any of the Fortissimo Portfolio Companies are not different in any material respect from terms we could obtain from third parties not associated or affiliated with us and are beneficial to us and no less favorable to us than terms that might be available to us from third parties.
Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares shown as beneficially owned by them. ** The percentages shown are based on 42,686,534 ordinary shares issued and outstanding as of March 21, 2025.
Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares shown as beneficially owned by them. ** The percentages shown are based on 42,306,970 ordinary shares issued and outstanding as of March 20, 2026.
Record Holders Based on a review of the information provided to us by our transfer agent, as of March 21, 2025, there were 27 holders of record of our ordinary shares, of which 16 record holders, holding approximately 8.44% of our ordinary shares, had registered addresses in Israel, and of which eight record holders, holding approximately 91.55% of our ordinary shares, had registered addresses in the United States.
Record Holders Based on a review of the information provided to us by our transfer agent, as of March 20, 2026, there were 26 holders of record of our ordinary shares, of which 16 record holders, holding approximately 8.5% of our ordinary shares, had registered addresses in Israel, and of which eight record holders, holding approximately 91.5% of our ordinary shares, had registered addresses in the United States.
Network management, IT and communication equipment, testing and repair, mutual marketing activities Internet Binat Ltd. IT and communication services Bynet System Applications Ltd. Communication equipment and services Rad Data Communications Ltd. Operating services and manpower Cloudride Ltd. Cloud hosting services, mutual marketing activities Bynet Electronics Ltd.
Network management, IT and communication equipment, testing and repair, mutual marketing activities Internet Binat Ltd. IT and communication services Bynet System Applications Ltd. Communication equipment and services Rad Data Communications Ltd. Operating services and manpower Cloudride Ltd. Cloud hosting services, mutual marketing activities Bynet Electronics Ltd. Testing equipment and related services Fortissimo Portfolio Company Products/Services Cellcom Israel Ltd.
Companies within the RAD-Bynet Group provide a variety of solutions and services to their customers, including engineering, purchasing and sub-contracting, production and final testing, planning and control, and support for end users.
The RAD-Bynet Group includes companies dealing in advanced communication technology, networks, and integration. Companies within the RAD-Bynet Group provide a variety of solutions and services to their customers, including engineering, purchasing and sub-contracting, production and final testing, planning and control, and support for end users.
The annual rent amounts to approximately $195,000. The lease expires in December 2025. We intend to extend this lease. Distribution Agreement Bynet Data Communications Ltd. (Bynet), a member of the RAD-Bynet Group, distributes our products in Israel on a non-exclusive basis.
The annual rent amounts to approximately $195,000. The lease expires in March 2031. Distribution Agreement Bynet Data Communications Ltd. (Bynet), a member of the RAD-Bynet Group, distributes our products in Israel on a non-exclusive basis.
This lease expires in July 2025. The annual rent amounts to approximately $97,000. We intend to extend this lease. • In addition, we lease approximately 15,000 square feet of space in Jerusalem, Israel, for manufacturing facilities from an affiliated company owned by the heirs of the late Yehuda Zisapel, Nava Zisapel, and the heirs of the late Zohar Zisapel.
This lease expires in August 2028. The annual rent amounts to approximately $100,000. • In addition, we lease approximately 8,200 square feet of space in Jerusalem, Israel, for manufacturing facilities from an affiliated company owned by the heirs of the late Yehuda Zisapel, Nava Zisapel, and the heirs of the late Zohar Zisapel. This lease expires in August 2028.
The business address of each of LG and LGIM is One Coleman Street, London, England, EC2R 5AA, UK, the business address of each of LGIME and UCITS is 70 Sir John Rogersons Quay, Dublin 2, Ireland, and the business address of LGIMA is 71 South Wacker Drive, Suite 800, Chicago, IL 60606.
The business address of each of LG and LGIM is One Coleman Street, London, England, EC2R 5AA, UK, the business address of each of LGIME and UCITS is 70 Sir John Rogersons Quay, Dublin 2, Ireland, the business address of LGIMA is 71 South Wacker Drive, Suite 800, Chicago, IL 60606, and the business address of LGIMS is Level 7, 15-17, Capital Square, 23 Church Street, Singapore, U0, 049481.
Based on a previous amendment to the Schedule 13G filed with the SEC by Senvest, Senvest beneficially owned as of December 31, 2022, 4,044,695 of our outstanding ordinary shares. • Based on Amendment No. 3 to the Schedule 13G filed with the SEC by Artisan Partners on February 12, 2024, Artisan Partners beneficially owned 2,360,703 of our outstanding ordinary shares.
Based on a previous amendment to the Schedule 13G filed with the SEC by Senvest, Senvest beneficially owned as of December 31, 2022, 4,044,695 of our outstanding ordinary shares. • Based on Amendment No. 4 to the Schedule 13G filed with the SEC by Artisan Partners on November 11, 2025, Artisan Partners beneficially owned 3,130,252 of our outstanding ordinary shares.
There are no arrangements, known to the Company, the operation of which may at a subsequent date result in a change in control of the Company. 117 Significant Changes in the Ownership of Major Shareholders During the past three years, the significant changes in the percentage ownership of our major shareholders were as follows: • Based on Amendment No. 19 to the Schedule 13G filed with the SEC by Senvest on February 9, 2024, Senvest beneficially owned 4,115,597 of our outstanding ordinary shares.
Significant Changes in the Ownership of Major Shareholders During the past three years, the significant changes in the percentage ownership of our major shareholders were as follows: • Based on Amendment No. 19 to the Schedule 13G filed with the SEC by Senvest on February 9, 2024, Senvest beneficially owned 4,115,597 of our outstanding ordinary shares.
Based on previous amendments to the Schedule 13G filed with the SEC by the LG Group, they beneficially owned (i) as of September 30, 2024, 1,941,651 of our outstanding ordinary shares, (ii) as of December 31, 2023, 2,115,897 of our outstanding ordinary shares, and (iii) as of December 31, 2022, 2,570,026 of our outstanding ordinary shares. • Based on the Schedule 13G filed with the SEC by Morgan Stanley on February 3, 2025, Morgan Stanley beneficially owned 2,481,276 of our outstanding ordinary shares.
Based on previous statements on Schedule 13G filed with the SEC by the LG Group, they beneficially owned (i) as of December 31, 2024, 2,235,702 of our outstanding ordinary shares, (ii) as of September 30, 2024, 1,941,651 of our outstanding ordinary shares, and (iii) as of December 31, 2023, 2,115,897 of our outstanding ordinary shares. • Based on the Schedule 13G filed with the SEC by Morgan Stanley on February 12, 2026, Morgan Stanley beneficially owned 2,610,939 of our outstanding ordinary shares.
Each company in the RAD-Bynet Group is independent from the others. The ownership and Board of Directors structure of each RAD-Bynet Group member is different and certain of the RAD-Bynet Group members are publicly traded companies.
Each company in the RAD-Bynet Group is independent from the others. The ownership and Board of Directors structure of each RAD-Bynet Group member is different and certain of the RAD-Bynet Group members are publicly traded companies. See Item 4.C “Organizational Structure” for additional details about the group.
This lease expires in June 2030 with an option to terminate by us by way of prior notice in June 2025. The annual rent amounts to approximately $702,000. • A second lease consists of five floors in the Or Tower in Tel Aviv, Israel with approximately 68,000 square feet, plus parking spaces. This lease expires in June 2030.
This lease expires in June 2030. The annual rent amounts to approximately $705,000. • A second lease consists of five floors in the Or Tower in Tel Aviv, Israel with approximately 68,000 square feet, plus parking spaces. This lease expires in June 2030. The annual rent amounts to approximately $2,084,000.
See Item 4.C “Organizational Structure” for additional details about the group. 119 We believe that our transactions and arrangements with affiliated parties, including members of the RAD-Bynet Group, are in the ordinary course of our business (other than the SecurityDAM Acquisition) and are not unusual in their nature or conditions.
We believe that our transactions and arrangements with affiliated parties, including members of the RAD-Bynet Group or with any of the Fortissimo Portfolio Companies, are in the ordinary course of our business (other than the SecurityDAM Acquisition) and are not unusual in their nature or conditions.
We believe, however, that due to the affiliation between us and the RAD-Bynet Group, we have greater flexibility in obtaining certain terms and conditions that may not be available from unaffiliated third parties on similar products and services.
As we are treated as a member of the RAD-Bynet Group, we clarify that (i) in the event that we cease to be a member of the RAD-Bynet Group, we may not be able to obtain the current rates for such services, and (ii) we believe, however, that due to the affiliation between us and the RAD-Bynet Group, we have greater flexibility in obtaining certain terms and conditions that may not be available from unaffiliated third parties on similar products and services.
(5) This information is based on information provided in the Statement on Schedule 13G filed with the SEC by Legal & General Group Plc (“LG”), Legal & General Investment Management Ltd (“LGIM”), LGIM Managers (Europe) Limited (“LGIME”), Legal & General UCITS ETF Plc (“UCITS”) and Legal & General Investment Management America Inc (“LGIMA,” together with LG, LGIM, LGIME, UCITS, the “LG Group”) on February 13, 2025.
(4) Based on information provided in the Statement on Schedule 13G filed with the SEC by Legal & General Group Plc (“LG”), Legal & General Investment Management Ltd (“LGIM”), LGIM Managers (Europe) Limited (“LGIME”), Legal & General UCITS ETF Plc (“UCITS”), Legal & General Investment Management America Inc (“LGIMA”) and LGIM Singapore PTE.
Based on a previous amendment to the Schedule 13G and a Schedule 13G filed with the SEC by First Trust Portfolio, they beneficially owned, (i) as of March 31, 2024, 4,218,597 of our outstanding ordinary shares and (ii) as of December 31, 2023, 2,446,925 of our outstanding ordinary shares.
Based on previous statements on Schedule 13G filed with the SEC by First Trust, they beneficially owned (i) as of June 30, 2024, 839,027 of our outstanding ordinary shares, (ii) as of March 31, 2024, 4,218,597 of our outstanding ordinary shares, and (iii) as of December 31, 2023, 2,446,925 of our outstanding ordinary shares. 103 Major Shareholders Voting Rights Our major shareholders do not have different voting rights from those of other shareholders.
(6) Of the ordinary shares beneficially owned by Roy Zisapel, (i) 2,102,292 shares are held directly, and (ii) 59,952 options at an exercise price of $16.68 per share, which expire in March 2029. For the sake of clarity, the ordinary shares reported as beneficially owned by Roy Zisapel exclude the Neurim Shares held by Neurim, and Mr.
(6) Of the ordinary shares beneficially owned by Roy Zisapel, (i) 2,237,750 shares are held directly, (ii) 119,904 options at an exercise price of $16.68 per share, which expire in March 2029 and (iii) 151,899 options at an exercise price of $19.75, which expire in March 2028.
Based on a previous amendment to the Schedule 13G filed with the SEC by Artisan Partners, Artisan Partners beneficially owned as of December 31, 2022, 2,925,957 of our outstanding ordinary shares. • Based on the Schedule 13G filed with the SEC by LG, LGIM, LGIME, UCITS and LGIMA (collectively, “LG Group”) on February 13, 2025, the LG Group beneficially owned 2,235,702 of our outstanding ordinary shares.
Based on a previous amendment to the Schedule 13G filed with the SEC by Artisan Partners, Artisan Partners beneficially owned as of December 31, 2023, 2,360,703 of our outstanding ordinary shares. • Based on the Schedule 13G filed with the SEC by the LG Group on August 11, 2025, the LG Group beneficially owned 2,831,851 of our outstanding ordinary shares.
This figure of outstanding ordinary shares excludes (i) 14,500 RSUs and (ii) employee share options to purchase an aggregate of 564,592 ordinary shares at a weighted average exercise price of approximately $24.50 per share, with the latest expiration date of these options being in March 2029 (of which, options to purchase 544,592 of our ordinary shares were exercisable as of March 21, 2025). 116 (1) Shares are beneficially owned by Senvest Management, LLC and Richard Mashaal (collectively, “Senvest”).
This figure of issued and outstanding ordinary shares excludes treasury shares as well as (i) 13,500 RSUs and (ii) employee share options to purchase an aggregate of 611,803 ordinary shares at a weighted average exercise price of approximately 21.68 per share, with the latest expiration date of these options being in July 2030 (of which, options to purchase 591,803 of our ordinary shares were exercisable as of March 20, 2026).
(3) Shares are beneficially owned by Morgan Stanley and Morgan Stanley Capital Services LLC (collectively, “Morgan Stanley”). This information is based on information provided in Amendment No. 2 to the Statement on Schedule 13G filed with the SEC by Morgan Stanley on February 3, 2025. The business address of Morgan Stanley is 1585 Broadway, New York, New York 10036.
(5) Based on information provided in the Statement on Schedule 13G filed with the SEC by Morgan Stanley on February 12, 2026. The business address of Morgan Stanley is 1585 Broadway, New York, New York 10036.
The charges for these services are based on actual costs incurred and are allocated to the Company according to its relative part in such services (e.g., vehicles administration – according to the number of the Company’s vehicles out of the total vehicles of the RAD-Bynet Group; marketing events – according to the number of participants who are our customers out of the total number of participants in the events). 121 Following is a summary of the general purchases of products and services from the RAD-Bynet Group companies (excluding leases, distribution and the services previously provided by SecurityDAM, which are described above) during 2024: Entity Products/Services Bynet Data Communications Ltd.
The charges for these services are based on actual costs incurred and are allocated to the Company according to its relative part in such services (e.g., vehicles administration – according to the number of the Company’s vehicles out of the total vehicles of the RAD-Bynet Group; marketing events – according to the number of participants who are our customers out of the total number of participants in the events). 106 Transactions with Fortissimo Portfolio Companies We have entered into a number of agreements with several Fortissimo Portfolio Companies (as defined above).
Based on a Schedule 13G filed with the SEC by Morgan Stanley, they beneficially owned, as of December 31, 2023, 3,534,162 of our outstanding ordinary shares. • Based on Amendment No. 2 to the Schedule 13G filed with the SEC by First Trust Portfolios L.P., First Trust Advisors L.P., and The Charger Corporation (collectively, “First Trust Portfolio”) on July 8, 2024, First Trust Portfolio beneficially owned 839,027 of our outstanding ordinary shares.
Based on previous statements on Schedule 13G filed with the SEC by Morgan Stanley, Morgan Stanley beneficially owned (i) as of December 31, 2024, 2,481,276 of our outstanding ordinary shares, and (ii) as of December 31, 2023, 3,534,162 of our outstanding ordinary shares. • Based on the Schedule 13G filed with the SEC by First Trust on January 27, 2026, they beneficially owned 2,146,877 of our outstanding ordinary shares.
Zisapel disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. To our knowledge, the Company is not directly nor indirectly owned or controlled by another corporation, by any foreign government or by any other natural or legal person severally or jointly.
The business address of First Trust is 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187. To our knowledge, the Company is not directly nor indirectly owned or controlled by another corporation, by any foreign government or by any other natural or legal person severally or jointly.
Under these agreements, we lease property and purchase certain products and services from certain member entities of the RAD-Bynet Group. In addition, in February 2022, we acquired the technology and operations of SecurityDAM (now called DC Protection Ltd.) to which we sometimes refer as the SecurityDAM Acquisition.
Under these agreements, we lease property and purchase certain products and services from certain member entities of the RAD-Bynet Group.
The RAD-Bynet Group consists of manufacturers of communications solutions comprised of hardware and/or software and communications solution providers, distributors and integrators as well as service providers. The RAD-Bynet Group includes companies dealing in advanced communication technology, networks, and integration.
In addition, in February 2022, we acquired the technology and operations of SecurityDAM (now called DC Protection Ltd.), to which we sometimes refer as the SecurityDAM Acquisition. 104 The RAD-Bynet Group consists of manufacturers of communications solutions comprised of hardware and/or software and communications solution providers, distributors and integrators as well as service providers.
Testing equipment and related services The total cost of our purchases from the RAD-Bynet Group entities referenced in the table above amounted to approximately $3.4 million in 2024, compared to $3.1 million in 2023 and $4.45 million in 2022. Compensation of President and Chief Executive Officer See discussion in Item 6.B “Compensation.” C.
Communication services Accord Insurance Agency Ltd. Insurance Agent Sela Software Labs (Israel) Ltd Cloud Hosting Services The total cost of our purchases from the RAD-Bynet Group entities referenced in the table above amounted to approximately $3.4 million in 2025, compared to $3.4 million in 2024 and $3.1 million in 2023.
The business address of Artisan Partners is 875 East Wisconsin Avenue, Suite 800, Milwaukee, WI 53202.
(collectively, “Artisan Partners”) on November 11, 2025, the reported shares have been acquired on behalf of discretionary clients of APLP and beneficially owned by Artisan Partners. The business address of Artisan Partners is 875 East Wisconsin Avenue, Suite 800, Milwaukee, WI 53202.
This information is based on information provided in Amendment No. 19 to the Statement on Schedule 13G filed with the SEC by Senvest on February 9, 2024. The business address of Senvest is 540 Madison Avenue, 32 nd Floor, New York, New York 10022.
Mashaal’s status as the managing member of Senvest Management, LLC. The business address of Senvest is 540 Madison Avenue, 32 nd Floor, New York, New York 10022.
Name Number of ordinary shares* Percentage of outstanding ordinary shares** Senvest Management, LLC (1) 4,115,597 9.64 % Nava Zisapel (2) 2,897,926 6.79 % Morgan Stanley (3) 2,481,276 5.81 % Artisan Partners (4) 2,360,703 5.53 % Legal & General Group Plc (5) 2,235,702 5.24 % Roy Zisapel (6) 2,162,244 5.06 % * Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
Name Number of ordinary shares* Percentage of outstanding ordinary shares** Senvest Management, LLC (1) 4,115,597 9.73 % Artisan Partners (2) 3,130,252 7.40 % Nava Zisapel (3) 2,897,926 6.85 % Legal & General Group Plc (4) 2,831,851 6.69 % Morgan Stanley (5) 2,610,939 6.17 % Roy Zisapel (6) 2,509,553 5.89 % Amplify Cybersecurity ETF, a series of the Amplify ETF Trust (7) 2,157,083 5.09 % First Trust Portfolios L.P.
Removed
Major Shareholders Voting Rights Our major shareholders do not have different voting rights from those of other shareholders.
Added
(8) 2,146,877 5.07 % 101 * Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
Removed
In the event that we cease to be a member of the RAD-Bynet Group, we may not be able to obtain the current rates for such services.
Added
(1) Based on information provided in Amendment No. 19 to the Statement on Schedule 13G filed with the SEC by Senvest on February 9, 2024, the reported shares are held in the accounts of Senvest Master Fund, LP and Senvest Technology Partners Master Fund, LP (collectively, the “Investment Vehicles”), Senvest Management, LLC may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Senvest Management, LLC’s position as investment manager of each of the Investment Vehicles, and Richard Mashaal may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Mr.
Removed
Interests of Experts and Counsel Not applicable. 122
Added
Ltd ("LGIMS" and, together with LG, LGIM, LGIME, UCITS and LGIMA, the “LG Group”) on August 11, 2025.
Added
For the sake of clarity, the ordinary shares reported as beneficially owned by Roy Zisapel exclude the Neurim Shares held by Neurim, and Mr.
Added
Zisapel disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. 102 (7) Based on information provided in the Statement on Schedule 13G filed with the SEC by Amplify Cybersecurity ETF, a series of the Amplify ETF Trust (“Amplify”) on November 14, 2025, the reported shares are beneficially owned by Amplify.
Added
The business address of Amplify is 3333 Warrenville Road #350, Lisle, IL 60532.
Added
(8) Based on information provided in the Statement on Schedule 13G filed with the SEC by First Trust Portfolios L.P, First Trust Advisors L.P. and The Charger Corporation (collectively, “First Trust”) on January 27, 2026, the reported shares are held by certain unit investment trusts for which First Trust Portfolios L.P. acts as sponsor and First Trust disclaims beneficial ownership thereof.
Added
There are no arrangements, known to the Company, the operation of which may at a subsequent date result in a change in control of the Company.
Added
Under these agreements, we purchase certain products and services from such companies, as described below.
Added
Summary Following is a summary of the general purchases of products and services from the RAD-Bynet Group companies (excluding leases, distribution and the services previously provided by SecurityDAM, which are described above) and Fortissimo Portfolio Companies during 2025: RAD-Bynet Group Entity Products/Services Bynet Data Communications Ltd.
Added
The total cost of our purchases from Fortissimo Portfolio Companies referenced in the table above amounted to approximately $4.1 million in 2025, compared to less than $1.0 million in 2024 and 2023.
Added
Compensation of President and Chief Executive Officer See discussion in Item 6.B “Compensation.” C. Interests of Experts and Counsel Not applicable. 107

Other RDWR 10-K year-over-year comparisons