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Cellebrite DI Ltd.

Cellebrite DI Ltd.CLBT決算レポート

Nasdaq · 情報技術 · サービス-オフィス用ソフトウェア

Cellebrite DI Ltd. is a digital forensics company headquartered in Petah Tikva, Israel that provides tools for law enforcement agencies as well as enterprise companies and service providers to collect, review, analyze and manage digital data. Their flagship product series is the Cellebrite UFED.

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

Top changes in Cellebrite DI Ltd.'s 2025 20-F

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Item 2. Properties

Properties — owned and leased real estate

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ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE 8 ITEM 3.KEY INFORMATION 8 ITEM 4.INFORMATION ON THE COMPANY 57 ITEM 4A.UNRESOLVED STAFF COMMENTS 77 ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS 78 ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 98 ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 138 ITEM 8.FINANCIAL INFORMATION 142 ITEM 9.THE OFFER AND LISTING 142 ITEM 10.ADDITIONAL INFORMATION 143 ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 167 ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 168 PART II
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE 7 ITEM 3.KEY INFORMATION 7 ITEM 4.INFORMATION ON THE COMPANY 53 ITEM 4A.UNRESOLVED STAFF COMMENTS 69 ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS 70 ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 87 ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 126 ITEM 8.FINANCIAL INFORMATION 131 ITEM 9.THE OFFER AND LISTING 131 ITEM 10.ADDITIONAL INFORMATION 132 ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 156 ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 157 PART II

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Our solutions are sometimes used by customers with smaller or less sophisticated IT departments, and professional practitioners, potentially resulting in such suite of solutions performing at a lower level than anticipated by the customer.
Our solutions are sometimes used by customers with smaller or less sophisticated professional practitioners and IT departments, potentially resulting in such suite of solutions performing at a lower-than-anticipated level by the customer.
These existing and proposed laws and regulations can be costly to comply with and can make our DI suite of solutions less effective or valuable, delay or impede the development of new solutions, result in negative publicity, increase our operating costs, require us to modify our data handling practices, limit our operations, impose substantial fines and penalties, require significant management time and attention, or put our data or technology at risk.
These existing and proposed laws and regulations can be costly to comply with and can make our suite of solutions less effective or valuable, delay or impede the development of new solutions, result in negative publicity, increase our operating costs, require us to modify our data handling practices, limit our operations, impose substantial fines and penalties, require significant management time and attention, or put our data or technology at risk.
In general, if a foreign corporation acquires, directly or indirectly, substantially all of the properties held directly or indirectly by a U.S. corporation and after the acquisition, the former shareholders of the acquired U.S. corporation hold at least 60% (by either vote or value) but less than 80% (by vote and value) of the shares of the foreign acquiring corporation by reason of holding shares in the acquired U.S. corporation, subject to other requirements, certain adverse tax consequences under Section 7874 may apply. 49 Table of Content If these rules apply to the Merger, Cellebrite and certain of Cellebrite’s shareholders may be subject to adverse tax consequences including, but not limited to, restrictions on the use of tax attributes with respect to “inversion gain” recognized over a 10-year period following the transaction, disqualification of dividends paid from preferential “qualified dividend income” rates and the requirement that any U.S. corporation owned by Cellebrite include as “base erosion payments” that may be subject to a minimum U.S. federal income tax any amounts treated as reductions in gross income paid to certain related foreign persons.
In general, if a foreign corporation acquires, directly or indirectly, substantially all of the properties held directly or indirectly by a U.S. corporation and after the acquisition, the former shareholders of the acquired U.S. corporation hold at least 60% (by either vote or value) but less than 80% (by vote and value) of the shares of the foreign acquiring corporation by reason of holding shares in the acquired U.S. corporation, subject to other requirements, certain adverse tax consequences under Section 7874 may apply. 44 Table of Content If these rules apply to the Merger, Cellebrite and certain of Cellebrite’s shareholders may be subject to adverse tax consequences including, but not limited to, restrictions on the use of tax attributes with respect to “inversion gain” recognized over a 10-year period following the transaction, disqualification of dividends paid from preferential “qualified dividend income” rates and the requirement that any U.S. corporation owned by Cellebrite include as “base erosion payments” that may be subject to a minimum U.S. federal income tax any amounts treated as reductions in gross income paid to certain related foreign persons.
Under the Amended Articles, the competent courts of Tel Aviv, Israel are the exclusive forum for (i) any derivative action or proceeding brought on behalf of Cellebrite, (ii) any action asserting a claim of breach of fiduciary duty or a claim of breach of the duty of loyalty owed by any of Cellebrite’s directors, officers or other employees or our shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the Companies Law or the Israeli Securities Law.
Under the Articles, the competent courts of Tel Aviv, Israel are the exclusive forum for (i) any derivative action or proceeding brought on behalf of Cellebrite, (ii) any action asserting a claim of breach of fiduciary duty or a claim of breach of the duty of loyalty owed by any of Cellebrite’s directors, officers or other employees or our shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the Companies Law or the Israeli Securities Law.
Nevertheless, adverse media coverage and petitions relating to Bangladesh, Hong Kong, Russia, Serbia and Uganda have in the past negatively impacted, and may in the future negatively impact, our reputation and may also directly or indirectly cause mobile and other digital device OEMs and other software manufacturers to change their products in ways that erode or eliminate the effectiveness of our DI solutions.
Nevertheless, adverse media coverage and petitions relating to Bangladesh, Hong Kong, Russia, Serbia and Uganda have in the past negatively impacted, and may in the future negatively impact, our reputation and may also directly or indirectly cause mobile and other digital device OEMs and other software manufacturers to change their products in ways that erode or eliminate the effectiveness of our solutions.
Further, it is possible that domestic or foreign companies or governments, some with substantial experience in digital investigative solutions, public safety sector or law enforcement software and systems industry or greater financial resources than we possess, will seek to develop and provide solutions that compete directly or indirectly with ours in the future.
Further, it is possible that domestic or foreign companies or governments, some with substantial experience in digital investigative and intelligence solutions, public safety sector or law enforcement software and systems industry or greater financial resources than we possess, will seek to develop and provide solutions that compete directly or indirectly with ours in the future.
Even if we are successful in establishing and maintaining these relationships with our partners, we cannot assure you that these relationships will result in increased customer usage of our DI suite of solutions or increased revenue. Further, winding down joint ventures, partnerships, or other strategic alliances can result in additional costs, litigation, and negative publicity.
Even if we are successful in establishing and maintaining these relationships with our partners, we cannot assure you that these relationships will result in increased customer usage of our suite of solutions or increased revenue. Further, winding down joint ventures, partnerships, or other strategic alliances can result in additional costs, litigation, and negative publicity.
Failure to adhere to these FOCI mitigation could result in the discontinuation of CyTech’s facility security clearance, adversely impacting its ability to perform on classified contracts, and would further mean that we would not be able to enter into future contracts with the U.S. government requiring facility security clearance.
Failure to adhere to these FOCI mitigation requirements could result in the discontinuation of CyTech’s facility security clearance, adversely impacting its ability to perform on classified contracts, and would further mean that we would not be able to enter into future contracts with the U.S. government requiring facility security clearance.
Moreover, an Israeli court will not enforce a non-Israeli judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases), if its enforcement is likely to prejudice the sovereignty or security of the State of Israel, if it was obtained by fraud or in the absence of due process, if it is at variance with another valid judgment that was given in the same matter between the same parties, or if a suit in the same matter between the same parties was pending before a court or tribunal in Israel at the time the foreign action was brought. 43 Table of Content The rights and responsibilities of our shareholders are governed by Israeli law, which may differ in some respects from the rights and responsibilities of shareholders of U.S. corporations.
Moreover, an Israeli court will not enforce a non-Israeli judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases), if its enforcement is likely to prejudice the sovereignty or security of the State of Israel, if it was obtained by fraud or in the absence of due process, if it is at variance with another valid judgment that was given in the same matter between the same parties, or if a suit in the same matter between the same parties was pending before a court or tribunal in Israel at the time the foreign action was brought. 38 Table of Content The rights and responsibilities of our shareholders are governed by Israeli law, which may differ in some respects from the rights and responsibilities of shareholders of U.S. corporations.
Our business requires intensive sales and marketing activities on a constant basis. Our go-to-market strategy is aimed at expanding the scope of our relationships with existing customers and attracting a larger number of law enforcement customers to use more of our solutions. Our sales and marketing personnel are essential to this effort.
Our business requires intensive sales and marketing activities on a constant basis. Our go-to-market strategy is aimed primarily at expanding the scope of our relationships with existing customers and attracting a larger number of law enforcement customers to use more of our solutions. Our sales and marketing personnel are essential to this effort.
The results of our litigation also cannot be predicted with certainty. If we are unable to prevail in litigation, we could incur payments of substantial monetary damages or fines, or undesirable changes to our DI suite of solutions or business practices, and accordingly, our business, financial condition, or results of operations could be materially and adversely affected.
The results of our litigation also cannot be predicted with certainty. If we are unable to prevail in litigation, we could incur payments of substantial monetary damages or fines, or undesirable changes to our suite of solutions or business practices, and accordingly, our business, financial condition, or results of operations could be materially and adversely affected.
However, Israeli law does not define the substance of this duty of fairness. There is little case law available to assist in understanding the implications of these provisions that govern shareholder behavior. Provisions in the Amended Articles may have the effect of discouraging lawsuits against us and our directors and officers.
However, Israeli law does not define the substance of this duty of fairness. There is little case law available to assist in understanding the implications of these provisions that govern shareholder behavior. Provisions in the Articles may have the effect of discouraging lawsuits against us and our directors and officers.
For example, we partner with various resellers who coordinate the provision of our solutions to the end customers. Also, for example, there is risk for termination of strategic or technology partnerships that complement or compose part of our DI offering; such terminations may impact our ability to successfully compete in the market.
For example, we partner with various resellers who coordinate the provision of our solutions to the end customers. Also, for example, there is risk for termination of strategic or technology partnerships that complement or compose part of our offering; such terminations may impact our ability to successfully compete in the market.
As we have grown, we have increasingly managed larger and more complex deployments of our solutions with a broader base of public and private sector customers. As we continue to grow, we face challenges of integrating, developing, retaining, and motivating a growing employee base in various countries around the world.
As we have grown, we have increasingly managed larger and more complex deployments of our solutions with a broader base of public and private sector customers. As we continue to grow, we face challenges of recruiting, integrating, developing, retaining, and motivating a growing employee base in various countries around the world.
These laws and regulations are subject to change over time and thus we must continue to monitor and dedicate resources to ensure continued compliance. Although we take precautions to prevent our software from being provided in violation of such laws, the software could be provided inadvertently in violation of such laws, despite the precautions we take.
These laws and regulations are subject to change over time and thus we must continue to monitor and dedicate resources to ensure continued compliance. Although we take precautions to prevent our solutions from being provided in violation of such laws, the software could be provided inadvertently in violation of such laws, despite the precautions we take.
Although we endeavor to do business with customers and governments that are aligned with our mission and values, we cannot predict how the activities and values of our government and private sector customers will evolve over time, and they may evolve in a manner inconsistent with our mission. 32 Table of Content We occasionally have limited access to third-party data, and if our security measures are breached and unauthorized access to this data is obtained, our systems, data centers and our solutions may be perceived as not being secure, customers may curtail or stop using our solutions or service and we may incur significant legal and financial exposure and liabilities.
Although we endeavor to do business with customers and governments that are aligned with our mission and values, we cannot predict how the activities and values of our government and private sector customers will evolve over time, and they may evolve in a manner inconsistent with our mission. 31 Table of Content We occasionally have limited access to third-party data, and if our security measures are breached and unauthorized access to this data is obtained, our systems, data centers and our solutions may be perceived as not being secure, customers may curtail or stop using our solutions or service and we may incur significant legal and financial exposure and liabilities.
In addition, a controlling shareholder of an Israeli company or a shareholder who knows that it possesses the power to determine the outcome of a shareholder vote or who has the power according to the Amended Articles to appoint or prevent the appointment of a director or officer in the Company, or has other powers toward the Company according to the Amended Articles, has a duty of fairness toward the Company.
In addition, a controlling shareholder of an Israeli company or a shareholder who knows that it possesses the power to determine the outcome of a shareholder vote or who has the power according to the Articles to appoint or prevent the appointment of a director or officer in the Company, or has other powers toward the Company according to the Articles, has a duty of fairness toward the Company.
For example, a former consultant has brought a number of claims against us and a number of our current and former director and officers. These claims could lead to reputational harm and diversion of resources and management’s attention from our primary business operations.
For example, a former consultant has brought a number of claims against us and a number of our former director and officers. These claims could lead to reputational harm and diversion of resources and management’s attention from our primary business operations.
We have experienced growth by selling additional subscriptions to our solutions to our existing customer base, but there can be no assurances that we will achieve similar growth rates in the future.
We have experienced growth primarily by selling additional subscriptions to our solutions to our existing customer base, but there can be no assurances that we will achieve similar growth rates in the future.
Any of these events, as well as a general weakening of, or declining corporate confidence in, the global economy, or a curtailment in corporate spending could delay or decrease our revenue and therefore have a material adverse effect on our business, operating results and financial condition. 25 Table of Content Risks Related to Cellebrite’s Intellectual Property Failure to adequately obtain, maintain, protect and enforce our intellectual property and other proprietary rights could adversely affect our business.
Any of these events, as well as a general weakening of, or declining corporate confidence in, the global economy, or a curtailment in corporate spending could delay or decrease our revenue and therefore have a material adverse effect on our business, operating results and financial condition. 24 Table of Content Risks Related to Cellebrite’s Intellectual Property Failure to adequately obtain, maintain, protect and enforce our intellectual property and other proprietary rights could adversely affect our business.
Furthermore, because the techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until after they are launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. 27 Table of Content In addition, security breaches at other companies and in government agencies have increased in frequency and sophistication in recent years.
Furthermore, because the techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until after they are launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. 26 Table of Content In addition, security breaches at other companies and in government agencies have increased in frequency and sophistication in recent years.
Furthermore, there can be no assurance that any limitations of liability provisions in our license arrangements with customers or in our agreements with vendors, partners, or others would be enforceable, applicable, or adequate or would otherwise protect us from any such liabilities or damages with respect to any particular claim. 28 Table of Content Some of our software and systems contain open-source software, which may pose particular risks to our proprietary software and information technology systems.
Furthermore, there can be no assurance that any limitations of liability provisions in our license arrangements with customers or in our agreements with vendors, partners, or others would be enforceable, applicable, or adequate or would otherwise protect us from any such liabilities or damages with respect to any particular claim. 27 Table of Content Some of our software and systems contain open-source software, which may pose particular risks to our proprietary software and information technology systems.
Cellebrite shareholders have sold and may continue to sell their shares in the public market. The sales of significant amounts of our shares, or the perception in the market that this will occur, may decrease the market price of our shares.
Our shareholders have sold and may continue to sell their shares in the public market. The sales of significant amounts of our shares, or the perception in the market that this will occur, may decrease the market price of our shares.
We require our customers to comply with applicable privacy laws when using our products, however we may still be held responsible and even liable for the manner in which our customer uses such data, including if the customer uses the data in a way that is a violation of privacy related laws or our license agreement. 30 Table of Content Some of our solutions may be used by customers in a way that is, or that is perceived to be, incompatible with human rights.
We require our customers to comply with applicable privacy laws when using our products, however we may still be held responsible and even liable for the manner in which our customer uses such data, including if the customer uses the data in a way that is a violation of privacy related laws or our license agreement. 29 Table of Content Some of our solutions may be used by customers in a way that is, or that is perceived to be, incompatible with human rights.
Also with respect to our SaaS-based products, while we may be involved in the operation and maintenance of the SaaS platform, we do not have visibility to our customers’ usage of our products.
Also with respect to our SaaS-based products, while we may be involved in the operation and maintenance of the SaaS platform, we do not have visibility into our customers’ usage of our products.
Past acquisitions or any future acquisition, investment or business relationship in some cases have and may in the future result in unforeseen risks, operating difficulties and expenditures, including but not limited to the following: • An acquisition may negatively affect our financial results because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition; • Potential goodwill impairment charges related to acquisitions; • Costs and potential difficulties associated with the requirement to test and assimilate the internal control processes of the acquired business; • We may encounter difficulties or unforeseen expenditures assimilating or integrating the businesses, technologies, infrastructure, solutions, personnel, or operations of the acquired companies, particularly if the key personnel of the acquired company choose not to work for us or if we are unable to retain key personnel, if their technology is not easily adapted to work with ours, or if we have difficulty retaining the customers of any acquired business due to changes in ownership, management, or otherwise; • We may not realize the expected benefits of the acquisition in a timely manner, if at all; • An acquisition may disrupt our ongoing business, divert resources, increase our expenses, and distract our management; • An acquisition may result in a delay or reduction of customer purchases for both us and the company acquired due to customer uncertainty about continuity and effectiveness of service from either company; • The potential impact on relationships with existing customers, vendors, and distributors as business partners as a result of acquiring another company or business that competes with or otherwise is incompatible with those existing relationships; • The potential that our due diligence of the acquired company or business does not identify significant problems or liabilities, or that we underestimate the costs and effects of identified liabilities; • Exposure to litigation or other claims in connection with, or inheritance of claims or litigation risk as a result of, an acquisition, including but not limited to claims from former employees, customers, or other third parties, which may differ from or be more significant than the risks our business faces; • We may encounter difficulties in, or may be unable to, successfully sell any acquired solutions; • An acquisition may involve the entry into geographic or business markets in which we have little or no prior experience or where competitors have stronger market positions; 53 Table of Content • An acquisition may require us to comply with additional laws and regulations, or to engage in substantial remediation efforts to cause the acquired company to comply with applicable laws or regulations, or result in liabilities resulting from the acquired company’s failure to comply with applicable laws or regulations; • Our use of cash to pay for an acquisition would limit other potential uses for our cash; • If we incur debt to fund such acquisition, such debt may subject us to material restrictions on our ability to conduct our business as well as financial maintenance covenants; and • To the extent that we issue a significant amount of equity securities in connection with future acquisitions, existing shareholders may be diluted and earnings per share may decrease.
Past acquisitions, including the acquisition of Corellium, or any future acquisition, investment or business relationship in some cases have and may in the future result in unforeseen risks, operating difficulties and expenditures, including but not limited to the following: • An acquisition may negatively affect our financial results because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition; • Potential goodwill impairment charges related to acquisitions; • Costs and potential difficulties associated with the requirement to test and assimilate the internal control processes of the acquired business; • We may encounter difficulties or unforeseen expenditures assimilating or integrating the businesses, technologies, infrastructure, solutions, personnel, or operations of the acquired companies, particularly if the key personnel of the acquired company choose not to work for us or if we are unable to retain key personnel, if their technology is not easily adapted to work with ours, or if we have difficulty retaining the customers of any acquired business due to changes in ownership, management, or otherwise; • We may not realize the expected benefits of the acquisition in a timely manner, if at all; • An acquisition may disrupt our ongoing business, divert resources, increase our expenses, and distract our management; • An acquisition may result in a delay or reduction of customer purchases for both us and the company acquired due to customer uncertainty about continuity and effectiveness of service from either company; • The potential impact on relationships with existing customers, vendors, and distributors as business partners as a result of acquiring another company or business that competes with or otherwise is incompatible with those existing relationships; • The potential that our due diligence of the acquired company or business does not identify significant problems or liabilities, or that we underestimate the costs and effects of identified liabilities; • Exposure to litigation or other claims in connection with, or inheritance of claims or litigation risk as a result of, an acquisition, including but not limited to claims from former employees, customers, or other third parties, which may differ from or be more significant than the risks our business faces; • We may encounter difficulties in, or may be unable to, successfully sell any acquired solutions; • An acquisition may involve the entry into geographic or business markets in which we have little or no prior experience or where competitors have stronger market positions; 49 Table of Content • An acquisition may require us to comply with additional laws and regulations, or to engage in substantial remediation efforts to cause the acquired company to comply with applicable laws or regulations, or result in liabilities resulting from the acquired company’s failure to comply with applicable laws or regulations; • If we incur debt to fund such acquisition, such debt may subject us to material restrictions on our ability to conduct our business as well as financial maintenance covenants; and • To the extent that we issue a significant amount of equity securities in connection with future acquisitions, existing shareholders may be diluted and earnings per share may decrease.
Most of our sales transactions for digital forensics software involve a relatively short sales cycle; however, larger transactions, especially those involving a large-scale upgrade to our Inseyets solution or those involving broader adoption of multiple flagship offerings within our C2C Platform may result in a longer sales cycle and may require, for example, discussions about budget and funding and about which potential solution is most suitable to the customer.
Most of our sales transactions for digital forensics software involve a relatively short sales cycle; however, larger transactions, especially those involving a large-scale upgrade to our Inseyets solution or those involving broader adoption of multiple flagship offerings within our digital investigation platform may result in a longer sales cycle and may require, for example, discussions about budget and funding and about which potential solution is most suitable to the customer.
See “— We may not enter into relationships with potential customers if we consider their activities to be inconsistent with our organizational mission or values .” For example, all customers are required to confirm, before activation, that they will only use our product for lawful uses. However, Cellebrite cannot easily or quickly verify whether this undertaking is accurate.
See “— We may not enter into relationships with potential customers if we consider their activities to be inconsistent with our organizational mission or values .” For example, all customers are required to confirm, before activation, that they will only use our product for lawful uses. However, we cannot easily, quickly or continually verify whether this undertaking is accurate.
In the future, other allegations of misuse by our customers may damage our reputation, even if we took no part in the misuse, conduct an investigation to determine the merits of any such allegations or take immediate action to sever ties with such customers. 31 Table of Content We may not enter into relationships with potential customers if we consider their activities to be inconsistent with our organizational mission or values.
In the future, other allegations of misuse by our customers may damage our reputation, even if we took no part in the misuse, conduct an investigation to determine the merits of any such allegations or take immediate action to sever ties with such customers. 30 Table of Content We may not enter into relationships with potential customers if we consider their activities to be inconsistent with our organizational mission or values.
Further, SUNCORPORATION is a controlling shareholder which may in the future control elections to our board of directors and, therefore may have significant influence over our business and policies. 47 Table of Content Risks Related to Ownership of the Ordinary Shares Our share price has been and will likely continue to be volatile, and shareholders may lose all or part of their investment.
Further, SUNCORPORATION is a controlling shareholder which may in the future control elections to our board of directors and, therefore may have significant influence over our business and policies. 42 Table of Content Risks Related to Ownership of the Ordinary Shares Our share price has been and will likely continue to be volatile, and shareholders may lose all or part of their investment.
Investors in Cellebrite should consult their own advisors regarding the application of Section 7874 to the Merger. 50 Table of Content Risks Related to the Israeli Tax Treatment of Cellebrite and the Merger If we do not qualify for Israeli tax benefits, our effective tax rate on our business income and the Israeli withholding tax on distributions of dividends by us to our shareholders may be higher than expected.
Investors in Cellebrite should consult their own advisors regarding the application of Section 7874 to the Merger. 45 Table of Content Risks Related to the Israeli Tax Treatment of Cellebrite and the Merger If we do not qualify for Israeli tax benefits, our effective tax rate on our business income and the Israeli withholding tax on distributions of dividends by us to our shareholders may be higher than expected.
Although we believe our estimates are reasonable, the ultimate outcome with respect to the taxes we owe may differ from the amounts recorded in our financial statements, and this difference may materially affect our financial position and financial results in the period or periods for which such determination is made. 55 Table of Content Our pricing structures for our solutions may change from time to time.
Although we believe our estimates are reasonable, the ultimate outcome with respect to the taxes we owe may differ from the amounts recorded in our financial statements, and this difference may materially affect our financial position and financial results in the period or periods for which such determination is made. 51 Table of Content Our pricing structures for our solutions may change from time to time.
In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight. 56 Table of Content Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business.
In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight. 52 Table of Content Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business.
We generated more than 90% of our revenue in 2022, 2023 and 2024 from contracts with Public Sector Customers and our results of operations would be adversely affected by government spending caps or changes in government budgetary priorities, as well as by delays in the government budget process, program starts, or the award of contracts or orders under existing contract vehicles.
We generated more than 90% of our revenue in 2023, 2024 and 2025 from contracts with Public Sector Customers and our results of operations would be adversely affected by government spending caps or changes in government budgetary priorities, as well as by delays in the government budget process, program starts, or the award of contracts or orders under existing contract vehicles.
In addition, a determination as to whether our products are being misused may involve subjective determinations or be the subject of differing opinions. We have in place certain safeguards that are intended to identify or prevent misuse of our products. For example, the Company has an Ethics and Integrity Committee, which serves as an advisory body to the board.
In addition, a determination as to whether our products are being misused may involve subjective determinations or be the subject of differing opinions. We have in place certain safeguards that are intended to identify or prevent misuse of our products. For example, we have an Ethics and Integrity Committee, which serves as an advisory body to the board.
Additionally, unless we consents in writing to the selection of an alternative forum, the U.S. federal courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”) against us or any of our directors, officers, other employees or agents.
Additionally, unless we consent in writing to the selection of an alternative forum, the U.S. federal courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”) against us or any of our directors, officers, other employees or agents.
These risks could be difficult to eliminate or manage and, if not addressed, could adversely affect our business, results of operations, and financial conditions. 29 Table of Content Other companies may claim that we infringe their intellectual property, which could materially increase costs and materially harm our ability to generate future revenue and profits.
These risks could be difficult to eliminate or manage and, if not addressed, could adversely affect our business, results of operations, and financial conditions. 28 Table of Content Other companies may claim that we infringe their intellectual property, which could materially increase costs and materially harm our ability to generate future revenue and profits.
Such lawsuits could result in substantial costs and divert management’s attention and resources, which could adversely affect our business. 48 Table of Content The U.S. Internal Revenue Service (“IRS”) may not agree that Cellebrite should be treated as a non-U.S. corporation for U.S. federal income tax purposes.
Such lawsuits could result in substantial costs and divert management’s attention and resources, which could adversely affect our business. 43 Table of Content The U.S. Internal Revenue Service (“IRS”) may not agree that Cellebrite should be treated as a non-U.S. corporation for U.S. federal income tax purposes.
If an indemnification event will occur, our business results may be adversely affected. 51 Table of Content General Risk Factors Joint ventures, partnerships, and strategic alliances may have a material adverse effect on our business, results of operations and prospects. We intend to continue to enter into joint ventures, partnerships, and strategic alliances as part of our long-term business strategy.
If an indemnification event will occur, our business results may be adversely affected. 47 Table of Content General Risk Factors Joint ventures, partnerships, and strategic alliances may have a material adverse effect on our business, results of operations and prospects. We intend to continue to enter into joint ventures, partnerships, and strategic alliances as part of our long-term business strategy.
As a result, if revenue from international operations do not offset the expenses of establishing and maintaining foreign operations, our business, operating results and financial condition will suffer. 54 Table of Content If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.
As a result, if revenue from international operations do not offset the expenses of establishing and maintaining foreign operations, our business, operating results and financial condition will suffer. 50 Table of Content If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.
While we maintain insurance coverage that we believe is adequate for our business, such coverage may not cover all potential costs and expenses associated with incidents that may occur in the future. 19 Table of Content We may be materially adversely affected by negative publicity related to our business and use of our products.
While we maintain insurance coverage that we believe is adequate for our business, such coverage may not cover all potential costs and expenses associated with incidents that may occur in the future. 18 Table of Content We may be materially adversely affected by negative publicity related to our business and use of our products.
Unlike the requirements of Nasdaq, there are currently no mandatory corporate governance requirements in Israel that would require Cellebrite to (i) have a majority of its board of directors be independent, (ii) establish a nominating/governance committee, or (iii) hold regular executive sessions where only independent directors may be present.
Unlike the requirements of Nasdaq, there are currently no mandatory corporate governance requirements in Israel that would require us to (i) have a majority of its board of directors be independent, (ii) establish a nominating/governance committee, or (iii) hold regular executive sessions where only independent directors may be present.
Accordingly, notwithstanding the foregoing, the Amended Articles provide that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. 44 Table of Content These exclusive forum provisions may limit a shareholders ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors or other employees which may discourage lawsuits against us, our directors, officers and employees.
Accordingly, notwithstanding the foregoing, the Articles provide that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. 39 Table of Content These exclusive forum provisions may limit a shareholders ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors or other employees which may discourage lawsuits against us, our directors, officers and employees.
We carry data protection liability insurance against cyber-attacks (including media, intellectual property & products liability, cyber liability, and commercial general liability policies), with limits we deem adequate for the reimbursement for damage to our computers, equipment and networks and the resulting disruption of our operations.
We carry data protection liability insurance against cyber-attacks (including media, intellectual property & product liability, cyber liability, and commercial general liability policies), with limits we deem adequate for the reimbursement for damage to our computers, equipment and networks and the resulting disruption of our operations.
We are incorporated under Israeli law, and many of our employees, including many of our management members, operate from our principal office and other facilities located in Israel. Furthermore, many of our employees, officers and directors are residents of Israel. We have a small assembly facility in Israel.
We are incorporated under Israeli law, and many of our employees, including many of our management members, operate from our principal office and other facilities located in Israel. Furthermore, many of our employees, officers and directors are residents of Israel. We also operate a small assembly facility in Israel.
Additionally, intercompany sales to our non-U.S. dollar functional currency international subsidiaries are transacted in U.S. dollars which could increase our foreign exchange rate risk caused by foreign currency transaction gains and losses. 16 Table of Content For non-U.S. dollar denominated sales, weakening of foreign currencies relative to the U.S. dollar generally leads us to raise international pricing, potentially reducing demand for our solutions.
Additionally, intercompany sales to our non-U.S. dollar functional currency international subsidiaries are transacted in U.S. dollars which could increase our foreign exchange rate risk caused by foreign currency transaction gains and losses. For non-U.S. dollar denominated sales, weakening of foreign currencies relative to the U.S. dollar generally leads us to raise international pricing, potentially reducing demand for our solutions.
In addition, even claims that ultimately are unsuccessful could result in our expenditure of funds in litigation and divert management’s time and other resources. 39 Table of Content Failure to comply with laws, regulations, or contractual provisions applicable to our business could cause us to lose government customers or our ability to contract with the U.S. and other governments.
In addition, even claims that ultimately are unsuccessful could result in our expenditure of funds in litigation and divert management’s time and other resources. Failure to comply with laws, regulations, or contractual provisions applicable to our business could cause us to lose government customers or our ability to contract with the U.S. and other governments.
Bribery Act 2010 prohibit us and our officers, directors, employees and business partners acting on our behalf, including agents and intermediaries, from corruptly offering, promising, authorizing or providing anything of value to a “foreign official” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment.
Bribery Act 2010 prohibit us and our officers, directors, employees and business partners acting on our behalf, including agents and intermediaries, from corruptly offering, promising, authorizing or providing 36 Table of Content anything of value to a “foreign official” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment.
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 An investment in our securities involves a high degree of risk. You should carefully consider the risks described below before making an investment decision.
ITEM 3. KEY INFORMATION A. [Reserved] B. Capitalization and Indebtedness Not applicable. 7 Table of Content C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors An investment in our securities involves a high degree of risk. You should carefully consider the risks described below before making an investment decision.
Business Overview – Data Privacy . Since our products and services are regularly used by law enforcement agencies, our customers may decide to store investigative data that may include sensitive information and PII using our SaaS-based solutions. Law enforcement agencies are often subject to specific laws and regulations pertaining to their field of activity.
Since our products and services are regularly used by law enforcement agencies, our customers may decide to store investigative data that may include sensitive information and PII using our SaaS-based solutions. Law enforcement agencies are often subject to specific laws and regulations pertaining to their field of activity.
If any of these circumstances materialize, the perception of the value of our products may decline, and our future revenue, and our financial and operating results, may be adversely affected. 8 Table of Content If law enforcement and other government agencies do not continue to purchase, accept and use our solutions, our revenue will be adversely affected.
If any of these circumstances materialize, the perception of the value of our products may decline, and our future revenue, and our financial and operating results, may be adversely affected. If law enforcement and other government agencies do not continue to purchase, accept and use our solutions, our revenue will be adversely affected.
Any such determination or perception by potential customers, the general public, government entities or judicial authorities could harm our reputation, may result in reduced usage or adoption rates of our C2C Platform by our customers and adversely affect our reputation, revenue, financial condition and results of operations.
Any such determination or perception by potential customers, the general public, government entities or judicial authorities could harm our reputation, may result in reduced usage or adoption rates of our digital investigation platform by our customers and adversely affect our reputation, revenue, financial condition and results of operations.
We are and will be subject to anti-corruption, anti-bribery, anti-money laundering and financial and economic sanctions laws and regulations in various jurisdictions in which we conduct or in the future may conduct activities, including the FCPA, the U.K. Bribery Act 2010, and other domestic or foreign anti-corruption laws and regulations. The FCPA and the U.K.
We are and will be subject to anti-corruption, anti-bribery, anti-money laundering and financial and economic sanctions laws and regulations in various jurisdictions in which we conduct or in the future may conduct activities, including the Foreign Corrupt Practices Act (the “FCPA”), the U.K. Bribery Act 2010, and other domestic or foreign anti-corruption laws and regulations. The FCPA and the U.K.
While none of these delays have been significant, they may become significant in the future or transition from delays to outright cancellation. In addition, deterioration of the global credit markets could adversely impact our ability to complete licensing transactions and services transactions.
While none of these delays have been significant, they may become significant in the future or transition from delays to outright cancellation. 23 Table of Content In addition, deterioration of the global credit markets could adversely impact our ability to complete licensing transactions and services transactions.
The sale and support of our solutions also entail the risk of product liability claims. We maintain errors and omissions insurance to protect against certain claims associated with the use of our solutions, but our insurance coverage may not adequately cover any claim asserted against us.
The sale and support of our solutions also entail the risk of product liability claims. We maintain errors and omissions insurance to protect against certain claims associated with the use of our solutions, but our insurance coverage may not adequately cover any claim 35 Table of Content asserted against us.
We are incorporated under Israeli law. The rights and responsibilities of holders of Ordinary Shares are governed by our amended and restated articles of association (the “Amended Articles”) and the Israeli Companies Law (the “Companies Law”). These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in typical U.S. corporations.
We are incorporated under Israeli law. The rights and responsibilities of holders of Ordinary Shares are governed by our amended and restated articles of association (the “Articles”) and the Israeli Companies Law (the “Companies Law”). These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in typical U.S. corporations.
Our revenue, financial and operating results may also be impacted by regulatory developments that diminish the need for certain features of our products or by changes in organizational structure within the public sector. For example, certain governments and regulators have proposed adopting alternate measures to ensure access to mobile devices for law enforcement.
Our revenue, financial and operating results may also be impacted by regulatory developments that diminish the need for certain products or by changes in organizational structure within the public 8 Table of Content sector. For example, certain governments and regulators have proposed adopting alternate measures to ensure access to mobile devices for law enforcement.
Because of the nature of certain of our DI solutions, including those used to access, collect, review, store, share and support digital evidence, the general public could perceive that the use of our solutions may result in violations of individual privacy rights.
Because of the nature of certain of our digital investigative and intelligence solutions, including those used to access, collect, review, store, share and support digital evidence, the general public could perceive that the use of our solutions may result in violations of individual privacy rights.
While we dedicate resources to ensure our compliance with applicable privacy laws, we are responsible and liable for PII and other personal data which our customers entrust in our C2C Platform and we process as part of the services we provide.
While we dedicate resources to ensure our compliance with applicable privacy laws, we are responsible and liable for PII and other personal data which our customers entrust in our digital investigation platform and we process as part of the services we provide.
However, Cellebrite cannot make any assurances that it will continue to follow such corporate governance requirements in the future, and may therefore in the future, rely on available Nasdaq exemptions that would allow Cellebrite to follow its home country practice.
However, we cannot make any assurances that it will continue to follow such corporate governance requirements in the future, and may therefore in the future, rely on available Nasdaq exemptions that would allow us to follow its home country practice.
We may be subject to information technology system breaches, failures, or disruptions that could harm our operations, financial condition or reputation. In the current environment, there are numerous and evolving risks to cybersecurity and privacy, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, employee malfeasance and human or technological error.
We may be subject to information technology system breaches, failures, or disruptions that could harm our operations, financial condition or reputation. There are numerous and evolving risks to cybersecurity and privacy, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, employee malfeasance and human or technological error.
Various countries regulate the export and import of certain encryption solutions and technology including cryptography or cryptanalytic capabilities, including import permits and licensing requirements, and have enacted laws that could limit our ability to distribute our solutions or could limit our customers’ ability to use our solutions in those countries.
Various countries regulate the export and import of certain encryption solutions and technology including cryptography or cryptanalytic capabilities, and have enacted laws that could limit our ability to distribute our solutions or could limit our customers’ ability to use our solutions in those countries.
If Cellebrite loses its status as a “foreign private issuer” in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States.
If we lose its status as a “foreign private issuer” in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States.
The number and significance of our legal disputes and inquiries may increase as we continue to grow larger, as our business has expanded in customer count and as our DI suite of solutions become more complex.
The number and significance of our legal disputes and inquiries may increase as we continue to grow larger, as our business has expanded in customer count and as our suite of solutions becomes more complex.
A “foreign private issuer” must disclose in its annual reports filed with the SEC each Nasdaq requirement with which it does not comply, followed by a description of its applicable home country practice. Cellebrite currently intends to follow the corporate governance requirements of Nasdaq.
A “foreign private issuer” must disclose in its annual reports filed with the SEC each Nasdaq requirement with which it does not comply, followed by a description of its applicable home country practice. We currently intend to follow the corporate governance requirements of Nasdaq.
State civil forfeiture statutes permit state governments to seize property with limited judicial oversight, often based on a preponderance of the evidence that the property was connected to criminal activity even if the owner of the property is not subject to criminal charges. A one-justice U.S.
State civil forfeiture statutes permit state governments to seize property with limited judicial oversight, often based on a preponderance of the evidence that the property was connected to criminal activity even if the owner of the property is not subject to criminal charges. An adverse U.S.
Moreover, Cellebrite is not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. issuers with securities registered under the Exchange Act, and is not subject to the rules prescribing the furnishing and content of proxy statements.
Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. issuers with securities registered under the Exchange Act, and are not subject to the rules prescribing the furnishing and content of proxy statements.
Such Israeli home country practices may afford less protection to holders of Cellebrite securities. Cellebrite currently relies on this “foreign private issuer exemption” only with respect to the quorum requirement for shareholder meetings and the requirement regarding distribution of annual and interim reports. For more information, see “ Part II, Item 16G.
Such Israeli home country practices may afford less protection to holders of our securities. We currently rely on this “foreign private issuer exemption” only with respect to the quorum requirement for shareholder meetings and the requirement regarding distribution of annual and interim reports. For more information, see “ Part II, Item 16G.
Any new export restrictions, new import restrictions, new legislation, changes in economic sanctions, or shifting approaches in the enforcement or scope of existing regulations, or in the countries, persons, or technologies targeted by such regulations, could result in decreased use of our products by existing customers with non-U.S. operations, declining adoption of our products by new customers with non-U.S. operations, limitation of our expansion into new markets, and decreased revenue and potential revenue growth.
Any new export restrictions, new import restrictions, new legislation, changes in economic sanctions, or shifting approaches in the enforcement or scope of existing regulations, or in the countries, persons, or technologies targeted by such regulations, could result in decreased use of our products by existing customers, declining adoption of our products by new customers, limitation of our expansion into new markets, and decreased revenue and potential revenue growth.
These factors could adversely affect our future revenue and limit our growth prospects. 23 Table of Content Evolving government procurement policies and increased emphasis on cost over performance could adversely affect our business. A significant majority of our customers are in the public sector.
These factors could adversely affect our future revenue and limit our growth prospects. 22 Table of Content Evolving government procurement policies and increased emphasis on cost over performance could adversely affect our business. A significant majority of our customers are public sector customers.
Such proceedings may result in substantial cost and require significant time from our management, even if the eventual outcome is favorable to us. In September 2024 we announced the patent for our Remote Mobile Collection solution.
Such proceedings may result in substantial cost and require significant time from our management, even if the eventual outcome is favorable to us. 25 Table of Content In September 2024, we announced the patent for our Remote Mobile Collection solution.
We generally keep up to three quarters of inventory on hand for long lead-time components to mitigate this risk, which we believe would give us enough time to resolve shortage due to an issue with a particular supplier, but it might not be enough time to resolve a shortage that stems from general market scarcity.
We generally keep substantial inventory on hand for long lead-time components to mitigate this risk, which we believe would give us enough time to resolve shortage due to an issue with a particular supplier, but it might not be enough time to resolve a shortage that stems from general market scarcity.
CyTech’s operations required it to issue facility security clearances under the National Industrial Security Program. The National Industrial Security Program requires that a corporation maintaining a facility security clearance be effectively insulated from foreign ownership, control or influence (“FOCI”). Because we are organized in Israel, we entered into agreement with the U.S.
CyTech’s operations require it to issue facility security clearances under the National Industrial Security Program (“NISP”). The NISP requires that a corporation maintaining a facility security clearance be effectively insulated from foreign ownership, control or influence (“FOCI”). Because we are organized in Israel, we entered into an agreement with the U.S.
The Company has implemented several internal processes and measures for deleting data shortly after completion of related services (in the case of Advanced Services), and that are designed to ensure managed, limited, brief and secure access to customers data, done strictly on a need-to-service basis. The Company uses internationally recognized information security measures and complies with industry standards.
We have implemented several internal processes and measures for deleting data shortly after completion of related services (in the case of Advanced Services), and that are designed to ensure managed, limited, brief and secure access to customers data, done strictly on a need-to-service basis. We use internationally recognized information security measures and complies with industry standards.
We have changed our pricing models in the past and expect that we will further change them from time to time in the future, including as a result of competition, global economic conditions, general reductions in our customers’ spending levels, pricing studies, delivert models or changes in how our solutions are broadly offered or consumed.
We have changed our pricing, licensing, and subscription models in the past and expect that we will further change them from time to time in the future, including as a result of competition, global economic conditions, general reductions in our customers’ spending levels, pricing studies, AI, new delivery models or changes in how our solutions are broadly offered or consumed.
Furthermore, although we offer extensive training options to customers, if customer personnel do not opt to enroll in training, stay current on the use of our solutions or are not well trained in the use of our solutions, customers may not realize the full value of our solutions, open more support tickets, turn to our technical support more often, demand the attention of our customer satisfaction teams, or may defer the deployment of our solutions and solutions, may deploy them in a more limited manner than originally anticipated, or may not deploy them at all.
Furthermore, although we invest in ongoing, proactive outreach by our customer experience staff and offer extensive training options to customers, if customer personnel do not opt to enroll in training, stay current on the use of our solutions, are not receptive to our outreach or are not well trained in the use of our solutions, customers may not realize the full value of our solutions, open more support tickets, turn to our technical support more often, demand the attention of our customer satisfaction teams, or may defer the deployment of our solutions and solutions, may deploy them in a more limited manner than originally anticipated, or may not deploy them at all.
To the extent that we incur expenses in one currency but earn revenue in another, any change in the values of those foreign currencies relative to the USD could cause our profits to decrease (as was the case in 2022) depending on the magnitude of the changes in foreign currencies, or our products to be less competitive against those of our competitors.
To the extent that we incur expenses in one currency but earn revenue in another, any change in the values of those foreign currencies relative to the U.S. dollar could cause our profits to decrease (as was the case in 2022 and in 2025) depending on the magnitude of the changes in foreign currencies, or our products to be less competitive against those of our competitors.
The procurement process for government agencies can be more challenging than contracting in the private sector and can impose additional costs and complicate sales efforts.
The procurement processes for government agencies can be more challenging than contracting in the private sector, and they can impose additional costs and complicate sales efforts.
Accordingly, if you own Cellebrite’s securities, you may receive less or different information about Cellebrite than that you would receive about a U.S. issuer. In addition, as a “foreign private issuer” whose securities are listed on Nasdaq, Cellebrite is permitted to follow certain home country corporate governance practices in lieu of certain Nasdaq requirements.
Accordingly, if you own our securities, you may receive less or different information about us than that you would receive about a U.S. issuer. In addition, as a “foreign private issuer” whose securities are listed on Nasdaq, we are permitted to follow certain home country corporate governance practices in lieu of certain Nasdaq requirements.
For more information, see “ Risks Relating to an Investment in our Securities— Future resales of the Ordinary Shares issued in connection with the Business Combination may cause the market price of the Ordinary Shares to drop significantly, even if Cellebrite’s business is doing well .” Our share price may also be volatile for other reasons, including: • announcements by us or our competitors regarding, among other things, strategic changes, new products, product enhancements or technological advances, acquisitions, major transactions, significant litigation or regulatory matters, stock repurchases, or management changes; • analyst reports or press coverage of such reports, including with respect to changes in recommendations or earnings estimates or growth rates by financial analysts, changes in investors’ or analysts’ valuation measures for our securities, our security solutions and customers, speculation regarding strategy or mergers and acquisitions (“M&A”), or market trends unrelated to our performance; • stock sales by us or our directors, officers, or other significant holders, or stock repurchases by us; • hedging or arbitrage trading activity by third parties; • actual or anticipated fluctuations in our results of operations; • market conditions in our industry and changes in the estimation of the future growth and size of our markets; • real or perceived future dilution risk; • meaningful M&A activities, actual or anticipated, or lack thereof; • the trading volume of our ordinary shares; and • general economic, regulatory, political and market conditions.
For more information, see “ Risks Relating to an Investment in our Securities— Future issuances of Ordinary Shares by us or resales of our Ordinary Shares m a y c a u s e t h e m a r k e t p r i c e o f t h e Ordinary Shares to drop significantly, even if our business is doing well . ” Our share price may also be volatile for other reasons, including: • announcements by us or our competitors regarding, among other things, strategic changes, new products, product enhancements or technological advances, acquisitions, major transactions, significant litigation or regulatory matters, stock repurchases, or management changes; • analyst reports or press coverage of such reports, including with respect to changes in recommendations or earnings estimates or growth rates by financial analysts, changes in investors’ or analysts’ valuation measures for our securities, our security solutions and customers, speculation regarding strategy or mergers and acquisitions (“M&A”), or market trends unrelated to our performance; • stock sales by us or our directors, officers, or other significant holders, or stock repurchases by us; • hedging or arbitrage trading activity by third parties; • actual or anticipated fluctuations in our results of operations; • market conditions in our industry and changes in the estimation of the future growth and size of our markets; • real or perceived future dilution risk; • meaningful M&A activities, actual or anticipated, or lack thereof; • the trading volume of our ordinary shares; and • general economic, regulatory, political and market conditions.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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We have internal processes for deleting such data shortly after the completion of the customer support. In addition, customers may use our investigative management solution, the Guardian, to store, share and review sensitive data, including PII, when they decide to store such data in our investigative management SaaS-based solution.
We have internal processes for deleting such data shortly after the completion of customer support. In addition, customers may use our investigative management solution, the Guardian, to store, share and review sensitive data, including PII, when they decide to store such data in our investigative management SaaS-based solution.
In addition, as part of the provision of our Advanced Services in which we serve as an outsourced lab, we extract data which may include sensitive data and PII, from digital sources that are sent to us by our customers.
In addition, as part of the provision of our Advanced Services in which we serve as an outsourced lab, we extract data that may include sensitive data and PII, from digital sources that are sent to us by our customers.
Data Privacy Our products are mostly used as an on-premise solution and are generally operated by our customers without our involvement. Nevertheless, our service operators occasionally have brief and limited access to customer data, including PII, when they receive calls for technical support, or when they maintain or operate the relevant solution.
Our products are mostly used as an on-premise solution and are generally operated by our customers without our involvement. Nevertheless, our service operators occasionally have brief and limited access to customer data, including PII, when they receive calls for technical support, or when they maintain or operate the relevant solution.
More specifically, as a result of a search warrant or owner consent, our solutions are designed to help our users lawfully access and extract digital data, including encrypted, deleted or hidden data, from the widest range of mobile phones, including smartphones, feature phones and basic phones, computers and cloud-based applications.
More specifically, as a result of a search warrant or owner consent, our digital forensics solutions are designed to help our users lawfully access and extract digital data, including encrypted, deleted or hidden data, from the widest range of mobile phones, including smartphones, feature phones and basic phones, computers and cloud-based applications.
Our sales professionals work with current and prospective customers to understand and address the challenges they face, enabling them to identify opportunities to expand sales volumes, introduce key offerings within our full suite of C2C solutions, and cultivate relationships with key decision makers in new buying centers within large agencies.
Our sales professionals work with current and prospective customers to understand and address the challenges they face, enabling them to identify opportunities to expand sales volumes, introduce key offerings within our full suite of solutions, and cultivate relationships with key decision makers in new buying centers within large agencies.
On August 30, 2021, the Merger was consummated and Merger Sub merged with and into TWC, the separate corporate existence of Merger Sub ceased and TWC became the surviving corporation and a wholly-owned subsidiary of Cellebrite.
On August 30, 2021, the Merger was consummated and Merger Sub merged with and into TWC, the separate corporate existence of Merger Sub ceased and TWC became the surviving corporation and a wholly-owned subsidiary of Cellebrite (the “Closing”).
The license contains customary undertakings from customers and additionally requires them not to use the software in violation of applicable laws (including laws with respect to privacy and other human rights and the rights of individuals), any human rights standards and best practices including internationally recognized human rights instruments, such as the Universal Declaration of Human Rights, or in support of any illegal activity or to violate the rights of any third party.
The subscription contains customary undertakings from customers and additionally requires them not to use the software in violation of applicable laws (including laws with respect to privacy and other human rights and the rights of individuals), any human rights standards and best practices including internationally recognized human rights instruments, such as the Universal Declaration of Human Rights, or in support of any illegal activity or to violate the rights of any third party.
Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, retention, disclosure, security, transfer, and other processing of data that identifies or may be used to identify or locate an individual. Some countries and regions have passed legislation that imposes significant obligations in connection with privacy, data protection, and information security, including the GDPR.
Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, retention, disclosure, security, transfer, and other processing of data that identifies or may be used to identify or locate an individual. Some countries and regions have passed legislation that imposes significant obligations in connection with privacy, data protection, and information security.
Cellebrite Advanced Services helps its customers reduce device backlog and address evolving technological workloads. Customers Cellebrite’s base of approximately 7,000 customers include approximately 5,300 federal, state and local agencies as well as approximately 1,700 corporations and service providers. In 2024, Cellebrite’s Public Sector Customers accounted for more than 90% of total revenue.
Cellebrite Advanced Services helps its customers reduce device backlog and address evolving technological workloads. Customers Cellebrite’s base of approximately 7,000 customers include approximately 5,300 federal, state and local agencies as well as approximately 1,700 corporations and service providers. In 2025, Cellebrite’s Public Sector Customers accounted for more than 90% of total revenue.
As we drive greater adoption of our cloud-based solutions, we plan to continue making investments to further scale our Cellebrite Cloud Platform infrastructure, aiming to achieve compliance with various technical program requirements, standards and certifications for deployment of our cloud-based solutions at scale by federal and state government customers in the different regions we sell to.
As we drive greater adoption of our cloud-delivered solutions, we plan to continue making investments to further scale our Cellebrite Cloud Platform infrastructure, aiming to achieve compliance with various technical program requirements, standards and certifications for deployment of our cloud-delivered solutions at scale by federal and state government customers in the different regions we sell to.
One instance where we may have access to PII, Personal and investigative data is when a customer calls for technical support, they sometimes share data with our technical support teams or grant service operators access to data for the purpose of performing services, such as bug fixing, research and analysis.
One instance where we may have access to personal information and investigative data is when a customer calls for technical support, they sometimes share data with our technical support teams or grant service operators access to data for the purpose of performing services, such as bug fixing, research and analysis.
License Terms The license to use our products is granted to customers on a limited, non-transferable, non-sublicensable, territory and subscription basis.
Subscription Terms The subscription to use our products is granted to customers on a limited, non-transferable, non-sublicensable, territory and subscription basis.
For example, under the Defense Export Control Law, an Israeli company may not conduct “defense marketing activity” without a defense marketing license from the Israeli Ministry of Defense and, subject to certain marketing license exceptions, is subject to a licensing requirement from the Israeli Ministry of Defense for any export of controlled defense goods, services and/or know-how.
For example, under the Defense Export Control Law, 5767-2007, an Israeli company may not conduct “defense marketing activity” without a defense marketing license from the Israeli Ministry of Defense and, subject to certain exceptions, is subject to a licensing requirement from the Israeli Ministry of Defense for the export of any controlled defense goods, services and/or know-how.
We believe that these investments will enable our customers to leverage their use of our cloud-based offerings, support faster and more cost-effective procurement processes, eliminate duplicative assessment efforts and ensure consistent application of information security standards.
We believe that these investments will enable our customers to leverage their use of our cloud-delivered offerings, support faster and more cost-effective procurement processes, eliminate duplicative assessment efforts and ensure consistent application of information security standards.
(Delaware) All subsidiaries are 100% owned by Cellebrite DI Ltd., except: Cellebrite Canada Mobile Data Solutions Ltd., which is 100% owned by Cellebrite UK Limited, Cellebrite Digital Intelligence LP which is 99% owned by Cellebrite DI Ltd., and 1% owned by Cellebrite Inc., Cellebrite Digital Intelligence Solutions Private Limited which is 99.99% owned by Cellebrite DI Ltd and 0.01% owned by Cellebrite Asia Pacific Pte Ltd., and Cellebrite Federal Solutions Inc. which is 100% owned by Cellebrite Inc.
Canada All subsidiaries are 100% owned by Cellebrite DI Ltd., except: Cellebrite Canada Mobile Data Solutions Ltd., which is 100% owned by Cellebrite UK Limited, Cellebrite Digital Intelligence LP which is 99% owned by Cellebrite DI Ltd., and 1% owned by Cellebrite Inc., Cellebrite Digital Intelligence Solutions Private Limited which is 99.99% owned by Cellebrite DI Ltd and 0.01% owned by Cellebrite Asia Pacific Pte Ltd., Cellebrite Federal Solutions Inc. which is 100% owned by Cellebrite Inc. and Corellium, Inc. which is 100% owned by Cellebrite Inc.
We also modify and enhance certain digital forensic solutions for our Public Sector Customers and develop new capabilities that address the specific needs of our enterprise customers and service providers, including capabilities aimed at helping them identify relevant data faster. Technology Infrastructure Historically, our software solutions have been deployed on premise by our customers.
We also modify and enhance certain digital forensic solutions for our Public Sector Customers and develop new capabilities that address the specific needs of our enterprise customers and service providers, including capabilities aimed at helping them identify relevant data faster. Technology Infrastructure Historically, our software solutions were deployed on premise by our customers.
In addition, we may become subject to new or heightened legal, ethical or other challenges arising out of the perceived or actual impact of AI on human rights, intellectual property, privacy and employment, among other issues, and we may experience brand or reputational harm, legal liability or increased costs associated with those issues.
In addition, we may become subject to new or heightened legal, ethical or other challenges arising out of the perceived or actual impact of AI on human rights, intellectual property, privacy and employment, among other issues, and we may experience brand or reputational harm, legal liability or increased costs 67 Table of Content associated with those issues.
We typically compete with specialized vendors who focus on addressing certain parts of the digital investigation lifecycle. Some competitors have a specialty in digital forensics software, while others primarily offer analytics tools. Nevertheless, consolidation in the industry in recent years has resulted in certain competitors providing a broader range of solutions.
We typically compete with specialized vendors who focus on addressing certain investigation workflows. Some competitors have a specialty in digital forensics software, while others primarily offer analytics tools. Nevertheless, consolidation in the industry in recent years has resulted in certain competitors providing a broader range of solutions.
Financial Information . ” Historically, we generate the majority of our revenue in the second half of our fiscal year with 54%, 54% and 54% of total annual revenue occurring in the second half of 2024, 2023 and 2022, respectively.
Financial Information . ” Historically, we generate the majority of our revenue in the second half of our fiscal year with 54%, 54% and 54% of total annual revenue occurring in the second half of 2025, 2024 and 2023, respectively.
Investigative units using our solutions are typically responsible for the investigation of serious crimes including child exploitation, homicide, anti-terror, border control, sexual crimes, organized crime, human trafficking, financial crimes including those involving cryptocurrency, corporate security, and intellectual property theft.
Investigative units using our 58 Table of Content solutions are typically responsible for the investigation of serious crimes including child exploitation, homicide, anti-terror, border control, sexual crimes, organized crime, human trafficking, financial crimes including those involving cryptocurrency, corporate security, and intellectual property theft.
Our top 25 customers accounted for 25% of total 2024 revenue, which compares with our top 25 customers accounting for 26% of total 2023 revenue. Our customer base is geographically diverse. For a breakdown of our revenue by geography, see Note 17 to our consolidated financial statements in “ Part III, Item 18.
Our top 25 customers accounted for 25% of total 2025 revenue, which compares with our top 25 customers accounting for 25% of total 2024 revenue. Our customer base is geographically diverse. For a breakdown of our revenue by geography, see Note 17 to our consolidated financial statements in “ Part III, Item 18.
Our ability to expand existing customer relationships is partially reflected in our 124% recurring revenue dollar-based net retention rate (NRR) as of December 31, 2024. While we have an extensive global customer base that serves as the foundation for much of our growth, we continue to win business with new public and private sector customers.
Our ability to expand existing customer relationships is partially reflected in our 116% recurring revenue dollar-based net retention rate (NRR) as of December 31, 2025. While we have an extensive global customer base that serves as the foundation for much of our growth, we continue to win business with new public and private sector customers.
Investigative units within larger law enforcement agencies sometimes establish and manage multiple divisions or sub-units comprising teams of detectives, investigators, analysts or other specialized professionals who focus on specific crime types such as homicide, gangs, sex crimes, crimes against children, narcotics and many others. 64 Table of Content No organization accounted for more than 5% of our total 2024 revenue.
Investigative units within larger law enforcement agencies sometimes establish and manage multiple divisions or sub-units comprising teams of detectives, investigators, analysts or other specialized professionals who focus on specific crime types such as homicide, gangs, sex crimes, crimes against children, narcotics and many others. No organization accounted for more than 5% of our total 2025 revenue.
In addition, we have offices in the following locations: Morristown, New Jersey; Ottawa, Canada; Singapore; New Delhi, India; Tokyo, Japan; Sao Paulo, Brazil; London, UK; Munich, Germany and Tel Aviv, Israel. Our offices support functions across sales and marketing, services, research and development, and operations and administration.
In addition, we have offices in the following locations: Morristown, New Jersey; Delray Beach, Florida; Ottawa, Canada; Singapore; New Delhi, India; Tokyo, Japan; Sao Paulo, Brazil; London, UK; Munich, Germany, Tel Aviv, Israel and Jerusalem, Israel. Our offices support functions across sales and marketing, services, research and development, and operations and administration.
Over the past several years, we have successfully transitioned the vast majority of our customers from perpetual software licenses to subscription licenses. Total license subscription revenue represented 88%, 86% and 80% of our total annual revenue for the years ending December 31, 2024, 2023 and 2022, respectively.
Over the past several years, we have successfully transitioned the vast majority of our customers from perpetual software licenses to subscription licenses. Total license subscription revenue represented 90%, 88% and 86% of our total annual revenue for the years ending December 31, 2025, 2024 and 2023, respectively.
Strategy and Key Strategic Priorities Our growth is underpinned by an ongoing commitment to fund innovation and execute on our go-to-market initiatives intended to further expand the scope of existing customer relationships across our global installed customer base and win business with new customers.
Growth Strategy Our growth is underpinned by an ongoing commitment to fund innovation and execute on our go-to-market initiatives intended to further expand the scope of existing customer relationships across our global customer base and win business with new customers.
Cellebrite conducts a low volume of its business via e-commerce, and our e-commerce system is available only to customers who have a valid license to use Cellebrite’s solutions. For more information regarding our e-commerce system, see – “Part I, Item 3. Key Information —D.
We conduct a low volume of its business via e-commerce, and our e-commerce system is available only to customers who have a valid license to use Cellebrite’s solutions. For more information regarding our e-commerce system, see – “Part I, Item 3. Key Information —D.
We believe that Pathfinder is differentiated by the ability to: • analyze vast volumes of structured and unstructured mobile data from multiple phones as well as data from other digital sources in order to surface leads and identify connections among suspects, witnesses and victims; • Apply AI and machine learning models to perform image categorization, data aggregation, audio-to-text analysis, object character recognition and facial similarities; • support collaboration across teams and agency departments; and • generate timely, comprehensive reports.
We believe our AI-powered, multi-phone analytics solution is differentiated by the ability to: • Analyze vast volumes of structured and unstructured mobile data from multiple phones as well as data from other digital sources in order to surface leads and identify connections among suspects, witnesses and victims; • Apply AI and machine learning models to perform image categorization, data aggregation, audio-to-text analysis, object character recognition and facial similarities; • Support collaboration across teams and agency departments; and • Generate timely, comprehensive reports.
Inseyets is designed to help law enforcement agencies of all sizes complete device examinations faster, thereby supporting their efforts to expedite investigations and reduce device backlog. Cellebrite’s AI-powered capabilities within Inseyets enable examiners to quickly identify and validate potentially valuable digital evidence.
Our digital forensics software is designed to help law enforcement agencies of all sizes complete device examinations faster, thereby supporting their efforts to expedite investigations and reduce device backlog. Cellebrite’s AI-powered capabilities enable examiners to quickly identify and validate potentially valuable digital evidence.
We complement and augment our support teams with a range of online resources including those available through the MyCellebrite Learning Hub and via our user community called “The 101”. Competition We deliver a broad set of capabilities across the Case to Closure investigative workflow to support an expansive, global customer base.
We complement and augment our support teams with a range of online resources including those available through the MyCellebrite Learning Hub and via our user community called “The 101”. Competition We deliver a broad set of capabilities across the digital investigative lifecycle to support our expansive, global customer base.
Our business has historically generated strong cash flow from operations and has been minimally capital intensive. As of December 31, 2024, we reported cash and cash equivalents, cash deposits, short-term marketable securities and long-term marketable securities totalin g $ 483.8 million with no outstanding debt.
Our business has historically generated strong cash flow from operations and has been minimally capital intensive. As of December 31, 2025, we reported cash and cash equivalents, cash deposits, short-term marketable securities and long-term marketable securities totalin g $535.0 million with no outstanding debt.
Inseyets also leverages technical alliances with specialist technology vendors that make it possible to analyze blockchain transactions together with related data from an extensive list of sources to help investigators identify and categorize wallets and transactions.
Through technical alliances with specialist technology vendors, we also make it possible to analyze blockchain transactions together with related data from an extensive list of sources to help investigators identify and categorize wallets and transactions.
The CPRA also created a new state agency that is vested with authority to implement and enforce the CCPA and the CRPA. Similar laws passed in numerous other U.S. states with several that went into effect in 2024 and 2025 and other that will become effective in the near future. Additional U.S. states are considering, similar data privacy laws.
The CPRA also created a new state agency that is vested with authority to implement and enforce the CCPA and the CRPA. Similar laws passed in numerous other U.S. states that are currently in effect or will become effective in the near future. Additional U.S. states are considering, similar data privacy laws.
Additionally, certain competitors may be able to leverage their technical expertise or sales resources to respond more effectively than we can to changing or emerging technologies, standards and regulations or customer requirements. Within the Digital Forensics Units, our digital forensics software offerings primarily compete with Magnet Forensics Inc.
Additionally, certain competitors may be able to leverage their technical expertise or sales resources to respond more effectively than we can to changing or emerging technologies, standards and regulations or customer requirements. 62 Table of Content Digital Forensics: Our digital forensics software offerings primarily compete with Magnet Forensics Inc.
For more information, see “—Issues in the use of artificial intelligence (“AI”) (including machine learning) in our C2C Platform may result in reputational harm, liability or impact our financial results.” Intellectual Property Our suite of DI solutions is based on proprietary software and related intellectual property rights.
For more information, see “— Issues in the use of AI (including machine learning) in our solutions may result in reputational harm, liability or impact our financial results .” Intellectual Property Our suite of solutions is based on proprietary software and related intellectual property rights.
Legal Proceedings See “ Part I, Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings .” C. ORGANIZATIONAL STRUCTURE The Company was incorporated on April 13, 1999 under Israeli Law and has subsidiaries in the United States, Germany, Singapore, Australia, Brazil, United Kingdom, France, Canada, Japan and India, which are listed below: SUBSIDIARIES OF CELLEBRITE DI LTD.
Consolidated Statements and Other Financial Information—Legal Proceedings .” C. ORGANIZATIONAL STRUCTURE The Company was incorporated on April 13, 1999 under Israeli Law and has subsidiaries in the United States, Germany, Singapore, Australia, Brazil, United Kingdom, France, Canada, Japan and India, which are listed below: 68 Table of Content SUBSIDIARIES OF CELLEBRITE DI LTD.
The security holders of TWC became security holders of Cellebrite (the transactions consummated are referred to herein as the “Merger”). 57 Table of Content On August 15, 2024, we announced a redemption of all our Warrants to purchase Ordinary Shares, following which 19,878,580 Public Warrants were exercised on a cashless basis, 4,645 Public Warrants were exercised for cash and all of the 9,666,667 outstanding Private Warrants were exercised on a cashless basis, resulting in the issuance of an aggregate of 10,109,085 Ordinary Shares.
The security holders of TWC became security holders of Cellebrite and Cellebrite became a publicly traded company with its securities listed on Nasdaq (the transactions consummated are referred to herein as the “Merger). 53 Table of Content On August 15, 2024, we announced a redemption of our Warrants to purchase Ordinary Shares, following which 19,878,580 Public Warrants were exercised on a cashless basis, 4,645 Public Warrants were exercised for cash and all of the 9,666,667 outstanding Private Warrants were exercised on a cashless basis, resulting in the issuance of an aggregate of 10,109,085 Ordinary Shares.
In recent years, these new logo wins have contributed approximately two percentage points to our annual recurring revenue growth. Within a law enforcement agency, we primarily sell to Investigative & Intelligence Units with a historical focus on their Digital Forensic Units.
In 2025, these new logo wins contributed less than two percentage points to our annual recurring revenue growth. Within a law enforcement agency, we primarily sell to Investigative & Intelligence Units with a historical focus on their Digital Forensic Units.
Japan Cellebrite Australia PTY Limited Australia Cellebrite Digital Intelligence LP U.S. (Delaware) Cellebrite Federal Solutions Inc. U.S.
Japan Cellebrite Australia PTY Limited Australia Cellebrite Digital Intelligence LP U.S. (Delaware) Cellebrite Federal Solutions Inc. U.S. (Delaware) Corellium, Inc. U.S. (Delaware) SCG Canada Inc.
Cellebrite’s digital forensic software offerings capture the necessary data to advance eDiscovery and corporate investigations, which in turn, enables the customer to build a comprehensive digital picture, recover critical information, better understand cybersecurity intrusions — all while protecting employees’ privacy.
Cellebrite’s digital forensic software offerings for the private sector are consent-based, capturing the necessary data to advance eDiscovery and corporate investigations, which in turn, enables the customer to build a comprehensive digital picture, recover critical information, better understand cybersecurity intrusions — all while protecting employees’ privacy.
D. PROPERTY, PLANTS AND EQUIPMENT Our main offices are currently located in a 6,386 square meter facility that we lease in Petah-Tikva, Israel, where the premises are used for all aspects of our operations (except for our factory). Our lease for this facility currently stands to expire on May 15, 2026.
D. PROPERTY, PLANTS AND EQUIPMENT Our main offices are currently located in a 6,386 square meter facility that we lease in Petah-Tikva, Israel, where the premises are used for all aspects of our operations (except for our factory). Our lease for this facility expires on June 30, 2027.
We are required to comply with the GDPR and, following the exit of the UK from the EU, the UK equivalent, the implementation of which exposes us to two parallel data protection regimes in Europe, each of which impose several stringent requirements for controllers and processors of personal data and could make it more difficult to and/or more costly for us to collect, store, use, transmit and process personal and sensitive data.
Implementation of the GDPR and the UK equivalent exposes us to two parallel data protection regimes, each of which impose several stringent requirements for controllers and processors of personal data and could make it more difficult to and/or more costly for us to collect, store, use, transmit and process personal and sensitive data.
As a result, for the purposes of the GDPR and the UK equivalent legislation, we are not considered to be a controller regarding our customers' PII processed as part of the services provided to them and serve as a processor in a limited number of circumstances, within the meaning of those terms under applicable data privacy laws.
For the purposes of the GDPR and the UK equivalent, we are not considered to be a controller regarding our customers' PII processed as part of the services provided to them and serve as a processor in a limited number of circumstances.
We cannot fully predict the impact of these state laws on our business or operations, but it may require us to modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply.
We cannot fully predict the impact of these state laws on our business or operations, but they may require us to modify our data 66 Table of Content processing practices and policies and to incur substantial costs and expenses in an effort to comply. In addition to the growing number of state-level privacy laws, the U.S.
We also lease a 1,445 square meters facility in Kiryat Malachi, Israel where the premises are used for our hardware factory.
We also lease a 1,445 square meter facility in Kiryat Malachi, Israel where the premises are used for our hardware factory. Our lease for this facility expires on February 28, 2031.
In addition, we will continue to thoughtfully evolve our go-to-market plans to deliver our cloud-based solutions in ways that align with the customers and geographies best suited for near-term adoption.
In addition, we will continue to thoughtfully evolve our go-to-market plans to deliver our cloud-based solutions in ways that align with the customers and geographies best suited for near-term adoption. 60 Table of Content Go-to-Market: Sales, Marketing, Customer Success & Technical Customer Support Sales Our sales and marketing activities reflect the size of the customer opportunity.
As a result of these benefits, we believe that demand for DI solutions will remain strong for the foreseeable future.
As a result of these benefits, we believe that demand for our solutions will remain strong for the foreseeable future while also informing the ongoing enhancement and expansion of our solutions.
States continue to revise and pass new privacy-related legislation. For example, California’s privacy law the CCPA, and follow-on legislation in the CPRA, provides for civil penalties for violations, as well as a private right of action for data breaches that may increase data breach litigation.
For example, the California Consumer Privacy Act (CCPA) and follow-on legislation in the California Privacy Rights Act (CPRA), provide for civil penalties for violations, as well as a private right of action for data breaches that may increase data breach litigation.
Our Workflow and Evidence Management solution, Guardian, addresses a growing trend to manage digital evidence with a SaaS-based delivery model, which enables investigators, prosecutors, defense attorneys and other authorized personnel to review and analyze this information. Most customers have yet to adopt workflow and evidence management solutions to support digital evidence workflows and often manage digital evidence on external storage.
Digital Investigations and Analytics: Our SaaS-based evidence management solution, Guardian Forensics, addresses a growing trend to manage digital evidence with a cloud-based delivery model, which enables investigators, prosecutors, defense attorneys and other authorized personnel to review and analyze this information.
Our activities may be subject to certain economic sanctions laws including the laws of the State of Israel and the United States, and we have adopted policies to ensure we remain compliant with such applicable regimes, laws and regulations. In addition, we have adopted policies and procedures to restrict sales in certain additional countries and to designated entities and individuals.
Sanctions Our activities are subject to certain economic sanctions laws including under the laws of the State of Israel and the United States. In addition, we have adopted policies and procedures to restrict sales in certain additional countries.
As we continue to innovate and improve our offerings by leveraging AI, jurisdictions are turning increasing attention to the regulation and governance of the use of AI and machine learning technologies.
Non-compliance with the PPL may lead to enforcement actions, litigation, including class actions, and substantial fines and penalties. AI As we continue to innovate and improve our offerings by leveraging AI, jurisdictions are turning increasing attention to the regulation and governance of the use of AI and machine learning technologies.
In addition to the regulations outlined below, our operations also are subject to various laws and regulations governing the occupational health and safety of our employees and wage regulations, in each of the respective jurisdictions that we operate. Sanctions and Export Controls We are subject to Israeli regulations controlling the export of encryption technology.
Regulations We are subject to various laws and regulations on import and export controls, sanctions, privacy, and data protection. In addition to the regulations outlined below, our operations also are subject to various laws and regulations governing employment matters, and the occupational health and safety of our employees and wage regulations.
Leveraging AI and machine learning, Pathfinder helps automate data analysis and visualization, which, in turn, reduces the time spent manually reviewing digital evidence and enables actionable insights into a wide range of crime types.
This solutions helps investigators, analysts, prosecutors and other relevant personnel accelerate legally sanctioned investigations by surfacing leads, highlighting patterns and identifying important connections. Leveraging AI and machine learning, Pathfinder helps automate data analysis and visualization, which, in turn, reduces the time spent manually reviewing digital evidence and enables actionable insights into a wide range of crime types.
For more information, see “ Part I, Item 10. Additional Information—H. Documents on Display .” B. BUSINESS OVERVIEW Our Mission Our mission is to provide the primary suite of digital investigative software solutions for public and private sector customers.
For more information, see “ Part I, Item 10. Additional Information—H. Documents on Display .” B. BUSINESS OVERVIEW Overview Overview & Mission Our mission is to provide AI-powered digital investigative and intelligence software solutions that help protect nations, communities and businesses.
We own a number of registered trademarks, including “Cellebrite”, “UFED” and other pending applications. Cellebrite also owns a number of domain names, including http://www.cellebrite.com. 75 Table of Content Recent Acquisitions On July 16, 2024, Cellebrite acquired Cyber Technology Services, Inc.
We own a number of registered trademarks, including “Cellebrite”, “UFED” and other pending applications. Cellebrite also owns a number of domain names, including http://www.cellebrite.com.
As a result, they are better positioned to accelerate investigations and close more cases faster while reducing device backlog and increasing efficiencies. 60 Table of Content Technology is also transforming other key elements within the digital investigative lifecycle.
As a result, they are better positioned to accelerate investigations and close more cases faster while reducing device backlog and increasing efficiencies. Technology is also transforming other key elements within the digital investigative lifecycle. The use of AI-driven and other powerful tools, systems and solutions enables law enforcement agencies to reduce or eliminate previously manual, time-consuming tasks.
We may terminate any license, among other things, in the event of a material breach that is not cured after 30 days’ notice.
We may terminate any license, among other things, in the event of a material breach that is not cured after 30 days’ notice. In addition, we may disable the use of our software, among other things, if it is determined that our products were used in violation of the license or applicable laws.
In conjunction with this activity, we work closely with Amazon Web Services (AWS) to develop and scale our Cellebrite Cloud Platform, which we use to deliver our cloud-based solutions across the digital investigation end to end flow.
In recent years, our customers have begun to utilize cloud-delivered solutions. We have responded by evolving our technology infrastructure and software development. We work closely with Amazon Web Services (AWS) to develop and scale our Cellebrite Cloud Platform, which we use to deliver our cloud-delivered solutions across the digital investigation end to end flow.
If this occurs and if we determine that this provision applies to some or all of our products, we may need to adapt our licensing, marketing and export practices to accommodate this regulatory change. 72 Table of Content Various other countries in which we operate also regulate the import of certain encryption, decryption and cryptographic solutions and technology, including import permitting and licensing requirements, and have enacted laws that could limit our ability to distribute our solutions or could limit our customers’ ability to implement our solutions in those countries.
Import Regulations Various other countries in which we operate regulate the import of certain decryption and cryptographic solutions and technology, including import permitting and licensing requirements, and have enacted laws that could limit our ability to distribute our solutions or could limit our customers’ ability to implement our solutions in those countries.
The Wassenaar Arrangement is a multilateral export control regime with 42 participating states. Although Israel is not a party to the Wassenaar Arrangement, it has adopted the Wassenaar Arrangement List of Dual Use Goods and Technologies and the goods and technologies listed therein are subject to Israeli export control laws and regulations.
Although Israel is not a party to the Wassenaar Arrangement, it has adopted the Wassenaar Arrangement List of Dual Use Goods and Technologies and the goods and technologies listed therein, which could be understood to include digital forensic technologies as well as the cryptographic capabilities in our products, are subject to Israeli export control laws and regulations.
We also provide, in collaboration with our partners, CryptoCurrency Investigative Solutions for analyzing blockchain transactions together with related data from an extensive list of sources to help investigators identify and categorize wallets and transactions.
We also provide, in collaboration with our partners, CryptoCurrency Investigative Solutions for analyzing blockchain transactions together with related data from an extensive list of sources to help investigators identify and categorize wallets and transactions. Prevention & Intelligence Corellium, which Cellebrite acquired in December 2025, provides virtualization software for devices that rely on power-efficient Arm processors (“Arm-based Virtualization Software”).
Our registered office is currently located at 94 Shlomo Shmelzer Road, Petah Tikva 4970602, Israel, which also currently serves as our principal executive offices, and our telephone number is +972-(73) 394-8000. On April 8, 2021, we entered into the Merger with TWC, a publicly listed special purpose acquisition company and Merger Sub in the USA.
Our registered office is currently located at 94 Shlomo Shmelzer Road, Petah Tikva 4970602, Israel, which also currently serves as our principal executive offices, and our telephone number is +972-(73) 394-8000.
Our lease for this facility was extended until February 28, 2031. 76 Table of Content Our US main offices are currently located in a 12,698 sq. ft facility that we lease in Vienna, VA USA, where the offices are used for our sales, marketing and other go-to-market activities in the Americas.
Our USA main offices are currently located in a 31,901 sq. ft facility that we lease in Mclean, VA, USA, where the offices are used for our sales, marketing and other go-to-market activities in the Americas. Our lease for this facility expires on June 30, 2036.
With a strong financial foundation, our growth strategy also includes disciplined pursuit and evaluation of acquisition candidates that can help us accelerate innovation and speed time to market with C2C offerings, capabilities and features that can deepen existing customer relationships or enable us to expand our total addressable market, accelerate revenue growth, broaden our customer base, penetrate new buying centers within the installed customer base, or gain further scale with our SaaS offerings. 67 Table of Content Research and Development Our ongoing investment in research and development is focused on enhancing our existing offerings with new features, functionality and capabilities as well as developing new offerings aiming to address evolving customer needs.
With a strong financial foundation, our growth strategy also includes disciplined pursuit and evaluation of acquisition candidates that can help us accelerate innovation and speed time to market with enhanced and new offerings, capabilities and features that can deepen existing customer relationships, increase our customer base, expand our total addressable market, accelerate revenue growth, or gain further operational scale.
In 2025, we plan to hold our first user conference, the C2C Summit, which will enable us to fortify existing customer relationships, showcase our solutions and provide high-quality educational sessions. 69 Table of Content Customer Success & Technical Customer Support: We provide our customers with post-sale support to help customers maximize the utility of our offerings, address time-sensitive questions about the features and functionality of our solutions, and respond to technical issues that may arise.
Customer Success & Technical Customer Support We provide our customers with post-sale support to help customers maximize the utility of our offerings, address time-sensitive questions about the features and functionality of our solutions, and respond to technical issues that may arise.
Given the global nature of our operations, we are subject to a variety of local, state, national, and international laws and directives and regulations in the United States, the EU and the UK and abroad related to privacy and data protection, data security, data storage, retention, transfer and deletion, technology protection, and personal information. 73 Table of Content The United States has federal and state laws and regulations regarding privacy and information security, including consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), data breach notification laws, and personal data privacy laws.
Data Privacy Given the global nature of our operations, we are subject to a variety of local, state, national, and international laws and directives and regulations related to privacy and data protection, data security, data storage and retention, data transfer and deletion, and technology protection.
Risk Factors — Risks Related to Cellebrite’s Business and Industry — We conduct a fairly low volume of our business via e-commerce, which may result in the purchase process being more difficult for customers compared with other businesses ”.
Risk Factors — Risks Related to Cellebrite’s Business and Industry — We conduct a fairly low volume of our business via e-commerce, which may result in the purchase process being more difficult for customers compared with other businesses .” 61 Table of Content Marketing To support the expansion of existing customer relationships, our marketing campaigns highlight the value we bring to them currently while introducing the value and advantages they can derive from increasing organizational adoption of existing solutions or using additional solutions in our portfolio.
Intellectual property (IP) protection and data theft by existing or departing employee remains a top use case given the potential damage that IP theft can cause. For businesses in highly regulated industries such as financial services, insurance, banking, healthcare, pharmaceuticals, transportation and energy, access to data and sound records management are fundamental to eDiscovery and compliance.
For businesses in highly regulated industries such as financial services, insurance, banking, healthcare, pharmaceuticals, transportation and energy, access to data and sound records management are fundamental to eDiscovery and compliance.
We sell to decision makers in public safety, which include the chiefs of investigations or the head of investigations and intelligence, or the heads of digital forensics labs.
Account executives and sales managers directly manage relationships with our largest customers while dedicated inside sales teams or resellers typically work with smaller customers. We sell to decision makers in public safety, which include the chiefs of investigations or the head of investigations and intelligence, or the heads of digital forensics labs.
(which also acquired Cobwebs Technologies Ltd. in 2023), Griffeye Technologies AB (acquired by Magnet Forensics Inc. in 2023) and Siren (Sindice Ltd.).
Harris Computer (which acquired the i2 intelligence analysis product portfolio from IBM in 2022), Nuix Limited, Pen-Link, Ltd. (which also acquired Cobwebs Technologies Ltd. in 2023), Griffeye Technologies AB (acquired by Magnet Forensics Inc. in 2023) and Siren (Sindice Ltd.).
The majority of our subscription agreements with Public and Private Sector Customers are one year in length, which lends itself to a high-touch sales approach in order to produce strong retention rates and to advance new sales activities. 68 Table of Content Over time, we have seen more public sector agency budgets being diverted to digitally transform the investigative workflow and to help close the growing public safety gap.
We target public and private sector Customers either directly through our sales force or indirectly service providers and resellers. The majority of our subscription agreements with public and private sector customers are one year in length, which lends itself to a high-touch sales approach in order to produce strong retention rates and to advance new sales activities.
Cellebrite’s Case-to-Closure (C2C) Platform • Digital Forensic Software: Cellebrite’s digital forensic software is used by examiners and other law enforcement professionals within the Digital Forensic Units of law enforcement agencies and by trained professionals across a wide range of federal or national agencies, to collect and review digital evidence from a wide range of digital sources when conducting legally sanctioned investigations.
Furthermore, enterprises face significant challenges in developing and testing mobile 55 Table of Content applications, particularly as it relates to ensuring security across the widest range of phones and operating systems Cellebrite’s Digital Investigation Platform: Key Products & Services Digital Forensics Software • Cellebrite’s Inseyets suite of digital forensics software is used by examiners and other law enforcement professionals within the Digital Forensic Units of law enforcement agencies and by trained professionals across a wide range of federal or national agencies, to collect and review digital evidence from the broadest range of digital sources when conducting legally sanctioned investigations.
Our export license under the Israeli encryption control regime prohibits us from exporting our controlled products to customers in certain countries and require us to obtain the consent of the Israeli Ministry of Defense to export controlled products to customers in certain other countries.
Israeli export control laws and regulations as well as the licenses granted to us by DECA prohibit us from exporting some of our products to customers in certain countries and require us to obtain the consent of DECA to export some of our products to customers in certain other countries.
For Enterprises and Service Providers: • Digital Forensic Software: Cellebrite’s digital forensic software for enterprises and service providers includes Inseyets for Enterprise, Endpoint Inspector, and Endpoint Mobile Now. Cellebrite’s solutions enable legal, compliance and cybersecurity corporate staff to collect digital data from mobile phones, computers and business cloud-based applications.
In the private sector, Cellebrite’s enterprise and service provider customers use our products to enable legal, compliance and cybersecurity corporate staff to collect digital data from mobile phones, computers and business cloud-based applications.
In the performance of such Advanced Services, we maintain such data securely with limited access, and delete such data following confirmation that the data has been received by the customer.
In the performance of such Advanced Services, we maintain such data securely with limited access, and delete such data following confirmation that the data has been received by the customer. Virtually every jurisdiction in which we operate has established its own legal framework relating to privacy, data protection, and information security matters with which we and/or our customers must comply.
For information on the Company’s current capital expenditures, see “ Part I, Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources. ” We are subject to certain of the informational filing requirements of the Exchange Act.
Liquidity and Capital Resources. ” We are subject to certain of the informational filing requirements of the Exchange Act.
In recent years, an average of 11,000 examiners, investigators and other agency personnel have been certified annually as experts in Cellebrite’s digital forensic software solutions. • Cellebrite Advanced Services: Cellebrite’s expert team serves as an extension to customer digital forensics lab teams, providing advanced services in Cellebrite’s Global Lab facilities to help organizations access and extract digital evidence in support of ongoing active legally sanctioned investigations.
Each year, approximately 11,000 students earn Cellebrite certifications — reinforcing our role as a trusted partner in strengthening investigative capabilities and advancing justice through expertise. • Cellebrite Advanced Services: Cellebrite’s expert team serves as an extension to customer digital forensics lab teams, providing advanced services in Cellebrite’s Global Lab facilities to help organizations access and extract digital evidence in support of ongoing active legally sanctioned investigations.
Our digital forensics collect & review software, case and evidence management, and investigative solutions offered within our C2C Platform are used to advance legally sanctioned investigations by approximately 7,000 customers worldwide, including many of the largest federal, state and local law enforcement and government agencies as well as enterprise companies and service providers. 58 Table of Content For more than 15 years, Cellebrite has leveraged its extensive expertise in mobile phones, including its deep understanding in hardware, firmware and operating systems, and in other digital sources to develop and market Digital Investigative (DI) software solutions used to access, collect, review, extract, decode, decrypt, analyze, share and manage digital evidence across the investigative lifecycle.
For nearly 20 years, Cellebrite has leveraged its extensive expertise in mobile phones, including its deep understanding in hardware, firmware and operating systems, and in other digital sources to develop and market an increasingly integrated platform of software solutions used to access, collect, review, extract, decode, decrypt, analyze, share and manage digital evidence across the investigative lifecycle.
The 116,224 remaining outstanding Public Warrants were redeemed on September 16, 2024 (the “Warrant Redemption”). Our capital expenditures amounted to $10.6 million, $7.9 million and $9.1 million during the fiscal years ended December 31, 2024, 2023 and 2022, respectively, primarily consisting of expenditures related to property and equipment and intangible assets.
The 116,224 remaining outstanding Public Warrants were redeemed on September 16, 2024 (the “Warrant Redemption”). Our capital expenditures amounted to $13.2 million, $8.6 million and $5.2 million during the fiscal years ended December 31, 2025, 2024 and 2023. For information on our current capital expenditures, see “ Part I, Item 5. Operating and Financial Review and Prospects—B.
We believe that Guardian is differentiated by: • Share and review functionality for reports and evidence benefiting from our best-in-class decoding capabilities; • Streamlined workflows to support the management of evidence within the Digital Forensic Unit; 70 Table of Content • Monitoring and audit logs that are critical to establishing and validating the chain of custody; • User access controls and permissioning capabilities; • Security and scalability; and • Optimized packaging and pricing aimed at enabling more customers to benefit from high-value Guardian functionality.
We believe our evidence management solution is differentiated by: • Share and review functionality for reports and evidence benefiting from our best-in-class decoding capabilities as well as AI-based analytics; • Streamlined workflows to support the management of evidence within the Digital Forensic Unit; • Monitoring and audit logs that are critical to establishing and validating the chain of custody; • User access controls and permission capabilities; • Security and scalability, which includes meeting the technical standards used in certain customer segments or in certain geographies; and • Consumption-based packaging and pricing model so that customers of any size can benefit from our Guardian Forensics solution. 63 Table of Content Within Investigative Units, our AI-powered, multi-phone analytical software solution, Pathfinder, competes against traditional business information and visualization platforms as well as specialized analytics designed for law enforcement from vendors such as N.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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We recognize these costs and expenses upon occurrence, while HW components are recognized upon delivery. • Cost of Professional Service . Cost of professional service revenue includes salaries and related employees’ expenses, subcontractors and all direct costs related to services such as services materials, allocated overhead such as depreciation of equipment, facilities and IT related costs.
We recognize these costs and expenses upon occurrence, while HW components are recognized upon delivery. • Cost of Professional Service . Cost of professional service revenue includes salaries and related employees’ expenses, subcontractors and all direct costs related to professional services such as services materials, allocated overhead such as depreciation of equipment, facilities and IT related costs.
Investing Activities Cash used in investing activities in the year ended December 31, 2024 was $149.5 million, primarily as a result of the net investment in marketable securities of $67.8 million and maturities of short-term deposits, net of $68.3 million.
Cash used in investing activities in the year ended December 31, 2024 was $149.5 million, primarily as a result of the net investment in marketable securities of $67.8 million and maturities of short-term deposits, net of $68.3 million.
Financing Activities Cash provided by financing activities in the year ended December 31, 2024 was $20.7 million, mainly as a result of proceeds from exercise of stock options to shares of $17.3 million and proceeds from Employee Share Purchase Plan of $3.3 million.
Cash provided by financing activities in the year ended December 31, 2024 was $20.7 million, mainly as a result of proceeds from exercise of stock options to shares of $17.3 million and proceeds from Employee Share Purchase Plan of $3.3 million.
We define our customer revenue as the recurring revenue we recognized on the date of measurement from the same customer base included in our measure of base revenue, including recurring revenue resulting from additional sales to those customers. Operating Income: Operating Income is calculated as Revenue less cost of revenue expenses and operating expenses.
We define our customer revenue as the annual recurring revenue we recognized on the date of measurement from the same customer base included in our measure of base revenue, including annual recurring revenue resulting from additional sales to those customers. Operating Income: Operating Income is calculated as Revenue less cost of revenue expenses and operating expenses.
We define base revenue as recurring revenue we recognized from all customers with a valid license at the end of the equivalent quarter of the previous year.
We define base revenue as annual recurring revenue we recognized from all customers with a valid license at the end of the equivalent quarter of the previous year.
A hypothetical 1% change in interest rates during any of the periods presented would not have had a material impact on our financial income for the year ended December 31, 2024. Inflation Risk Inflationary factors, such as increases in our cost of goods sold, may adversely affect our operating results.
A hypothetical 1% change in interest rates during any of the periods presented would not have had a material impact on our financial income for the year ended December 31, 2025. Inflation Risk Inflationary factors, such as increases in our cost of goods sold, may adversely affect our operating results.
As a result, we believe that the acquisition of new customers in both the public sector, mainly with smaller accounts, and in the private sector, mainly with larger enterprise accounts and service providers, will continue to contribute modestly to the growth of our business. 79 Table of Content Key Metrics In addition to our U.S.
As a result, we believe that the acquisition of new customers in both the public sector, mainly with smaller accounts, and in the private sector, mainly with larger enterprise accounts and service providers, will continue to contribute modestly to the growth of our business. 71 Table of Content Key Metrics In addition to our U.S.
Business Overview—Recent Acquisitions. ” 78 Table of Content Key Factors Affecting Our Performance Our historical financial performance has been, and we expect our financial performance in the future to be, mainly driven by our ability to: • Increase penetration within existing customers .
Business Overview—Recent Acquisitions. ” 70 Table of Content Key Factors Affecting Our Performance Our historical financial performance has been, and we expect our financial performance in the future to be, mainly driven by our ability to: • Increase penetration within existing customers .
We have seen an increase in Annual Recurring Revenue (“ARR”) and dollar-based net retention due to the broad use cases of our software offerings with public sector and private sector customers. • Prioritization of law enforcement funding.
We have seen an increase in Annual Recurring Revenue (“ARR”) and dollar-based net retention due to the broad use cases of our software offerings with public sector and private sector customers. • Capitalize on the prioritization of law enforcement funding.
However, failure of one or more of these financial institutions is possible and could result in incurred losses. As of December 31, 2024, our cash, cash equivalents and short-term investments were primarily denominated in U.S. dollars.
However, failure of one or more of these financial institutions is possible and could result in incurred losses. As of December 31, 2025, our cash, cash equivalents and short-term investments were primarily denominated in U.S. dollars.
Results of Operations The following tables and narrative set forth our results of operations for the periods presented. For a comparison of our results of operations for the years ended December 31, 2023 and 2022, see “ Part I, Item 5. Operating and Financial Review Prospects—A.
Results of Operations The following tables and narrative set forth our results of operations for the periods presented. For a comparison of our results of operations for the years ended December 31, 2024 and 2023, see “ Part I, Item 5. Operating and Financial Review Prospects—A.
In connection with our term-based license and other non-recurring arrangements, we generate revenue through maintenance and support under renewable subscription, fee-based contracts that include unspecified software updates and upgrades released when and if available as well as software patches and support. Customers with active subscriptions are also entitled to our technical customers’ support. • Other non-recurring .
In connection with our term-based agreements, SaaS subscription agreements, and other non-recurring arrangements, we generate revenue through maintenance and support under renewable subscription, fee-based contracts that include unspecified software updates and upgrades released when and if available as well as software patches and support. Customers with active subscriptions are also entitled to our technical customers’ support. • Other non-recurring .
Professional Services consists of revenue related to: (i) certified training sessions by Cellebrite Training; (ii) our advanced services; (iii) certain implementation services in connection with our software licenses; (iv) on premise contracted customer success and technical support; and (v) specific on-site services contracted by the Company with customers and delivered by Cellebrite personnel to support the ongoing operation of our solutions in collaboration with the customer.
Professional Services consists of revenue related to: (i) certified training sessions by Cellebrite Trainings; (ii) our advanced services; (iii) certain implementation services in connection with our software licenses; (iv) on premise contracted customer success and technical support; and (v) specific on-site services contracted by us with customers and delivered by our personnel to support the ongoing operation of our solutions in collaboration with the customer.
Significant estimates in valuing certain intangible assets include, but are not limited to future expected cash flows from acquired technology and acquired trademarks from a market participant perspective, useful lives and discount rates.
Significant estimates in valuing certain intangible assets include, but are not limited to future expected cash flows from acquired intangible assets from a market participant perspective, useful lives and discount rates.
Cost of subscription revenue includes all direct cost to deliver and support subscription services, including salaries and related employees’ expenses, allocated overhead such as facilities expenses, third party license fees, fees paid to OEMs, hosting, and IT related expenses. We recognize these costs and expenses upon occurrence. • Cost of other non-recurring.
Cost of subscription revenue includes all direct cost to deliver and support subscription services, including salaries and related employees’ expenses, allocated overhead such as facilities expenses, third party license fees, fees paid to OEMs, hosting, and IT related expenses. We recognize these costs and expenses upon occurrence. 74 Table of Content • Cost of other non-recurring.
The Merger closed on August 30, 2021. The Merger was accounted for as a recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. Under this method of accounting, Cellebrite has been determined to be the accounting acquirer.
The Merger closed on August 30, 2021. The Merger was accounted for as a recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. 85 Table of Content Under this method of accounting, Cellebrite has been determined to be the accounting acquirer.
Recent Accounting Pronouncements See the Summary of Significant Accounting Policies, included in our audited consolidated statements included in this Annual Report for a description of recently issued accounting pronouncements. 97 Table of Content
Recent Accounting Pronouncements See the Summary of Significant Accounting Policies, included in our audited consolidated statements included in this Annual Report for a description of recently issued accounting pronouncements. 86 Table of Content
Other non-recurring revenue reflects the revenue recognized from sales of other non-recurring related to offerings such as hardware sold mainly in conjunction with new software license, perpetual license and usage-based fees. Other non-recurring fees are recognized upfront assuming all revenue recognition criteria are satisfied. • Professional Services .
Other non-recurring revenue reflects the revenue recognized from sales of other non-recurring related to offerings such as hardware sold mainly in connection with new software license, and usage-based fees. Other non-recurring fees are recognized upfront assuming all revenue recognition criteria are satisfied. • Professional Services .
For a discussion of our cash flows for the year ended December 31, 2022, see “ Part I, Item 5. Operating and Financial Review Prospects—B.
For a discussion of our cash flows for the year ended December 31, 2023, see “ Part I, Item 5. Operating and Financial Review Prospects—B.
In instances where performance obligations do not have observable standalone sales, the Company utilizes available information that may include the entity specific factors such as assessment of historical data of bundled sales of software licenses with other promised goods and services, and pricing strategies to estimate the price the Company would charge if the products and services were sold separately.
In instances where performance obligations do not have observable standalone sales, we utilize available information that may include the entity specific factors such as assessment of historical data of bundled sales of software licenses with other promised goods and services, and pricing strategies to estimate the price we would charge if the products and services were sold separately.
Subscription revenue include SaaS and on-premise subscription revenue, as well as maintenance and support services associated with on-premise subscriptions and Other non-recurring arrangement. Subscription revenue is comprised of subscription services and term-license revenue.
Subscription revenue include SaaS and on-premise subscription revenue, as well as maintenance and support services associated with on-premise subscriptions and other non-recurring arrangements. Subscription revenue is comprised of subscription services and term-license revenue.
We believe that ongoing funding of these law enforcement agencies will remain a top priority in the U.S. and in other countries around the world despite recent and ongoing geopolitical changes that are creating near-term uncertainty around the overall spending priorities of certain public sector customers and the timing and magnitude of their spending plans for our technology, As a result, we believe we are well-positioned to continue expanding our business with existing public sector customers and are investing accordingly. • Extend our technology and market leadership position .
We believe that ongoing funding of these law enforcement agencies will remain a top priority in the U.S. and in other countries around the world despite recent and ongoing geopolitical changes that have recently impacted the overall spending priorities of certain public sector customers and the timing and magnitude of their spending plans for our technology, As a result, we believe we are well-positioned to continue expanding our business with existing public sector customers and are investing accordingly. • Extend our technology and market leadership position .
The Company satisfies performance obligations either over a time period or at a point in time depending on the nature of the underlying promise. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised good or service to a customer.
We satisfy performance obligations either over a time period or at a point in time depending on the nature of the underlying promise. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised good or service to a customer.
The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business, after considering cash flow hedges, would have had an impact on our results of operations of $9.5 million and $8.3 million, for the year ended December 31, 2024 and 2023, respectively.
The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business, after considering cash flow hedges, would have had an impact on our results of operations of $6.4 million and $9.5 million, for the year ended December 31, 2025 and 2024, respectively.
We recognize these costs and expenses upon occurrence. 82 Table of Content Gross Profit and Gross Margin Gross profit is revenue less cost of revenue, and gross margin is gross profit as a percentage of revenue.
We recognize these costs and expenses upon occurrence. Gross Profit and Gross Margin Gross profit is revenue less cost of revenue, and gross margin is gross profit as a percentage of revenue.
Our Adjusted EBITDA for the years ended December 31, 2024 and 2023 was $99.4 million and $61.9 million, respectively and reflects the company’s continuous revenue growth coupled by prudent spending management. Acquisitions See “ Part I, Item 4. Information on the Company—B.
Our Adjusted EBITDA for the years ended December 31, 2025 and 2024 was $127.6 million and $99.4 million, respectively and reflects the company’s continuous revenue growth coupled by prudent spending management. Acquisitions See “ Part I, Item 4. Information on the Company—B.
Other non-recurring Other non-recurring revenue increased by $3.7 million, or 27%, for the year ended December 31, 2024, as compared with the year ended December 31, 2023, primarily due to the sell of hardware components sold in conjunction with the sale of new licenses of our Inseyets suite of digital forensics offerings and the Pathfinder on-premise solutions.
Other non-recurring Other non-recurring revenue increased by $0.5 million, or 3%, for the year ended December 31, 2025, as compared with the year ended December 31, 2024, primarily due to the sale of hardware components sold in conjunction with the sale of new licenses of our Inseyets suite of digital forensics offerings and the Pathfinder on-premise solutions.
We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. Credit Facilities We do not have any credit facilities.
We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all.
Contractual Obligations and Commitments As of December 31, 2024, we had commitments of $12.3 million related to office and car leases arrangements, that we cannot cancel or where we would be required to pay a termination fee in the event of cancellation.
Contractual Obligations and Commitments As of December 31, 2025, we had commitments of $28.7 million related to office and car leases arrangements, that we cannot cancel or where we would be required to pay a termination fee in the event of cancellation.
Non-GAAP Operating Income: Non-GAAP Operating Income is calculated as Operating Income plus issuance expenses, one-time expenses, share-based compensation expenses, amortization of intangible assets, and acquisition related costs.
Non-GAAP Operating Income: Non-GAAP Operating Income is calculated as Operating Income plus issuance expenses, executive severance costs, share-based compensation expenses, amortization of intangible assets, and acquisition related costs.
Our cash, cash equivalents, short-term deposits and marketable securities were $483.8 million and $331.8 million as of December 31, 2024 and December 31, 2023, respectively. We derive our cash primarily from our business operations.
Our cash, cash equivalents, short-term deposits and marketable securities were $535.0 million and $483.8 million as of December 31, 2025 and December 31, 2024, respectively. We derive our cash primarily from our business operations.
GAAP financial information, we monitor the following key metrics and non-GAAP financial measure in order to help us measure and evaluate the effectiveness of our operations: Year Ended December 31, 2024 2023 ($ in millions) Annual recurring revenue (ARR) $396 $316 YoY ARR Growth 25% 27% Recurring revenue dollar-based net retention rate 124% 125% Adjusted EBITDA 99.4 61.9 Annual recurring revenue : ARR is defined as the annualized value of active term-based subscription license contracts and maintenance contracts related to other non-recurring in effect at the end of that period.
GAAP financial information, we monitor the following key metrics and non-GAAP financial measure in order to help us measure and evaluate the effectiveness of our operations: Year Ended December 31, 2025 2024 ($ in millions) Annual recurring revenue (ARR) $481 $396 YoY ARR Growth 21% 25% Recurring revenue dollar-based net retention rate 116% 124% Adjusted EBITDA 127.6 99.4 Annual recurring revenue : ARR is defined as the annualized value of active term-based subscription license contracts, SaaS subscription contracts, and maintenance contracts related to other non-recurring in effect at the end of that period.
Our research and development spending totaled $98.4 million, $84.4 million and $80.6 million for the years ended December 31, 2024, 2023 and 2022 respectively. As described in “Part I, Item 3. Key Information—3.D.
Our research and development spending totaled $113.9 million, $98.4 million and $84.4 million for the years ended December 31, 2025, 2024 and 2023 respectively. As described in “Part I, Item 3. Key Information—3.D.
Net loss of $283.0 million and $81.1 million were incurred for the years ended December 31, 2024 and 2023, respectively, representing a period-over-period loss increase of $201.9 million. This increase primarily reflects the impact of the financial expenses from presenting the Company’s Warrants, Restricted Sponsor shares liability and Price Adjustment shares liability at their fair value.
Net income (loss) of $78.3 million and $(283.0) million were incurred for the years ended December 31, 2025 and 2024, respectively, representing a period-over-period income increase of $361.3 million. This increase primarily reflects the impact of the financial expenses from presenting the Company’s Warrants, Restricted Sponsor Shares liability and Price Adjustment Shares liability at their fair value.
This increase is primarily due to expenses related to additional subscription revenue, such as hosting expenses, OEM expenses, customer success and customer support personnel expenses. Cost of Other Non-Recurring Cost of other non-recurring revenue increased by $2.4 million, or 18% for the year ended December 31, 2024, as compared with the year ended December 31, 2023 .
This increase is primarily due to expenses related to additional subscription revenue, such as hosting expenses, customer support and customer success personnel expenses. Cost of Other Non-Recurring Cost of other non-recurring revenue decreased by $0.6 million, or 4% for the year ended December 31, 2025, as compared with the year ended December 31, 2024 .
During the fiscal years ended December 31, 2024 and 2023, our capital expenditures amounted to $10.6 million and $7.9 million, respectively, primarily consisting of expenditures related to property and equipment and software and intangible assets, and we expect that our capital expenditures for the next 12 months will relate to the same needs.
During the fiscal years ended December 31, 2025 and 2024, our capital expenditures amounted to $13.2 million and $8.6 million, respectively, primarily consisting of expenditures related to property and equipment and software, and we expect that our capital expenditures for the next 12 months will relate to the same needs.
We generate the significant majority of our revenue from contracts with federal, state, provincial and local governments to support an array of law enforcement agencies.
We generate the majority of our revenue from contracts with national, regional and local governments to support an array of law enforcement agencies.
Other non-recurring gross profit (loss) margin increased from (2)% to 6%, during the year ended December 31, 2024, as compared with the year ended December 31, 2023, mainly as a result of higher hardware revenue mix in 2024 and decreased shipping cost.
Other non-recurring gross profit margin increased from 6% to 12%, during the year ended December 31, 2025, as compared with the year ended December 31, 2024, mainly as a result of higher hardware revenue in 2025 and decreased costs.
Cash provided by financing activities in the year ended December 31, 2023 was $21.8 million, mainly as a result of proceeds from exercise of stock options to shares of $19.1 million and proceeds from Employee Share Purchase Plan of $2.6 million.
Financing Activities Cash provided by financing activities in the year ended December 31, 2025 was $25.1 million, mainly as a result of proceeds from exercise of stock options to shares of $20.1 million and proceeds from Employee Share Purchase Plan of $5 million.
Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. Income Taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”.
Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred.
Liquidity and Capital Resources ” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on March 21, 2024, as amended by Amendment No. 1 to our Annual Report on Form 20-F filed with the SEC on April 12, 2024, which comparative information is herein incorporated by reference.
Liquidity and Capital Resources ” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on March 18, 2025, which comparative information is herein incorporated by reference.
Professional Services Professional services gross profit decreased by $0.4 million, or 4% during the year ended December 31, 2024, as compared with the year ended December 31, 2023.
Professional Services Professional services gross profit decreased by $1.6 million, or 15% during the year ended December 31, 2025, as compared with the year ended December 31, 2024.
A 10% increase or decrease in current exchange rates would have affected our cash, cash equivalents, restricted cash, and short-term investment balances in amount of $2.6 million and $3.1 million as of December 31, 2024 and 2023, respectively. 92 Table of Content Interest Rate Risk As of December 31, 2024, we had cash and cash equivalents of $191.7 million, short-term deposits of $153.7 million and short-term investments in marketable securities of $101.8 million.
A 10% increase or decrease in current exchange rates would have affected our cash, cash equivalents, restricted cash, and short-term investment balances in amount of $2.4 million and $2.6 million as of December 31, 2025 and 2024, respectively. 83 Table of Content Interest Rate Risk As of December 31, 2025, we had cash and cash equivalents of $124.5 million, short-term deposits of $161.0 million and short-term investments in marketable securities of $151.5 million.
This increase is primarily due to higher hardware sales. Cost of Professional Services Cost of professional services revenue increased by $0.1 million, or 1% for the year ended December 31, 2024, as compared with the year ended December 31, 2023 .
This decrease is primarily due to hardware costs. Cost of Professional Services Cost of professional services revenue increased by $1.6 million, or 8% for the year ended December 31, 2025, as compared with the year ended December 31, 2024 . The increase is primarily due to increased training expenses.
Material U.S Federal Income Tax Considerations — Non-U.S Holders - Tax Benefits Subsequent to the 2005 Amendmen t.” 89 Table of Content B. Liquidity and Capital Resources The following tables and narrative set forth our results of operations for the periods presented.
For additional information regarding Israeli corporate tax, see - “Part I, Item 10. Additional Information — E. Material U.S Federal Income Tax Considerations — Non-U.S Holders - Tax Benefits Subsequent to the 2005 Amendmen t.” B. Liquidity and Capital Resources The following tables and narrative set forth our results of operations for the periods presented.
Cash Flows Year Ended December 31, 2024 2023 ($ in thousands) Net cash provided by operating activities $ 132,171 $ 102,058 Net cash used in investing activities $ (149,473) $ (22,540) Net cash provided by financing activities $ 20,651 $ 21,765 90 Table of Content Operating Activities For the year ended December 31, 2024, cash provided by operating activities was $132.2 million, mainly as a result of the Company’s non-GAAP operating income, the increase in deferred revenue and the increase in other accounts payable and accrued expenses associate with year-end compensation accruals, withholding tax associated with share-based compensation vesting and exercise and consultancy services.
For the year ended December 31, 2024, cash provided by operating activities was $132.2 million, mainly as a result of our non-GAAP operating income, the increase in deferred revenue and the increase in other accounts payable and accrued expenses associate with year-end compensation accruals, withholding tax associated with share-based compensation vesting and exercise and consultancy services.
The following table provides a reconciliation of our operating income to Non-GAAP operating income: Year Ended December 31, 2024 2023 ($ in thousands) Operating income $ 56,906 $ 33,237 Issuance expenses — (345) One-time expense 1,068 — Share-based compensation expense 30,575 18,998 Amortization of intangible assets 3,349 3,347 Acquisition related costs 221 45 Non-GAAP operating income $ 92,119 $ 55,282 80 Table of Content Adjusted EBITDA : Adjusted EBITDA is calculated as net income plus financial expense, tax expense, depreciation expenses, amortization of intangible assets, issuance expenses, one-time expenses, share-based compensation expense, acquisition related costs.
The following table provides a reconciliation of our operating income to Non-GAAP operating income: Year Ended December 31, 2025 2024 ($ in thousands) Operating income $ 66,480 $ 56,906 Executive severance costs 574 1,068 Share-based compensation expense 44,892 30,575 Amortization of intangible assets 4,899 3,349 Acquisition related costs 3,818 221 Non-GAAP operating income $ 120,663 $ 92,119 72 Table of Content Adjusted EBITDA : Adjusted EBITDA is calculated as net income plus financial expense, tax expense, depreciation expenses, amortization of intangible assets, issuance expenses, executive severance costs, share-based compensation expense, acquisition related costs.
Overview Cellebrite is a leading provider of digital investigative (DI) solutions that are designed to help public and private sector customers around the world transform their investigative workflows and make digital evidence more accessible, actionable and defensible.
Overview Cellebrite is a leading provider of AI-powered digital investigative and intelligence solutions that are designed to help public and private sector customers around the world transform their investigative workflows, make forensically sound digital data more accessible and actionable, and elevate the efficiency and effectiveness of mobile research and application security.
Subscription gross profit margin decreased from 93.1% to 92.6%, during the year ended December 31, 2024, as compared with the year ended December 31, 2023, mainly due to an increase in hosting expenses and customer success personnel expenses.
Subscription gross profit margin decreased from 92.6% to 91.2%, during the year ended December 31, 2025, as compared with the year ended December 31, 2024, mainly due to an increase in hosting expenses and customer success personnel expenses. 79 Table of Content Other non-recurring Other non-recurring gross profit increased by $1.1 million, or 99%, during the year ended December 31, 2025, as compared with the year ended December 31, 2024.
The following table provides a reconciliation of our net income to Adjusted EBITDA: Year Ended December 31, 2024 2023 ($ in thousands) Net loss $ (283,007) $ (81,100) Financial expense 332,890 108,800 Tax expense 7,023 5,537 Depreciation expenses 7,258 6,664 Amortization of intangible assets 3,349 3,347 Issuance expenses — (345) One-time expense 1,068 — Share-based compensation expense 30,575 18,998 Acquisition related costs 221 45 Adjusted EBITDA 99,377 61,946 Adjusted EBITDA margin 25 % 19 % We believe that the use of non-GAAP operating income and Adjusted EBITDA is helpful to investors.
The following table provides a reconciliation of our net income to Adjusted EBITDA: Year Ended December 31, 2025 2024 ($ in thousands) Net income (loss) $ 78,326 $ (283,007) Financial (income) expense (24,198) 332,890 Tax expense 12,352 7,023 Depreciation expenses 6,968 7,258 Amortization of intangible assets 4,899 3,349 Executive severance costs 574 1,068 Share-based compensation expense 44,892 30,575 Acquisition related costs 3,818 221 Adjusted EBITDA 127,631 99,377 Adjusted EBITDA margin 27 % 25 % We believe that the use of non-GAAP operating income and Adjusted EBITDA is helpful to investors.
We plan to continue to increase penetration within our existing customers with our Case-to-Closure Platform of DI software solutions and by expanding the breadth of our solutions capabilities to provide for continued up-sell and cross-selling opportunities primarily within the digital forensics units and investigative units of our law enforcement agency customers.
We plan to continue to increase penetration within our existing customers with our AI-powered digital investigative and intelligence software solutions and by expanding the breadth of our solutions capabilities to provide for continued up-selling and cross-selling opportunities with both public and private sector customers.
Mainly: • Share-based compensation expenses utilize varying available valuation methodologies, subjective assumptions and a variety of equity instruments that can impact a company’s non-cash expenses; • Acquired intangible assets are valued at the time of acquisition and are amortized over an estimated useful life after the acquisition, and acquisition-related expenses are unrelated to current operations and neither are comparable to the prior period nor predictive of future results; • One-time expense adjustments, which may include unique and non-recurring items such as executive severance packages with exceptional terms; • To the extent that the above adjustments have an effect on tax expense, such an effect is excluded in the non-GAAP adjustment to net income; • Tax expense, and depreciation and amortization expense vary for many reasons that are often unrelated to our underlying performance and make period-to-period comparisons more challenging; and • Financial instruments are remeasured according to GAAP and vary for many reasons that are often unrelated to the Company’s current operations and affect financial income. 81 Table of Content Key Components of Results of Operations Revenue Revenue consists of subscription, other non-recurring, and professional services. • Subscription .
We believe that the non-GAAP financial measures provide a more meaningful comparison of its operational performance from period to period, and offer investors and management greater visibility into the underlying performance of its business: • Share-based compensation expenses utilize varying available valuation methodologies, subjective assumptions and a variety of equity instruments that can impact a company’s non-cash expenses; • Acquired intangible assets are valued at the time of acquisition and are amortized over an estimated useful life after the acquisition; • Acquisition-related expenses and executive severance expenses relate to the cash component of contractual severance due to our former CEO and CFO, all of which are unrelated to current operations and neither are comparable to the prior period nor predictive of future results; • To the extent that the above adjustments have an effect on tax (income) expense, such an effect is excluded in the non-GAAP adjustment to net income; • Tax expense, depreciation and amortization expense vary for many reasons that are often unrelated to our underlying performance and make period-to-period comparisons more challenging; and • Financial instruments are remeasured according to GAAP and vary for many reasons that are often unrelated to our current operations and affect financial income. 73 Table of Content Free Cash Flow: Free cash flow is calculated as net cash provided by or used in operating activities less purchases of property and equipment.
For more information, see “ Part I, Item 4. Information on the Company — B. Business Overview .” Our revenue was $401.2 million and $325.1 million for the years ended December 31, 2024 and 2023, respectively, representing a year-over-year increase of 23%.
Business Overview .” Our revenue was $475.7 million and $401.2 million for the years ended December 31, 2025 and 2024, respectively, representing a year-over-year increase of 19%.
The increase primarily relates to higher salaries and related costs for employees and commissions earned by our sales personnel of $13.4 million, $ 2.0 million increase in travel expenses, and a $2.7 million increase in marketing activities.
The increase primarily relates to higher salaries and related costs for employees and commissions earned by our sales personnel of $ 15.2 million and a $2.5 million increase in marketing activities. General and administrative General and administrative expenses increased by $14.4 million, or 28%, for the year ended December 31, 2025, as compared with the year ended December 31, 2024.
Quarterly Trends in Operating Expenses Operating expenses have generally increased sequentially as a result of our growth and are primarily related to increases in personnel-related costs, including share-based compensation, to support the expanded operations, continued investment in research and development, and expansion of commercial and marketing investments. 83 Table of Content Financial Expense, Net Financial expense, net consists primarily of revaluation of derivative warrant liability, restricted sponsor shares and price adjustment shares, interest income on our short-term deposits, fees to banks and foreign currency realized and unrealized income and loss related to the impact of transactions denominated in a foreign currency and financial investment activities.
Financial Income (expense), Net Financial income (expense), net consists primarily interest income on our short-term deposits, fees to banks and foreign currency realized and unrealized income and loss related to the impact of transactions denominated in a foreign currency and financial investment activities, and revaluation of derivative warrant liability, Restricted Sponsor Shares and Price Adjustment Shares.
Operating Results ” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on March 21, 2024 as amended by Amendment No. 1 to our Annual Report on Form 20-F filed with the SEC on April 12, 2024, which comparative information is herein incorporated by reference. 84 Table of Content Year ended December 31, 2024 2023 ($ in thousands) Revenue: Subscription services $ 271,028 $ 209,751 Term-license 82,007 70,663 Total subscription 353,035 280,414 Other non-recurring 17,285 13,561 Professional services 30,883 31,135 Total Revenue 401,203 325,110 Cost of revenue: Cost of subscription services 26,004 19,219 Cost of term license — 6 Total cost of subscription 26,004 19,225 Cost of other non-recurring 16,200 13,766 Cost of professional services 20,389 20,240 Total cost of revenue 62,593 53,231 Gross profit $ 338,610 $ 271,879 Operating expenses: Research and development 98,415 84,386 Sales and marketing 132,389 110,813 General and administrative 50,900 43,443 Total operating expenses 281,704 238,642 Operating income 56,906 33,237 Financial expense, net (332,890) (108,800) Loss before tax expenses (275,984) (75,563) Tax expense 7,023 5,537 Net loss $ (283,007) $ (81,100) Other comprehensive income Unrealized (loss) income on hedging transactions, net of tax (487) 1,252 Unrealize income on marketable securities 113 506 Foreign currency translation adjustments 1,410 (1,039) Total other comprehensive income, net of tax 1,036 719 Total comprehensive loss $ (281,971) $ (80,381) Results of operations includes share-based compensation expenses: Year ended December 31, 2024 2023 ($ in thousands) Cost of revenue $ 2,227 $ 1,733 Research and development 6,663 4,673 Sales and marketing 10,216 $ 6,478 General and administrative 11,469 6,114 Total share-based compensation $ 30,575 $ 18,998 85 Table of Content Revenue Year Ended December 31, Change 2024 2023 Amount Percent ($ in thousands) Subscription services $ 271,028 $ 209,751 $ 61,277 29% Term-license 82,007 70,663 11,344 16% Total subscription 353,035 280,414 72,621 26% Other non-recurring 17,285 13,561 3,724 27% Professional services 30,883 31,135 (252) (1%) Total Revenue $ 401,203 $ 325,110 $ 76,093 23% Subscription Subscription revenue increased by $72.6 million, or 26% for the year ended December 31, 2024, as compared with the year ended December 31, 2023, primarily due to an increase related to the continuous adoption of solutions within our Inseyets suite of digital forensics offerings and, to a lesser extent, adoption of solutions within the Pathfinder and Guardian product families.
Operating Results ” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on March 18, 2025, which comparative information is herein incorporated by reference. 76 Table of Content Year ended December 31, 2025 2024 ($ in thousands) Revenue: Subscription services $ 330,765 $ 271,028 Term-license 96,245 82,007 Other non-recurring 17,771 17,285 Professional services 30,894 30,883 Total Revenue 475,675 401,203 Cost of revenue: Cost of subscription services 37,461 26,004 Cost of term-license 87 — Cost of other non-recurring 15,617 16,200 Cost of professional services 22,007 20,389 Total cost of revenue 75,172 62,593 Gross profit $ 400,503 $ 338,610 Operating expenses: Research and development 113,877 98,415 Sales and marketing 154,814 132,389 General and administrative 65,332 50,900 Total operating expenses 334,023 281,704 Operating income 66,480 56,906 Financial income (expense), net 24,198 (332,890) Income (loss) before tax expenses 90,678 (275,984) Tax expense 12,352 7,023 Net income (loss) $ 78,326 $ (283,007) Other comprehensive income Unrealized income (loss) on hedging transactions, net of tax 1,115 (487) Unrealized income on marketable securities 317 113 Foreign currency translation adjustments (1,298) 1,410 Total other comprehensive income, net of tax 134 1,036 Total comprehensive income (loss) $ 78,460 $ (281,971) Results of operations includes share-based compensation expenses: Year ended December 31, 2025 2024 ($ in thousands) Cost of revenue $ 3,180 $ 2,227 Research and development 10,008 6,663 Sales and marketing 13,861 $ 10,216 General and administrative 17,843 11,469 Total share-based compensation $ 44,892 $ 30,575 77 Table of Content Revenue Year Ended December 31, Change 2025 2024 Amount Percent ($ in thousands) Subscription services $ 330,765 $ 271,028 $ 59,737 22% Term-license 96,245 82,007 14,238 17% Total subscription 427,010 353,035 73,975 21% Other non-recurring 17,771 17,285 486 3% Professional services 30,894 30,883 11 —% Total Revenue $ 475,675 $ 401,203 $ 74,472 19% Subscription Subscription revenue increased by $74.0 million, or 21% for the year ended December 31, 2025, as compared with the year ended December 31, 2024, primarily due to an increase related to the continuous adoption of our solutions primarily by existing customers and, to lesser extent, new customers.
Finance Expense, net Finance expense, net increased by $224.1 million, or 206%, for the year ended December 31, 2024, as compared with the year ended December 31, 2023, mainly d ue to revaluation of derivative warrants, sponsors restricted shares and price adjustment shares derived expenses in 2024, all due to the increase in the Company’s share price.
The increase primarily relates to salaries and related costs for employees of $15.9 million, of which $9.4 million was associated with share-based compensation, mainly related to the Company’s CEO grants of $7.2 million, offset by hosting expense decreases. 80 Table of Content Finance Income (expense), net Finance income (expense), net increased by $357.1 million, or 107%, for the year ended December 31, 2025, as compared with the year ended December 31, 2024, mainly d ue to revaluation of derivative warrants, sponsors restricted shares and price adjustment shares derived expenses in 2024, due to the increase in the Company’s share price.
These transactions are designated as cash flow hedges, as defined under ASC topic 815, “Derivatives and Hedging.” Quantitative and Qualitative Disclosures About Market Risk We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates.
Off-Balance Sheet Arrangements There are no off-balance sheet arrangements to which the Company is committed. Quantitative and Qualitative Disclosures About Market Risk We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates.
Taxes on Income Taxes on income increased by $1.5 million, or 27%, for the year ended December 31, 2024, as compared with the year ended December 31, 2023, mainly as a result of profit for tax position in the Parent Company. For additional information regarding Israeli corporate tax, see - “Part I, Item 10. Additional Information — E.
These instruments were no longer classified as liabilities in 2025. Taxes on Income Taxes on income increased by $5.3 million, or 76%, for the year ended December 31, 2025, as compared with the year ended December 31, 2024, mainly as a result of profit for tax position in the Parent Company.
We intend to strengthen our position as a market-leading digital investigative suite of software solutions through investment in research and development and continued innovation. We plan to expand the functionality of our software solutions and invest in capabilities that cater to customer needs and mode of operation.
We continue to strengthen our position as a market-leading provider of AI-powered digital investigative and intelligence software solutions through investment in research and development and continued innovation.
The company acquired CyTech Inc. for a net payment of $2.7 million and invested in property and equipment and intangible assets in the amount of $10.6 million. Cash used in investing activities in the year ended December 31, 2023 was $22.5 million, primarily as a result of the maturities of short-term deposits, net of $15.6 million.
Investing Activities Cash used in investing activities in the year ended December 31, 2025 was $268.3 million, primarily as a result of the net investment in marketable securities of $ 108.4 million. We acquired Corellium Inc. for a net payment of $147.5 million and invested in property and equipment in the amount of $13.2 million.
We have incurred, and expect to incur, additional annual expenses as a public company for, among other things, directors’ and officers’ liability and board of directors related expenses. 96 Table of Content Warrant liability The Company classified the warrants assumed during the Merger (both public and private) as a liability pursuant to ASC 815-40 since the warrants did not meet the equity classification conditions.
We have incurred, and expect to incur, additional annual expenses as a public company for, among other things, directors’ and officers’ liability and board of directors related expenses.
Please see Notes to Consolidated Financial Statements included in Item 18 of this Annual Report on Form 20-F for a summary of significant accounting policies and the effect on our financial statements. 93 Table of Content Revenue Recognition The Company sells its products and services to its customers either directly or indirectly through distribution channels all of whom are considered end customers.
Actual results could differ from those estimates. 84 Table of Content Please see Notes to Consolidated Financial Statements included in Item 18 of this Annual Report on Form 20-F for a summary of significant accounting policies and the effect on our financial statements.
Payments under these commitments are estimated to be made as follows: (In thousands of U.S. dollars) Payments (1) Less than 1 year $ 4,231 1-3 years 3,601 3-5 years 1,841 More than 5 years 2,577 Total $ 12,250 (1) Amounts do not include recourse that we may have to pay to recover termination fees or penalties from clients. 91 Table of Content Off-Balance Sheet Arrangements We have instituted a foreign currency cash flow hedging program using foreign currency forward contracts and cylinder option strategy (“Derivative Instruments”) in order to hedge the exposure to variability in expected future cash flows resulting from changes in related foreign currency exchange rates.
Payments under these commitments are estimated to be made as follows: 82 Table of Content (In thousands of U.S. dollars) Payments (1) Less than 1 year $ 4,556 1-3 years 6,835 3-5 years 4,912 More than 5 years 12,382 Total $ 28,685 (1) Amounts do not include recourse that we may have to pay to recover termination fees or penalties from clients.
The Company also invested in property and equipment and in intangible assets in the amount of $7.9 million.
We acquired CyTech Inc. for a net payment of $2.7 million and invested in property and equipment and intangible assets in the amount of $10.6 million.
The net increase is primarily due to increased Training expenses. 87 Table of Content Gross Profit and Gross Profit Margin Year Ended December 31, Change 2024 2023 Amount Percent ($ in thousands) Gross Profit: Subscription services $ 245,024 $ 190,532 $ 54,492 29 % Term-license 82,007 70,657 11,350 16 % Total subscription 327,031 261,189 65,842 25 % Other non-recurring 1,085 (205) 1,290 629 % Professional services 10,494 10,895 (401) (4 %) Total gross profit $ 338,610 $ 271,879 $ 66,731 25 % Gross Profit (Loss) Margins: Subscription services 90 % 91 % Term-license 100 % 100 % Total subscription 93 % 93 % Other non-recurring 6 % (2 %) Professional services 34 % 35 % Total gross margin 84 % 84 % Subscription Subscription gross profit increased by $65.8 million, or 25%, during the year ended December 31, 2024, as compared with the year ended December 31, 2023.
Gross Profit and Gross Profit Margin Year Ended December 31, Change 2025 2024 Amount Percent ($ in thousands) Gross Profit: Subscription services $ 293,304 $ 245,024 $ 48,280 20 % Term-license 96,158 82,007 14,151 17 % Total subscription 389,462 327,031 62,431 19 % Other non-recurring 2,154 1,085 1,069 99 % Professional services 8,887 10,494 (1,607) (15 %) Total gross profit $ 400,503 $ 338,610 $ 61,893 18 % Gross Profit Margins: Subscription services 89 % 90 % Term-license 100 % 100 % Total subscription 91 % 93 % Other non-recurring 12 % 6 % Professional services 29 % 34 % Total gross margin 84 % 84 % Subscription Subscription gross profit increased by $62.4 million, or 19%, during the year ended December 31, 2025, as compared with the year ended December 31, 2024.
We anticipate moderate growth in our expenses due to growing our operations. All of the departments are allocated with general and administrative expenses such as rent and related expenses, recruitment and training, information systems licenses, hosting, support and others.
All of the departments are allocated with general and administrative expenses such as rent and related expenses, recruitment and training, information systems licenses, hosting, support and others. 75 Table of Content Quarterly Trends in Operating Expenses Operating expenses have generally increased sequentially as a result of our growth and are primarily related to increases in personnel-related costs, including share-based compensation, to support the expanded operations, continued investment in research and development, and expansion of commercial and marketing investments.
For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation based on the relative standalone selling price (“SSP”). The Company uses judgment in determining the SSP for its products and services. The Company typically assesses the SSP for its products and services on a periodic basis or when facts and circumstances change.
We use judgment in determining the SSP for its products and services. We typically assess the SSP for its products and services on a periodic basis or when facts and circumstances change. To determine SSP, we maximize the use of observable standalone sales and observable data, where available.
Sales and marketing Sales and marketing expenses increased by $21.6 million, or 19%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023 .
This increase is primarily attributable to an increase in salaries and related costs of $12.2 million, and hosting costs of $1.0 million. Sales and marketing Sales and marketing expenses increased by $22.4 million, or 17%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024 .
For the year ended December 31, 2023, cash provided by operating activities was $102.1 million, mainly as a result of the Company’s non-GAAP operating income and the increase in deferred revenue.
Credit Facilities We do not have any credit facilities. 81 Table of Content Cash Flows Year Ended December 31, 2025 2024 ($ in thousands) Net cash provided by operating activities $ 173,544 $ 132,171 Net cash used in investing activities $ (268,250) $ (149,473) Net cash provided by financing activities $ 25,053 $ 20,651 Operating Activities For the year ended December 31, 2025, cash provided by operating activities was $173.5 million, mainly as a result of increasing in our non-GAAP operating income and the increase in deferred revenue.
Services gross profit margin decreased from 35% to 34%, during the year ended December 31, 2024, as compared with the year ended December 31, 2023 , mainly as a result of lower training revenue and increased training materials expenses. 88 Table of Content Operating Expenses Year Ended December 31 Change 2024 2023 Amount Percent ($ in thousands) Operating expenses Research and development 98,415 84,386 14,029 17 % Sales and marketing 132,389 110,813 21,576 19 % General and administrative 50,900 43,443 7,457 17 % Total operating expenses $ 281,704 $ 238,642 $ 43,062 18 % Research and development Research and development expenses increased by $14.0 million, or 17%, for the year ended December 31, 2024, as compared with the year ended December 31, 2023.
Operating Expenses Year Ended December 31 Change 2025 2024 Amount Percent ($ in thousands) Operating expenses Research and development 113,877 98,415 15,462 16 % Sales and marketing 154,814 132,389 22,425 17 % General and administrative 65,332 50,900 14,432 28 % Total operating expenses $ 334,023 $ 281,704 $ 52,319 19 % Research and development Research and development expenses increased by $15.5 million, or 16%, for the year ended December 31, 2025, as compared with the year ended December 31, 2024.
These measures, which the Company refers to as our non-GAAP financial measures, are not prepared in accordance with GAAP. The Company believes that the non-GAAP financial measures provide a meaningful comparison of its operational performance from period to period and offers investors and management greater visibility to the underlying performance of its business.
These measures, which we refer to as our non-GAAP financial measures, are not prepared in accordance with GAAP.
Professional Services Professional services revenue decreased by $0.3 million, or 1% for the year ended December 31, 2024, as compared with the year ended December 31, 2023, primarily due to reduced demand for Cellebrite Advanced Services as more customers adopted our advanced lawful access license solutions, and lower training revenue, partially offset by the incremental contribution of professional services associated with the former CyTech business that was acquired in July 2024. 86 Table of Content Cost of Revenue Year Ended December 31, Change 2024 2023 Amount Percent ($ in thousands) Cost of subscription services $ 26,004 $ 19,219 $ 6,785 35 % Cost of term-license — 6 (6) (100 %) Total subscription 26,004 19,225 6,779 35 % Cost of other non-recurring 16,200 13,766 2,434 18 % Cost of professional services 20,389 20,240 149 1 % Cost of Revenue $ 62,593 $ 53,231 $ 9,362 18 % Cost of Subscription Cost of subscription increased by $6.8 million, or 35% for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
Cost of Revenue Year Ended December 31, Change 2025 2024 Amount Percent ($ in thousands) Cost of subscription services $ 37,461 $ 26,004 $ 11,457 44 % Cost of term-license 87 — 87 100 % Cost of other non-recurring 15,617 16,200 (583) (4 %) Cost of professional services 22,007 20,389 1,618 8 % Cost of Revenue $ 75,172 $ 62,593 $ 12,579 20 % 78 Table of Content Cost of Subscription Cost of subscription increased by $11.5 million, or 44% for the year ended December 31, 2025, as compared to the year ended December 31, 2024.
Removed
Our digital forensics software, case and evidence management, and investigative analytic solutions offered within our Case-to-Closure (C2C) Platform are used to advance legally sanctioned investigations by approximately 7,000 customers worldwide, including many of the largest federal, state and local law enforcement and government agencies as well as enterprise companies and service providers.
Added
Our solutions are designed to help law enforcement agencies protect their communities more effectively and efficiently by advancing investigations, and in that supporting these agencies in their efforts to successfully prosecute criminals, and exonerate the innocent.
Removed
Other non-recurring Other non-recurring gross profit increased by $1.3 million, or 629%, during the year ended December 31, 2024, as compared with the year ended December 31, 2023.
Added
Defense and intelligence agencies use our solutions to enhance border security, advance counter terrorism and intelligence operations, conduct sensitive site exploitation, increase military readiness, and support cyber operations.
Removed
This increase is primarily attributable to an increase in salaries and related costs of $8.1 million, and additional consulting and project-related costs totaling $2.5 million associated with the Company’s FedRAMP initiative and other research activities.
Added
Our software also enables enterprises and service providers to collect and review data in support of corporate investigations, eDiscovery and incidence response events, as well as to more efficiently and effectively design and validate next-generation mobile applications. For more information, see “ Part I, Item 4. Information on the Company — B.
Removed
General and administrative General and administrative expenses increased by $7.5 million, or 17%, for the year ended December 31, 2024, as compared with the year ended December 31, 2023.

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Item 6. [Reserved]

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

148 edited+24 added−29 removed241 unchanged
Termination of Employment. In the event of termination of a grantee’s employment or service with Cellebrite, all vested and exercisable options held by such grantee as of the date of termination may be exercised within three months after such date of termination, unless otherwise determined by the administrator.
In the event of termination of a grantee’s employment or service with Cellebrite, all vested and exercisable options held by such grantee as of the date of termination may be exercised within three months after such date of termination, unless otherwise determined by the administrator.
Section 102 of the Ordinance allows employees, directors and officers who are not “controlling shareholders” (as used under the Ordinance) and are considered Israeli residents to receive favorable tax treatment for compensation in the form of shares or options under certain terms and conditions.
Section 102 of the Ordinance allows employees, directors and officers who are not “controlling shareholders” (as used under the Ordinance) and are considered Israeli residents to receive favorable tax treatment for compensation in the form of shares or options under certain terms and conditions.
Our non-employee service providers and controlling shareholders who are considered Israeli residents may only be granted options under section 3(i) of the Ordinance, which does not provide for similar tax benefits.
Our non-employee service providers and controlling shareholders who are considered Israeli residents may only be granted options under section 3(i) of the Ordinance, which does not provide for similar tax benefits.
Section 102 includes two alternatives for tax treatment involving the issuance of options or shares to a trustee for the benefit of the grantees and also includes an additional alternative for the issuance of options or shares directly to the grantee.
Section 102 includes two alternatives for tax treatment involving the issuance of options or shares to a trustee for the benefit of the grantees and also includes an additional alternative for the issuance of options or shares directly to the grantee.
Such notice is irrevocable and may not be resigned or revised once it has been delivered to Cellebrite its representative. An option may not be exercised for a fraction of a share.
Such notice is irrevocable and may not be resigned or revised once it has been delivered to Cellebrite its representative. An option may not be exercised for a fraction of a share.
In the event of termination of a grantee’s employment or service with Cellebrite or any of its affiliates, all vested and exercisable options held by such grantee as of the date of termination may be exercised within three months after such date of termination, unless otherwise determined by the administrator.
Termination of Employment . In the event of termination of a grantee’s employment or service with Cellebrite or any of its affiliates, all vested and exercisable options held by such grantee as of the date of termination may be exercised within three months after such date of termination, unless otherwise determined by the administrator.
After such three month period, all such unexercised options will terminate and the shares covered by such options shall be made available for issuance under the 2021 Share Incentive Plan.
After such three month period, all such unexercised options will terminate and the shares covered by such options shall be made available for issuance under the 2021 Share Incentive Plan.
To the extant it has not been previously exercised, an option will terminate immediately prior to the event.
To the extant it has not been previously exercised, an option will terminate immediately prior to the event.
In the event of a distribution of a cash dividend to all shareholders, the administrator may determine, without the consent of any holder of an award, that the exercise price of an outstanding and unexercised award shall be reduced by an amount equal to the per share gross dividend amount distributed by the Company, subject to applicable law.
In the event of a distribution of a cash dividend to all shareholders, the administrator may determine, without the consent of any holder of an award, that the exercise price of an outstanding and unexercised award shall be reduced by an amount equal to the per share gross dividend amount distributed by the Company, subject to applicable law.
The audit committee may not include the chairman of the board, a controlling shareholder of the company, a relative of a controlling shareholder, a director employed by or providing services on a regular basis to the company, to a controlling shareholder or to an entity controlled by a controlling shareholder, or a director who derives most of his or her income from a controlling shareholder.
The audit committee may not include the chairman of the board, a controlling shareholder of the company, a relative of a controlling shareholder, a director employed by or providing services on a regular basis to the company, to a controlling shareholder or to an entity controlled by a controlling shareholder, or a director who derives most of his or her income from a controlling shareholder.
The compensation policy must furthermore consider the following additional factors: • the knowledge, skills, expertise and accomplishments of the relevant office holder; • the office holder’s roles and responsibilities and prior compensation agreements with him or her; • the relationship between the terms offered and the average compensation of the other employees of the company, including those employed through manpower companies; • the impact of disparities in salary upon work relationships in the company; • the possibility of reducing variable compensation at the discretion of the board of directors; • the possibility of setting a limit on the exercise value of non-cash variable equity-based compensation; and • as to severance compensation, the period of service of the office holder, the terms of his or her compensation during such service period, the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and the maximization of its profits, and the circumstances under which the person is leaving the company. 130 Table of Content In addition, the Companies Law provides that the following matters must be included in the compensation policy (the "Compensation Policy Mandatory Provisions"): (i) the award of variable components must be based on long term and measurable performance criteria (other than non-material variable components, which may be based on non-measurable criteria taking into account the relevant person's contribution to the performance of the company); (ii) the company must set a ratio between fixed and variable pay, set a cap on the payment of any cash variable compensation components as of the payment of such components, and set a cap on the maximum cash value all non-cash variable components as of their grant date; (iii) the compensation policy must include a provision requiring the relevant person to return to the company any compensation that was awarded on the basis of financial figures that were subsequently restated; (iv) equity based variable compensation components should have an appropriate minimum vesting periods, which should be linked to long term performance objectives; and (v) the company must set a clear limit on termination payments.
The compensation policy must furthermore consider the following additional factors: • the knowledge, skills, expertise and accomplishments of the relevant office holder; • the office holder’s roles and responsibilities and prior compensation agreements with him or her; • the relationship between the terms offered and the average compensation of the other employees of the company, including those employed through manpower companies; • the impact of disparities in salary upon work relationships in the company; • the possibility of reducing variable compensation at the discretion of the board of directors; • the possibility of setting a limit on the exercise value of non-cash variable equity-based compensation; and • as to severance compensation, the period of service of the office holder, the terms of his or her compensation during such service period, the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and the maximization of its profits, and the circumstances under which the person is leaving the company. 118 Table of Content In addition, the Companies Law provides that the following matters must be included in the compensation policy (the "Compensation Policy Mandatory Provisions"): (i) the award of variable components must be based on long term and measurable performance criteria (other than non-material variable components, which may be based on non-measurable criteria taking into account the relevant person's contribution to the performance of the company); (ii) the company must set a ratio between fixed and variable pay, set a cap on the payment of any cash variable compensation components as of the payment of such components, and set a cap on the maximum cash value all non-cash variable components as of their grant date; (iii) the compensation policy must include a provision requiring the relevant person to return to the company any compensation that was awarded on the basis of financial figures that were subsequently restated; (iv) equity based variable compensation components should have an appropriate minimum vesting periods, which should be linked to long term performance objectives; and (v) the company must set a clear limit on termination payments.
Risk Factors—Risks Relating to an Investment in our Securities —As a ‘foreign private issuer’ under applicable securities laws and regulations, Cellebrite is permitted to, and may, file less or different information with the SEC than a company incorporated in the United States, and will follow certain home country governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers. ” Board of Directors Under the Companies Law and the Amended Articles, our business and affairs are managed under the direction of our board of directors.
Risk Factors—Risks Relating to an Investment in our Securities —As a ‘foreign private issuer’ under applicable securities laws and regulations, Cellebrite is permitted to, and may, file less or different information with the SEC than a company incorporated in the United States, and will follow certain home country governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers. ” Board of Directors Under the Companies Law and the Articles, our business and affairs are managed under the direction of our board of directors.
The authorities and responsibilities of the lead independent director include, but are not be limited to, the following: • presiding as chairman of meetings of the board of directors at which the chairman of the board of directors is not present, including executive sessions of the independent members of the board of directors; • serving as liaison between the chairman of the board of directors and the independent members of the board of directors; • approving meeting agendas for the board of directors; • approving information sent to the board of directors; • approving meeting schedules to assure that there is sufficient time for discussion of all agenda items; • if so determined by the board of directors at such time, providing leadership and serving as temporary chairperson in the event of the inability of the chairperson to fulfill his/her role due to crisis or other event or circumstance which would make leadership by existing management inappropriate or ineffective, in which case the lead independent director shall have the authority to convene meetings of the full board of directors; • having the authority to call meetings of the independent members of the board of directors; and • if requested by major shareholders, ensuring that he or she is available for consultation and direct communication. 125 Table of Content Audit Committee Companies Law Requirements Under the Companies Law, the board of directors of a public company must appoint an audit committee.
The authorities and responsibilities of the lead independent director include, but are not be limited to, the following: • presiding as chairman of meetings of the board of directors at which the chairman of the board of directors is not present, including executive sessions of the independent members of the board of directors; • serving as liaison between the chairman of the board of directors and the independent members of the board of directors; • approving meeting agendas for the board of directors; • approving information sent to the board of directors; • approving meeting schedules to assure that there is sufficient time for discussion of all agenda items; • if so determined by the board of directors at such time, providing leadership and serving as temporary chairperson in the event of the inability of the chairperson to fulfill his/her role due to crisis or other event or circumstance which would make leadership by existing management inappropriate or ineffective, in which case the lead independent director shall have the authority to convene meetings of the full board of directors; • having the authority to call meetings of the independent members of the board of directors; and • if requested by major shareholders, ensuring that he or she is available for consultation and direct communication. 113 Table of Content Audit Committee Companies Law Requirements Under the Companies Law, the board of directors of a public company must appoint an audit committee.
In addition, our compensation policy must be approved at least once every three years, first, by our board of directors, upon recommendation of our compensation committee, and second, by a majority of the Ordinary Shares present, in person or by proxy, and voting (excluding abstentions) at a general meeting of shareholders, provided that either: • such majority includes at least a majority of the shares held by shareholders who are not controlling shareholders and shareholders who do not have a personal interest in such compensation policy; or • the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in the compensation policy and who vote against the policy does not exceed two percent (2%) of the aggregate voting rights in the Company. 129 Table of Content Under special circumstances, the board of directors may approve the compensation policy despite the objection of the shareholders on the condition that the compensation committee and then the board of directors decide, on the basis of detailed grounds and after discussing again the compensation policy, that approval of the compensation policy, despite the objection of shareholders, is for the benefit of the company.
In addition, our compensation policy must be approved at least once every three years, first, by our board of directors, upon recommendation of our compensation committee, and second, by a majority of the Ordinary Shares present, in person or by proxy, and voting (excluding abstentions) at a general meeting of shareholders, provided that either: • such majority includes at least a majority of the shares held by shareholders who are not controlling shareholders and shareholders who do not have a personal interest in such compensation policy; or • the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in the compensation policy and who vote against the policy does not exceed two percent (2%) of the aggregate voting rights in the Company. 117 Table of Content Under special circumstances, the board of directors may approve the compensation policy despite the objection of the shareholders on the condition that the compensation committee and then the board of directors decide, on the basis of detailed grounds and after discussing again the compensation policy, that approval of the compensation policy, despite the objection of shareholders, is for the benefit of the company.
Thereafter, an external director may be re-elected by shareholders to serve in that capacity for up to two additional three-year terms, provided that either: (i) his or her service for each such additional term is recommended by one or more shareholders holding at least 1% of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number of shares held by non-controlling, disinterested shareholders voting for such re-election exceeds 2% of the aggregate voting rights in the company, subject to additional restrictions set forth in the Companies Law with respect to affiliations of external director nominee; 122 Table of Content (ii) his or her service for each such additional term is recommended by the board of directors and is approved at a meeting of shareholders by the same majority required for the initial election of an external director (as described above); or (iii) his or her service for each such additional term is suggested by the director himself/herself and is approved at a shareholders meeting by a disinterested majority, where the total number of shares held by non-controlling, disinterested shareholders voting for such re-election exceeds 2% of the aggregate voting rights in the company, subject to additional restrictions set forth in the Companies Law with respect to affiliations of external director nominee.
Thereafter, an external director may be re-elected by shareholders to serve in that capacity for up to two additional three-year terms, provided that either: (i) his or her service for each such additional term is recommended by one or more shareholders holding at least 1% of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number of shares held by non-controlling, disinterested shareholders voting for such re-election exceeds 2% of the aggregate voting rights in the company, subject to additional restrictions set forth in the Companies Law with respect to affiliations of external director nominee; (ii) his or her service for each such additional term is recommended by the board of directors and is approved at a meeting of shareholders by the same majority required for the initial election of an external director (as described above); or 110 Table of Content (iii) his or her service for each such additional term is suggested by the director himself/herself and is approved at a shareholders meeting by a disinterested majority, where the total number of shares held by non-controlling, disinterested shareholders voting for such re-election exceeds 2% of the aggregate voting rights in the company, subject to additional restrictions set forth in the Companies Law with respect to affiliations of external director nominee.
Compensation Committee Role In accordance with the Companies Law, the roles of the compensation committee are, among others, as follows: • making recommendations to the board of directors with respect to the approval of the compensation policy for office holders and, once every three years, regarding any extensions to a compensation policy that was adopted for a period of more than three years (other than following a company’s initial public offering, in which case such approval must occur within 5 years of the initial public offering); • reviewing the implementation of the compensation policy and periodically making recommendations to the board of directors with respect to any amendments or updates of the compensation policy; • resolving whether or not to approve arrangements with respect to the terms of office and employment of office holders; 128 Table of Content • exempting, under certain circumstances, a transaction with our Chief Executive Officer from the approval of our shareholders. • determining, subject to the approval of the board and under special circumstances, whether to override a determination of the company’s shareholders regarding certain compensation related issues.
Compensation Committee Role In accordance with the Companies Law, the roles of the compensation committee are, among others, as follows: • making recommendations to the board of directors with respect to the approval of the compensation policy for office holders and, once every three years, regarding any extensions to a compensation policy that was adopted for a period of more than three years (other than following a company’s initial public offering, in which case such approval must occur within 5 years of the initial public offering); • reviewing the implementation of the compensation policy and periodically making recommendations to the board of directors with respect to any amendments or updates of the compensation policy; • resolving whether or not to approve arrangements with respect to the terms of office and employment of office holders; 116 Table of Content • exempting, under certain circumstances, a transaction with our Chief Executive Officer from the approval of our shareholders. • determining, subject to the approval of the board and under special circumstances, whether to override a determination of the company’s shareholders regarding certain compensation related issues.
The Amended Articles allow us to exculpate, indemnify, and insure our officer holders for any liability imposed on them as a consequence of an act (including any omission) which was performed by virtue of being an office holder. Our office holders are currently covered by a directors and officers’ liability insurance policy.
The Articles allow us to exculpate, indemnify, and insure our officer holders for any liability imposed on them as a consequence of an act (including any omission) which was performed by virtue of being an office holder. Our office holders are currently covered by a directors and officers’ liability insurance policy.
An Israeli company may exculpate an office holder in advance from liability to the company, in whole or in part, for damages caused to the company as a result of a breach of duty of care, but only if a provision authorizing such exculpation is included in its articles of association. The Amended Articles include such a provision.
An Israeli company may exculpate an office holder in advance from liability to the company, in whole or in part, for damages caused to the company as a result of a breach of duty of care, but only if a provision authorizing such exculpation is included in its articles of association. The Articles include such a provision.
Hogan served on the boards of privately held software companies, Pluralsight, Infoblox, Drift, and Gainsight. Prior to joining Vista in January 2021, Tom was the Chairman and CEO of Kony, Inc. from 2014 to its acquisition in the fall of 2019 by Swiss-based Temenos. Mr.
Hogan served on the boards of privately held software companies, Pluralsight, Infoblox, Drift, and Gainsight. Prior to joining Vista in January 2021, Mr. Hogan was the Chairman and CEO of Kony, Inc. from 2014 to its acquisition in the fall of 2019 by Swiss-based Temenos. Mr.
Pursuant to the Amended Articles, a transaction between the company and an office holder, and a transaction between the company and another entity in which an office holder of the company has a personal interest, in each case, which is not an non extraordinary transaction (as defined above), shall require only the approval by the board of directors or a committee of the board of directors.
Pursuant to the Articles, a transaction between the company and an office holder, and a transaction between the company and another entity in which an office holder of the company has a personal interest, in each case, which is not an non extraordinary transaction (as defined above), shall require only the approval by the board of directors or a committee of the board of directors.
In the case of a vacancy due to the number of directors being less than the maximum number of directors stated in the Amended Articles, the new director filling the vacancy will serve until the next annual general meeting of our shareholders for the election of the class of directors to which such director was assigned by our board of directors.
In the case of a vacancy due to the number of directors being less than the maximum number of directors stated in the Articles, the new director filling the vacancy will serve until the next annual general meeting of our shareholders for the election of the class of directors to which such director was assigned by our board of directors.
As of the date of this annual report, the Amended Articles provide in respect of future director appointment rights that (i) one director is to be nominated by the Sponsor and reasonably acceptable to Cellebrite; and (ii) two directors are be nominated by SUNCORPORATION and reasonably acceptable to Cellebrite. Our external directors, Mses.
As of the date of this annual report, the Articles provide in respect of future director appointment rights that (i) one director is to be nominated by the Sponsor and reasonably acceptable to Cellebrite; and (ii) two directors are be nominated by SUNCORPORATION and reasonably acceptable to Cellebrite. Our external directors, Mses.
Pursuant to the Amended Articles, other than external directors, for whom special election requirements apply under the Companies Law, the number of directors on our board of directors consists of no less than three and no more than eleven directors divided into three classes with staggered three-year terms.
Pursuant to the Articles, other than external directors, for whom special election requirements apply under the Companies Law, the number of directors on our board of directors consists of no less than three and no more than eleven directors divided into three classes with staggered three-year terms.
Eligibility. The 2019 Option Plan provides for granting options under various tax regimes, including, without limitation, in compliance with Section 102 (“Section 102”) of the Israeli Income Tax Ordinance (New Version), 5721-1961 (the “Ordinance”), unapproved Section 102 options, and Section 3(i) of the Ordinance.
The 2019 Option Plan provides for granting options under various tax regimes, including, without limitation, in compliance with Section 102 (“Section 102”) of the Israeli Income Tax Ordinance (New Version), 5721-1961 (the “Ordinance”), unapproved Section 102 options, and Section 3(i) of the Ordinance.
As of the date of this annual report, the Amended Articles provide in respect of future director appointment rights that (i) one director is to be nominated by the Sponsor and reasonably acceptable to Cellebrite; and (ii) two directors are be nominated by SUNCORPORATION and reasonably acceptable to Cellebrite.
As of the date of this annual report, the Articles provide in respect of future director appointment rights that (i) one director is to be nominated by the Sponsor and reasonably acceptable to Cellebrite; and (ii) two directors are be nominated by SUNCORPORATION and reasonably acceptable to Cellebrite.
Our board of directors has determined that each of our directors, other than Mr. Hogan, is an independent director as defined in the Nasdaq corporate governance rules. Chairperson of the Board The Amended Articles provide that the Chairperson of the board of directors is appointed by the members of the board of directors from among them.
Our board of directors has determined that each of our directors, other than Mr. Hogan, is an independent director as defined in the Nasdaq corporate governance rules. Chairperson of the Board The Articles provide that the Chairperson of the board of directors is appointed by the members of the board of directors from among them.
A non-material portion of the Chief Executive Officer’s annual cash bonus, as provided in our compensation policy, may be based on a discretionary evaluation of the Chief Executive Officer’s overall performance by the compensation committee and the board of directors. 131 Table of Content The equity-based compensation under our compensation policy for our executive officers (including members of our board of directors) is designed in a manner consistent with the underlying objectives in determining the base salary and the annual cash bonus, with its main objectives being to enhance the alignment between the executive officers’ interests with our long-term interests and those of our shareholders and to strengthen the retention and the motivation of executive officers in the long term.
A non-material portion of the Chief Executive Officer’s annual cash bonus, as provided in our compensation policy, may be based on a discretionary evaluation of the Chief Executive Officer’s overall performance by the compensation committee and the board of directors. 119 Table of Content The equity-based compensation under our compensation policy for our executive officers (including members of our board of directors) is designed in a manner consistent with the underlying objectives in determining the base salary and the annual cash bonus, with its main objectives being to enhance the alignment between the executive officers’ interests with our long-term interests and those of our shareholders and to strengthen the retention and the motivation of executive officers in the long term.
Unless otherwise determined by our board of directors, the compensation committee of our board of directors (or such other committee or sub-committee to which our board of directors delegates administration of the ESPP) will administer the ESPP and will have the authority to interpret the terms of the ESPP, determine eligibility under the ESPP, determine when rights to purchase shares shall be granted and the provisions of each offering of such rights, to impose a mandatory holding period under which employees may not dispose or transfer shares under the ESPP, prescribe, revoke and amend forms, rules and procedures relating to the ESPP, and otherwise exercise such powers and to perform such acts as the administrator deems necessary or expedient to promote the best interests of the Company and its subsidiaries and to carry out the intent that the ESPP be treated as an “employee stock purchase plan” within the meaning of Section 423 of the Code for the Section 423 Component.
Unless otherwise determined by our board of directors, the compensation committee of our board of directors (or such other committee or sub-committee to which our board of directors delegates administration of the ESPP) will administer the ESPP and will have the authority to interpret the terms of the ESPP, determine eligibility under the ESPP, determine when rights to purchase shares shall be granted and the provisions of each offering of such rights, to impose a mandatory holding period under which employees may not dispose or transfer shares under the ESPP, prescribe, revoke and amend forms, rules and procedures relating to the ESPP, and otherwise exercise such powers and to perform such acts as the administrator deems necessary or expedient to promote the best interests of the Company and its subsidiaries and to carry out the intent that the ESPP be treated as an “employee stock purchase plan” within the meaning of Section 423 of the Code for the Section 423 Component. 104 Table of Content Eligibility.
However, pursuant to the specific director appointment rights contained in the Amended Articles, (i) two directors reasonably acceptable to Cellebrite were nominated by the Sponsor (each a “Sponsor Director”); and (ii) two directors reasonably acceptable to Cellebrite were nominated by SUNCORPORATION (each a “SUN Director”).
However, pursuant to the specific director appointment rights contained in the Articles, (i) two directors reasonably acceptable to Cellebrite were nominated by the Sponsor (each a “Sponsor Director”); and (ii) two directors reasonably acceptable to Cellebrite were nominated by SUNCORPORATION (each a “SUN Director”).
In addition the audit committee is responsible for the supervision of the manner the Company implements the requirements of the PPL and the Security Regulations. 127 Table of Content Our audit committee may not approve any actions requiring its approval (see “— Approval of Related Party Transactions Under Israeli Law ”), unless at the time of the approval a majority of the committee’s members are present, which majority consists of unaffiliated directors including at least one external director.
In addition the audit committee is responsible for the supervision of the manner the Company implements the requirements of the PPL and the Security Regulations. 115 Table of Content Our audit committee may not approve any actions requiring its approval (see “— Approval of Related Party Transactions Under Israeli Law ”), unless at the time of the approval a majority of the committee’s members are present, which majority consists of unaffiliated directors including at least one external director.
Under the 2019 Plan, the administrator has the authority, subject to applicable law, to interpret the terms of the 2019 Plan and any award agreements or awards granted thereunder, designate recipients of awards, determine and amend the terms of awards, including the exercise price of an option award, the fair market value of an ordinary share, the time and vesting schedule applicable to an award or the method of payment for an award, accelerate or amend the vesting schedule applicable to an award, prescribe the forms of agreement for use under the 2019 Plan and take all other actions and make all other determinations necessary for the administration of the 2019 Plan.
Under the 2019 Plan, the administrator has the authority, subject to applicable law, to interpret the terms of the 2019 Plan and any award agreements or awards granted thereunder, determine and amend the terms of awards, including the exercise price of an option award, the fair market value of an ordinary share, the time and vesting schedule applicable to an award or the method of payment for an award, accelerate or amend the vesting schedule applicable to an award, prescribe the forms of agreement for use under the 2019 Plan and take all other actions and make all other determinations necessary for the administration of the 2019 Plan.
Grant . All awards granted pursuant to the 2019 Plan will be evidenced by an award agreement, in a form approved, from time to time, by the administrator in its sole discretion.
All awards granted pursuant to the 2019 Plan will be evidenced by an award agreement, in a form approved, from time to time, by the administrator in its sole discretion.
The 2021 Plan provides for the grant of equity-based incentive awards to our employees, directors, officers, consultants, advisors and other persons or entities who provide services to us in order to incentivize them to increase their efforts on behalf of the Company and to promote the success of the Company’s business. 113 Table of Content Shares Available for Grants .
The 2021 Plan provides for the grant of equity-based incentive awards to our employees, directors, officers, consultants, advisors and other persons or entities who provide services to us in order to incentivize them to increase their efforts on behalf of the Company and to promote the success of the Company’s business. 101 Table of Content Shares Available for Grants .
Compensation—Compensation of Directors and Executive Officers .” 134 Table of Content Shareholder Duties Pursuant to the Companies Law, a shareholder has a duty to act in good faith and in a customary manner in exercising his or her rights and in fulfilling his or her duties toward the company and other shareholders and to refrain from abusing his or her power with respect to the company, including, among other things, in voting at a general meeting and at shareholder class meetings with respect to the following matters: • an amendment to the company’s articles of association; • an increase of the company’s authorized share capital; • a merger; or • interested party transactions that require shareholder approval.
Compensation—Compensation of Directors and Executive Officers .” Shareholder Duties Pursuant to the Companies Law, a shareholder has a duty to act in good faith and in a customary manner in exercising his or her rights and in fulfilling his or her duties toward the company and other shareholders and to refrain from abusing his or her power with respect to the company, including, among other things, in voting at a general meeting and at shareholder class meetings with respect to the following matters: • an amendment to the company’s articles of association; • an increase of the company’s authorized share capital; • a merger; or • interested party transactions that require shareholder approval.
The duty of loyalty requires that an office holder act in good faith and in the best interests of the company, and includes, among other things, the duty to: • refrain from any act involving a conflict of interest between the performance of his, her or its duties in the company and his, her or its other duties or personal affairs; • refrain from any activity that is competitive with the business of the company; • refrain from exploiting any business opportunity of the company for the purpose of gaining a personal advantage for himself, herself or itself or others; and • disclose to the company any information or documents relating to the company’s affairs which the office holder received as a result of his, her or its position as an office holder.
The duty of loyalty requires that an office holder act in good faith and in the best interests of the company, and includes, among other things, the duty to: • refrain from any act involving a conflict of interest between the performance of his, her or its duties in the company and his, her or its other duties or personal affairs; • refrain from any activity that is competitive with the business of the company; • refrain from exploiting any business opportunity of the company for the purpose of gaining a personal advantage for himself, herself or itself or others; and 121 Table of Content • disclose to the company any information or documents relating to the company’s affairs which the office holder received as a result of his, her or its position as an office holder.
The 2019 Plan provides for the grant and issuance of restricted shares, RSUs or other share-based awards (collectively, awards) to employees, directors, officers, consultants, advisors and other service providers of Cellebrite and its affiliates. Authorized Shares . As of December 31, 2024, there were no awards related to Ordinary Shares outstanding under the 2019 Plan. Administration.
The 2019 Plan provides for the grant and issuance of restricted shares, RSUs or other share-based awards (collectively, awards) to employees, directors, officers, consultants, advisors and other service providers of Cellebrite and its affiliates. Authorized Shares . As of December 31, 2025, there were no awards related to Ordinary Shares outstanding under the 2019 Plan. Administration.
Hogan is a Director of Cellebrite and the Interim Chief Executive Officer, positions which he has held since August 2023 and January 2025, respectively. Mr. Hogan served as an Operating Managing Director for Vista Equity Partners from January 2021 to February 2023. During his Vista tenure Mr.
Hogan is a Director of Cellebrite and the Chief Executive Officer, positions which he has held since August 2023 and August 2025, respectively, after having served as Interim Chief Executive Officer since January 2025. Mr. Hogan served as an Operating Managing Director for Vista Equity Partners from January 2021 to February 2023. During his Vista tenure Mr.
As of the date of this Annual Report, and until the earlier of (i) the date immediately prior to Cellebrite’s 2027 annual general meeting of its shareholders and (ii) the date on which the Sponsor Parties beneficially own in the aggregate less than one-third (1/3) of the number of Ordinary Shares beneficially owned by the Sponsor Parties on the consummation of the Merger, the Sponsor has the right to appoint one Class III Sponsor Director. 120 Table of Content • SUNCORPORATION has the right to appoint a Class I SUN Director and a Class II SUN Director until such time as SUNCORPORATION and its affiliates cease to beneficially own in the aggregate at least 20% of the issued and outstanding Ordinary Shares.
As of the date of this Annual Report, and until the earlier of (i) the date immediately prior to Cellebrite’s 2027 annual general meeting of its shareholders and (ii) the date on which the Sponsor Parties beneficially own in the aggregate less than one-third (1/3) of the number of Ordinary Shares beneficially owned by the Sponsor Parties on the consummation of the Merger, the Sponsor has the right to appoint one Class III Sponsor Director. • SUNCORPORATION has the right to appoint a Class I SUN Director and a Class II SUN Director until such time as SUNCORPORATION and its affiliates cease to beneficially own in the aggregate at least 20% of the issued and outstanding Ordinary Shares.
Our board has determined that Dafna Gruber is an audit committee financial expert as defined by the SEC rules. 126 Table of Content Audit Committee Role Our board of directors has adopted an audit committee charter setting forth the responsibilities of the audit committee, which are consistent with the Companies Law, the SEC rules, and the Nasdaq corporate governance rules.
Our board has determined that Dafna Gruber is an audit committee financial expert as defined by the SEC rules. 114 Table of Content Audit Committee Role Our board of directors has adopted an audit committee charter setting forth the responsibilities of the audit committee, which are consistent with the Companies Law, the SEC rules, and the Nasdaq corporate governance rules.
Notwithstanding the foregoing, the administrator may upon such event amend, modify or terminate the terms of any option as it shall deem, in good faith, appropriate. 2019 Share Option Plan Cellebrite’s 2019 Share Option Plan (the “2019 Option Plan”) was adopted by its board of directors on June 17, 2019.
Notwithstanding the foregoing, the administrator may upon such event amend, modify or terminate the terms of any option as it shall deem, in good faith, appropriate. 2019 Share Option Plan Cellebrite’s 2019 Share Option Plan (the “2019 Option Plan”) was adopted by our board of directors on June 17, 2019.
Under the Companies Law, the term “affiliation” and the similar types of disqualifying relationships include (subject to certain exceptions): • an employment relationship; • a business or professional relationship even if not maintained on a regular basis (but excluding insignificant relationships); • control; and • service as an office holder, excluding service as a director in a private company prior to the initial public offering of its shares if such director was appointed as a director of the private company in order to serve as an external director following the initial public offering.
Under the Companies Law, the term “affiliation” and the similar types of disqualifying relationships include (subject to certain exceptions): • an employment relationship; 111 Table of Content • a business or professional relationship even if not maintained on a regular basis (but excluding insignificant relationships); • control; and • service as an office holder, excluding service as a director in a private company prior to the initial public offering of its shares if such director was appointed as a director of the private company in order to serve as an external director following the initial public offering.
An Israeli company may not indemnify or insure an office holder against any of the following: 136 Table of Content • a breach of the duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; • a breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder; • an act or omission committed with intent to derive illegal personal benefit; or • a fine, monetary sanction, or forfeit levied against the office holder.
An Israeli company may not indemnify or insure an office holder against any of the following: • a breach of the duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; • a breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder; • an act or omission committed with intent to derive illegal personal benefit; or • a fine, monetary sanction, or forfeit levied against the office holder.
On the first day of each fiscal year beginning with our 2023 fiscal year and ending on and including the fiscal year of 2033, the initial pool of Ordinary Shares available for issuance under the ESPP has and shall be increased by that number of our Ordinary Shares equal to the lesser of: 116 Table of Content • 1% of the outstanding Ordinary Shares as of the last day of the immediately preceding fiscal year, determined on a fully diluted basis; or • such smaller amount as our board of directors may determine.
On the first day of each fiscal year beginning with our 2023 fiscal year and ending on and including the fiscal year of 2033, the initial pool of Ordinary Shares available for issuance under the ESPP has and shall be increased by that number of our Ordinary Shares equal to the lesser of: • 1% of the outstanding Ordinary Shares as of the last day of the immediately preceding fiscal year, determined on a fully diluted basis; or • such smaller amount as our board of directors may determine.
An Israeli company may indemnify an office holder from the following liabilities and expenses incurred for acts performed as an office holder, either in advance of an event or following an event, provided a provision authorizing such indemnification is contained in its articles of association: 135 Table of Content • a financial liability imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court.
An Israeli company may indemnify an office holder from the following liabilities and expenses incurred for acts performed as an office holder, either in advance of an event or following an event, provided a provision authorizing such indemnification is contained in its articles of association: • a financial liability imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court.
Under the 2008 Plan, the administrator has the authority, subject to applicable law, to interpret the terms of the 2008 Plan and any notices of grant or options granted thereunder, designate recipients of option grants, determine and amend the terms of options, including the exercise price of an option, the fair market value of an Ordinary Share, the time and vesting schedule applicable to an option grant or the method of payment for an option, accelerate or amend the vesting schedule applicable to an option grant, prescribe the forms of agreement for use under the 2008 Plan and take all other actions and make all other determinations necessary for the administration of the 2008 Plan.
Under the 2008 Plan, the administrator has the authority, subject to applicable law, to interpret the terms of the 2008 Plan and any notices of grant or options granted thereunder, determine and amend the terms of options, including the exercise price of an option, the fair market value of an Ordinary Share, the time and vesting schedule applicable to an option grant or the method of payment for an option, accelerate or amend the vesting schedule applicable to an option grant, prescribe the forms of agreement for use under the 2008 Plan and take all other actions and make all other determinations necessary for the administration of the 2008 Plan.
Under the 2019 Option Plan, the administrator has the authority, subject to applicable law, to interpret the terms of the 2019 Option Plan and any notices of grant or options granted thereunder, designate recipients of option grants, determine and amend the terms of options, including the exercise price of an option, the fair market value of an Ordinary Share, the time and vesting schedule applicable to an option grant or the method of payment for an option, accelerate or amend the vesting schedule applicable to an option grant, prescribe the forms of agreement for use under the 2019 Option Plan and take all other actions and make all other determinations necessary for the administration of the 2019 Option Plan.
Under the 2019 Option Plan, the administrator has the authority, subject to applicable law, to interpret the terms of the 2019 Option Plan and any notices of grant or options granted thereunder, determine and amend the terms of options, including the exercise price of an option, the fair market value of an Ordinary Share, the time and vesting schedule applicable to an option grant or the method of payment for an option, accelerate or amend the vesting schedule applicable to an option grant, prescribe the forms of agreement for use under the 2019 Option Plan and take all other actions and make all other determinations necessary for the administration of the 2019 Option Plan.
All amounts reported reflect the cost to the Company as recognized in our financial statements for the year ended December 31, 2024. U.S. dollar amounts indicated for compensation of our Covered Executives are as follows: • Thomas E. Hogan.
All amounts reported reflect the cost to the Company as recognized in our financial statements for the year ended December 31, 2025. U.S. dollar amounts indicated for compensation of our Covered Executives are as follows: • Thomas E. Hogan.
Capellas is a graduate of Kent State University. 100 Table of Content Yonatan Domnitz is a Director of Cellebrite, a position which he has held since April 2020. Mr. Domnitz was appointed as a Director of SUNCORPORATION, the parent company of Cellebrite, in April 2020.
Capellas is a graduate of Kent State University. 89 Table of Content Yonatan Domnitz is a Director of Cellebrite, a position which he has held since April 2020. Mr. Domnitz was appointed as a Director of SUNCORPORATION, the parent company of Cellebrite, in April 2020.
With regard to tax withholding, exercise price and purchase price obligations arising in connection with options under the 2008 Plan, the administrator may, in its discretion, among others, accept cash or otherwise provide for net withholding of shares in a cashless exercise mechanism. Transferability. Neither the options nor any right in connection with such options are assignable or transferable.
With regard to tax withholding, exercise price and purchase price obligations arising in connection with options under the 2019 Option Plan, the administrator may, in its discretion, among others, accept cash or otherwise provide for net withholding of shares in a cashless exercise mechanism. Transferability. Neither the options nor any right in connection with such options are assignable or transferable.
In the absence of any specific designation by the administrator, a participant may decrease (but not increase) his or her payroll deduction elections one time during each offering period. Exercise of Purchase Right. Amounts contributed and accumulated by the participant will be used to purchase our Ordinary Shares at the end of each offering period.
In the absence of any specific designation by the administrator, a participant may decrease (but not increase) his or her payroll deduction elections one time during each offering period. 105 Table of Content Exercise of Purchase Right. Amounts contributed and accumulated by the participant will be used to purchase our Ordinary Shares at the end of each offering period.
Capellas, and Ryusuke Utsumi, and their terms will expire at our annual meeting of shareholders to be held in 2026; and • the Class III directors are Adam H. Clammer and Thomas E. Hogan, and their terms will expire at our annual meeting of shareholders to be held in 2027.
Capellas, and Ryusuke Utsumi, and their terms will expire at our annual meeting of shareholders to be held in 2026; and • the Class III directors are Adam H. Clammer and Thomas E.
Van Buren holds an MBA from Harvard Business School, where he was a Baker Scholar, and a B.S. in Business Administration with concentrations in Finance and Accounting from California Polytechnic State University, San Luis Obispo. Family Relationships There are no family relationships between any of our executive officers and our directors.
Van Buren holds an MBA from Harvard Business School, where he was a Baker Scholar, and a B.S. in Business Administration with concentrations in Finance and Accounting from California Polytechnic State University, San Luis Obispo. 90 Table of Content Family Relationships There are no family relationships between any of our executive officers and our directors.
The board of directors is charged with determining whether a director possesses financial and accounting expertise or professional qualifications. Lead Independent Director Our board of directors has adopted corporate governance guidelines, which now serve as a flexible framework within which our board of directors and its committees operate subject to the requirements of applicable law and regulations.
The board of directors is charged with determining whether a director possesses financial and accounting expertise or professional qualifications. 112 Table of Content Lead Independent Director Our board of directors has adopted corporate governance guidelines, which now serve as a flexible framework within which our board of directors and its committees operate subject to the requirements of applicable law and regulations.
Utsumi served as a General Manager at Chubu Aerospace Industrial Technology Center from June 2009 to June 2012. Prior to that, Mr. Utsumi served as the Incubation Manager at Aichi Venture House from March 2008 to June 2009. 101 Table of Content Brandon Van Buren is a Director of Cellebrite, a position which he has held since May 2023. Mr.
Utsumi served as a General Manager at Chubu Aerospace Industrial Technology Center from June 2009 to June 2012. Prior to that, Mr. Utsumi served as the Incubation Manager at Aichi Venture House from March 2008 to June 2009. Brandon Van Buren is a Director of Cellebrite, a position which he has held since May 2023. Mr.
Richardson and Yonatan Domnitz, and their terms will expire at the annual general meeting of shareholders to be held in 2025; and • the Class II directors are Brandon Van Buren, Michael D.
Richardson and Yonatan Domnitz, and their terms will expire at the annual general meeting of shareholders to be held in 2028; and • the Class II directors are Brandon Van Buren, Michael D.
Notwithstanding any of the foregoing, if a grantee’s employment or services with Cellebrite or any of its affiliates is terminated for “cause” (as defined in the 2019 Option Plan), all outstanding options held by such grantee (whether vested or unvested) will terminate on the date of such termination and the shares covered by such options shall be made available for issuance under the 2021 Share Incentive Plan.
Notwithstanding any of the foregoing, if a grantee’s employment or services with Cellebrite or any of its affiliates is terminated for “cause” (as defined in the 2019 Option Plan), all outstanding options held by such grantee (whether vested or unvested) will terminate on the date of such termination and the shares covered by such options shall be made available for issuance under the 2021 Share Incentive Plan. 98 Table of Content Transactions.
Certain awards under the 2021 Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. 114 Table of Content Each Award Agreement shall provide the vesting schedule for the award as determined by the administrator.
Certain awards under the 2021 Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. Each Award Agreement shall provide the vesting schedule for the award as determined by the administrator.
Tadmor Eilat holds an M.A. in Labor Studies – Organizational consulting and human resources management from Tel Aviv University, and a B.A. in Social Work, from the Hebrew University of Jerusalem. Sigalit Shavit is our Chief Information Officer. Before joining Cellebrite, Ms.
Tadmor Eilat holds an M.A. in Labor Studies – Organizational consulting and human resources management from Tel Aviv University, and a B.A. in Social Work, from the Hebrew University of Jerusalem. 88 Table of Content Sigalit Shavit is our Chief Information Officer. Before joining Cellebrite, Ms.
Shavit holds a B.Sc. in Industrial engineering from the Technion, Israel’s Institute of Technology. 99 Table of Content Directors Adam H. Clammer is a Director of Cellebrite and the Chairman of the Board, positions which he has held since the consummation of the Merger and December 2024, respectively. Mr.
Shavit holds a B.Sc. in Industrial engineering from the Technion, Israel’s Institute of Technology. Directors Adam H. Clammer is a Director of Cellebrite and the Chairman of the Board, positions which he has held since the consummation of the Merger and December 2024, respectively. Mr.
Except as permitted by Section 423 of the Code, with respect to the Non-Section 423 Component, such special terms may not be more favorable than the terms of rights granted under the Section 423 Component to eligible employees who are residents of the United States. 117 Table of Content Offering Periods.
Except as permitted by Section 423 of the Code, with respect to the Non-Section 423 Component, such special terms may not be more favorable than the terms of rights granted under the Section 423 Component to eligible employees who are residents of the United States. Offering Periods.
The 2008 Plan provides for options to purchase shares which may be made available from the authorized but unissued shares of Cellebrite or from shares held in Cellebrite’s treasury and not reserved for some other purpose. 106 Table of Content Exercise.
The 2008 Plan provides for options to purchase shares which may be made available from the authorized but unissued shares of Cellebrite or from shares held in Cellebrite’s treasury and not reserved for some other purpose. Exercise.
The role of the Ethics and Integrity Committee is to advise the board on matters pertaining to evolving international law, ethical considerations related to responsible business practices and requirements under law and regulations applied to the sale and use of our technologies. 137 Table of Content D.
The role of the Ethics and Integrity Committee is to advise the board on matters pertaining to evolving international law, ethical considerations related to responsible business practices and requirements under law and regulations applied to the sale and use of our technologies. D.
Tadmor Eilat served as the Global VP of Human Resources at BitTech/ BetaMedia for 3 years, and before that, she was the General Manager of HRISRAEL for 2 years and the VP HR of Cal-Auto Group for 3 years. Ms.
Prior to CyberArk, Ms. Tadmor Eilat served as the Global VP of Human Resources at BitTech/ BetaMedia for 3 years, and before that, she was the General Manager of HRISRAEL for 2 years and the VP HR of Cal-Auto Group for 3 years. Ms.
With respect to restricted share awards, grantees will possess all incidents of ownership of the restricted shares, including the right to vote and receive dividends on such shares. 115 Table of Content Dividends. Grantees holding restricted share awards will be entitled to receive dividends and other distributions with respect to the shares underlying the restricted share award.
With respect to restricted share awards, grantees will possess all incidents of ownership of the restricted shares, including the right to vote and receive dividends on such shares. Dividends. Grantees holding restricted share awards will be entitled to receive dividends and other distributions with respect to the shares underlying the restricted share award.
Any stock split, stock dividend, combination of shares or similar transaction will be subject to the restrictions of the original restricted share award. Grantees holding RSUs will not be eligible to receive dividend but may be eligible to receive dividend equivalents. Transactions.
Any stock split, stock dividend, combination of shares or similar transaction will be subject to the restrictions of the original restricted share award. Grantees holding RSUs will not be eligible to receive dividend but may be eligible to receive dividend equivalents. 103 Table of Content Transactions.
Each option will expire ten years from the date of the grant thereof, or upon the earlier termination of the grantee’s employment, unless such shorter term of expiration is otherwise designated by the administrator. Awards.
Each option will expire ten years from the date of the grant thereof, or upon the earlier termination of the grantee’s employment, unless such shorter term of expiration is otherwise designated by the administrator. 97 Table of Content Awards.
The administrator shall have the authority to determine the vesting schedule and accelerate the vesting of any outstanding award at such time and under such circumstances as it, in its sole discretion, deems appropriate. Awards.
The administrator shall have the authority to determine the vesting schedule and accelerate the vesting of any outstanding award at such time and under such circumstances as it, in its sole discretion, deems appropriate. 102 Table of Content Awards.
Pursuant to the regulations promulgated under the Companies Law, companies whose shares are traded on specified U.S. stock exchanges, including Nasdaq, and which do not have a controlling shareholder (as such term is defined in the Companies Law), and follow the U.S. rules with respect to the appointment of independent directors and the composition of the Board’s committees, may (but are not required to) elect to opt out of the requirement to maintain external directors and opt out of the composition requirements under the Companies Law with respect to the audit and compensation committees.
Gruber and Baudot-Trajtenberg. 109 Table of Content Pursuant to the regulations promulgated under the Companies Law, companies whose shares are traded on specified U.S. stock exchanges, including Nasdaq, and which do not have a controlling shareholder (as such term is defined in the Companies Law), and follow the U.S. rules with respect to the appointment of independent directors and the composition of the Board’s committees, may (but are not required to) elect to opt out of the requirement to maintain external directors and opt out of the composition requirements under the Companies Law with respect to the audit and compensation committees.
Assumptions and key variables used in the calculation of such amounts are described in N ote 13 to our audited consolidated financial statements included in Item 18 of this Annual Report.
Assumptions and key variables used in the calculation of such amounts are described in Note 13 to our audited consolidated financial statements included in Item 18 of this Annual Report.
Authorized Shares. The maximum number of shares of our common stock which was initially available for issuance under the ESPP was not to exceed 1,871,687 shares, equal to 1% of our outstanding shares immediately after the closing of the Merger.
Authorized Shares . The maximum number of shares of our common stock which was initially available for issuance under the ESPP was not to exceed 1% of our outstanding shares immediately after the closing of the Merger.
Our external directors, who were initially elected by our shareholders on November 29, 2021, and re-elected for a second 3 years term by our shareholders on September 17, 2024 are Mses. Gruber and Baudot-Trajtenberg.
Our external directors, who were initially elected by our shareholders on November 29, 2021, and re-elected for a second 3 years term by our shareholders on September 17, 2024 are Mses.
Notwithstanding the foregoing, the administrator may upon such event amend, modify or terminate the terms of any option as it shall deem, in good faith, appropriate. 110 Table of Content 2019 Restricted Share and Restricted Share Units Plan Cellebrite’s 2019 Restricted Share and Restricted Share Units Plan (the “2019 Plan”) was adopted by its board of directors on June 17, 2019.
Notwithstanding the foregoing, the administrator may upon such event amend, modify or terminate the terms of any option as it shall deem, in good faith, appropriate. 2019 Restricted Share and Restricted Share Units Plan Cellebrite’s 2019 Restricted Share and Restricted Share Units Plan (the “2019 Plan”) was adopted by our board of directors on June 17, 2019.
Each of the members of the compensation committee is required to be independent under the Nasdaq rules relating to compensation committee members and Rule 10C‑1(b)(1) under the Exchange Act, which are different than the general test for independence of board members . Our compensation committee consists of Dafna Gruber, Nadine Baudot-Trajtenberg and Elly Keinan.
Each of the members of the compensation committee is required to be independent under the Nasdaq rules relating to compensation committee members and Rule 10C‑1(b)(1) under the Exchange Act, which are different than the general test for independence of board members . Our compensation committee consists of Dafna Gruber, Nadine Baudot-Trajtenberg and Brandon Van Buren.
Any Shares (a) underlying an option granted under the 2019 Option Plan or an option granted under the 2008 Plan (and any sub-plans) (the “Prior Plans”) (in an amount not to exceed 16,921,120 Shares under the Prior Plan(s)) that has expired, or was cancelled, terminated, forfeited or settled in cash in lieu of issuance of shares, for any reason, without having been exercised; (b) if permitted by Cellebrite, tendered to pay the exercise price of an option (or the exercise price or other purchase price of any option under the Prior Plan(s)), or withholding tax obligations with respect to an option (or any options under the Prior Plan(s)); or (c) if permitted by the Company, subject to an option (or any option under the Prior Plan(s)) that are not delivered to a Grantee because such shares are withheld to pay the exercise price of such option (or of any option under the Prior Plan(s)), or withholding tax obligations with respect to such option (or such other option); shall automatically, and without any further action on the part of Cellebrite or any grantee, again be available for grant of options and shares issued upon exercise of (if applicable) vesting thereof for the purposes of the 2019 Option Plan (unless the 2019 Option Plan shall have been terminated) or unless the board determines otherwise.
Ordinary shares subject to options granted under the 2019 Option Plan that expire or become unexercisable without having been exercised in full will become available again for future grant under the 2021 Share Incentive Plan. 96 Table of Content Any Shares (a) underlying an option granted under the 2019 Option Plan or an option granted under the 2008 Plan (and any sub-plans) (the “Prior Plans”) (in an amount not to exceed 16,921,120 Shares under the Prior Plan(s)) that has expired, or was cancelled, terminated, forfeited or settled in cash in lieu of issuance of shares, for any reason, without having been exercised; (b) if permitted by Cellebrite, tendered to pay the exercise price of an option (or the exercise price or other purchase price of any option under the Prior Plan(s)), or withholding tax obligations with respect to an option (or any options under the Prior Plan(s)); or (c) if permitted by the Company, subject to an option (or any option under the Prior Plan(s)) that are not delivered to a Grantee because such shares are withheld to pay the exercise price of such option (or of any option under the Prior Plan(s)), or withholding tax obligations with respect to such option (or such other option); shall automatically, and without any further action on the part of Cellebrite or any grantee, again be available for grant of options and shares issued upon exercise of (if applicable) vesting thereof for the purposes of the 2019 Option Plan (unless the 2019 Option Plan shall have been terminated) or unless the board determines otherwise.
For clarity, for purposes of the 2019 Plan, military leave, paid maternity or paternity leave or paid sick leave are not deemed unpaid leave of absence. 112 Table of Content Transactions.
For clarity, for purposes of the 2019 Plan, military leave, paid maternity or paternity leave or paid sick leave are not deemed unpaid leave of absence. Transactions.
As of December 31, 2024, there were options to p urchase 1,806,335 Ordinary Shares outstanding under the 2008 Plan. Ordinary shares subject to options granted under the 2008 Plan that expire or become unexercisable without having been exercised in full will become available again for future grant under the 2021 Equity Incentive Plan (the “2021 Plan”). Administration.
As of December 31, 2025, there were options to p urchase 185,827 Ordinary Shares outstanding under the 2008 Plan. Ordinary shares subject to options granted under the 2008 Plan that expire or become unexercisable without having been exercised in full will become available again for future grant under the 2021 Equity Incentive Plan (the “2021 Plan”). Administration .
With regard to tax withholding, exercise price and purchase price obligations arising in connection with options under the 2019 Option Plan, the administrator may, in its discretion, among others, accept cash or otherwise provide for net withholding of shares in a cashless exercise mechanism. Transferability.
With regard to tax withholding, exercise price and purchase price obligations arising in connection with options under the 2008 Plan, the administrator may, in its discretion, among others, accept cash or otherwise provide for net withholding of shares in a cashless exercise mechanism. 95 Table of Content Transferability.
Neither the options nor any right in connection with such options are assignable or transferable. 109 Table of Content Termination of Employment .
Neither the options nor any right in connection with such options are assignable or transferable. Termination of Employment .
The Companies Law provides that a person is not qualified to be appointed as an external director if (i) the person is a relative of a controlling shareholder of the company, or (ii) if that person or his or her relative, partner, employer, another person to whom he or she was directly or indirectly subordinate, or any entity under the person’s control, has or had, during the two years preceding the date of appointment as an external director: (a) any affiliation or other disqualifying relationship with the company, with any person or entity controlling the company or a relative of such person, or with any entity controlled by or under common control with the company; or (b) in the case of a company with no controlling shareholder or any shareholder holding 25% or more of its voting rights, had at the date of appointment as an external director, any affiliation or other disqualifying relationship with a person then serving as chairman of the board or Chief Executive Officer, a holder of 5% or more of the issued share capital or voting power in the company or the most senior financial officer. 123 Table of Content The term “relative” is defined in the Companies Law as a spouse, sibling, parent, grandparent or descendant; spouse’s sibling, parent or descendant; and the spouse of each of the foregoing persons.
The Companies Law provides that a person is not qualified to be appointed as an external director if (i) the person is a relative of a controlling shareholder of the company, or (ii) if that person or his or her relative, partner, employer, another person to whom he or she was directly or indirectly subordinate, or any entity under the person’s control, has or had, during the two years preceding the date of appointment as an external director: (a) any affiliation or other disqualifying relationship with the company, with any person or entity controlling the company or a relative of such person, or with any entity controlled by or under common control with the company; or (b) in the case of a company with no controlling shareholder or any shareholder holding 25% or more of its voting rights, had at the date of appointment as an external director, any affiliation or other disqualifying relationship with a person then serving as chairman of the board or Chief Executive Officer, a holder of 5% or more of the issued share capital or voting power in the company or the most senior financial officer.
Therefore, each year the term of office of only one class of directors will expire. Our directors who are not external directors are divided among the three classes as follows: 119 Table of Content • the Class I directors are Elly Keinan, Troy K.
Therefore, each year the term of office of only one class of directors will expire. Our directors who are not external directors are divided among the three classes as follows: • the Class I directors are Troy K.

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Item 7. Management's Discussion & Analysis

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

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See “Part I, Item 6. Directors, Senior Management and Employees—C. Board Practices—Approval of Related Party Transactions under Israeli Law—Exculpation, Insurance and Indemnification of Office Holders ” for additional information. 141 Table of Content C. INTERESTS OF EXPERTS AND COUNSEL Not applicable.
See “Part I, Item 6. Directors, Senior Management and Employees—C. Board Practices—Approval of Related Party Transactions under Israeli Law—Exculpation, Insurance and Indemnification of Office Holders ” for additional information. 130 Table of Content C. INTERESTS OF EXPERTS AND COUNSEL Not applicable.
Both the current Distribution Agreement and its expected renewal were approved by our audit committee on February 11, 2024 and March 13, 2025, respectively, following our audit committee’s determination that neither the current Distribution Agreement nor its expected renewal is an "extraordinary transaction" under the Companies Law. 140 Table of Content Restricted Sponsor Shares and Price Adjustment Shares As set forth in the Merger Agreement, 7,500,000 Ordinary Shares issued to TWC Tech Holdings II, LLC, out of a total of 13,500,000 shares, are Restricted Sponsor Shares eligible to vest in 3 tranches of 3,000,000, 3,000,000 and 1,500,000 if at any time during the Price Adjustment Period (as defined in the Merger Agreement) the price of our Ordinary Shares is greater than or equal to $12.50, $15.00 and $30.00, respectively, over any twenty trading days within any thirty trading day period.
Both the current Distribution Agreement and its expected renewal were approved by our audit committee on March 13, 2025 and February 8, 2026, respectively, following our audit committee’s determination that neither the current Distribution Agreement nor its expected renewal is an "extraordinary transaction" under the Companies Law. 129 Table of Content Restricted Sponsor Shares and Price Adjustment Shares As set forth in the Merger Agreement, 7,500,000 Ordinary Shares issued to TWC Tech Holdings II, LLC, out of a total of 13,500,000 shares, are Restricted Sponsor Shares eligible to vest in 3 tranches of 3,000,000, 3,000,000 and 1,500,000 if at any time during the Price Adjustment Period (as defined in the Merger Agreement) the price of our Ordinary Shares is greater than or equal to $12.50, $15.00 and $30.00, respectively, over any twenty trading days within any thirty trading day period.
As of December 31, 2024, two of the Restricted Sponsor Shares Triggering Events have occurred resulting in the vesting of an aggregate of 6,000,000 Restricted Sponsor Shares and the removal of restrictions on such shares.
As of December 31, 2025, two of the Restricted Sponsor Shares Triggering Events have occurred resulting in the vesting of an aggregate of 6,000,000 Restricted Sponsor Shares and the removal of restrictions on such shares.
Clammer may be deemed the beneficial owner of 14,611,007 Ordinary Shares as follows: (i) 13,861,007 Ordinary Shares beneficially owned through TWC Tech Holdings and (ii) 750,000 Ordinary Shares directly held by two family trusts of which Mr.
Clammer may be deemed the beneficial owner of 14,671,802 Ordinary Shares as follows: (i) 13,861,007 Ordinary Shares beneficially owned through TWC Tech Holdings and (ii) 750,000 Ordinary Shares directly held by two family trusts of which Mr.
Clammer is trustee or has the indirect power to acquire assets by virtue of a right of substitution of assets, and (iii) 50,422 Ordinary Shares held directly by Mr. Clammer that were obtained by Mr. Clammer by virtue of his position as a member of the board of directors of the Issuer.
Clammer is trustee or has the indirect power to acquire assets by virtue of a right of substitution of assets, and (iii) 60,795 Ordinary Shares held directly by Mr. Clammer that were obtained by Mr. Clammer by virtue of his position as a member of the board of directors of the Issuer.
(2) Based on the Schedule 13D filed with the SEC on September 17, 2024, and on other information known to the company, as of February 18, 2025 TWC Tech Holdings II, LLC directly held 13,861,007 Ordinary Shares of which 12,361,007 are vested and 1,500,000 are subject to transfer restrictions pending the satisfaction of certain performance-based vesting conditions.
(2) Based on the Schedule 13D filed with the SEC on March 18, 2025, and on other information known to the company, as of February 23, 2026 TWC Tech Holdings II, LLC directly held 13,861,007 Ordinary Shares of which 12,361,007 are vested and 1,500,000 are subject to transfer restrictions pending the satisfaction of certain performance-based vesting conditions.
The address of each the persons named in this footnote is c/o True Wind Capital Management, L.P., Four Embarcadero Center, Suite 2100, San Francisco, CA 94111. (3) See footnote (2) above. Based on the Schedule 13D filed with the SEC on September 17, 2024 and on other information known to the company, as of February 18, 2025 Mr.
The address of each the persons named in this footnote is c/o True Wind Capital Management, L.P., Four Embarcadero Center, Suite 2100, San Francisco, CA 94111. (3) See footnote (2) above. Based on the Schedule 13D filed with the SEC on March 18, 2025 and on other information known to the company, as of February 23, 2026 Mr.
Registered Holders Based on a review of the information provided to us by our transfer agent, as of December 31, 2024, there were 23 registered holders of our shares in the United States, including Cede & Co., the nominee of the Depository Trust Company, together holding approximately 56.3% of our outstanding Ordinary Shares.
Registered Holders Based on a review of the information provided to us by our transfer agent, as of December 31, 2025, there were 21 registered holders of our shares in the United States, including Cede & Co., the nominee of the Depository Trust Company, together holding approximately 57.3% of our outstanding Ordinary Shares.
RELATED PARTY TRANSACTIONS The below is a description of all reportable related party transactions since January 1, 2024: Distribution Agreement with SUNCORPORATION Under a Distribution Agreement with SUNCORPORATION, dated April 4, 2024, SUNCORPORATION acts as a non-exclusive distributor for the promotion, marketing and sale of our mobile solutions in Japan.
RELATED PARTY TRANSACTIONS The below is a description of all reportable related party transactions since January 1, 2025: Distribution Agreement with SUNCORPORATION Under a Distribution Agreement with SUNCORPORATION, dated May 14, 2025, SUNCORPORATION acts as a non-exclusive distributor for the promotion, marketing and sale of our mobile solutions in Japan.
Richardson * * Dafna Gruber * * Nadine Baudot-Trajtenberg * * All Executive Officers and Directors as a Group 3,026,080 1.3% ____________ * Less than 1% 139 Table of Content (1) According to a Schedule 13G/A filed with the SEC on February 10, 2025, SUNCORPORATION is the sole beneficial owner of the Ordinary Shares.
Richardson * * Dafna Gruber * * Nadine Baudot-Trajtenberg * * All Executive Officers and Directors as a Group 3,741,061 1.5% ____________ * Less than 1% 128 Table of Content (1) According to a Schedule 13G filed with the SEC on February 24, 2026, SUNCORPORATION is the sole beneficial owner of the Ordinary Shares.
The current agreement is set to expire at the end of March 2025. We intend to renew the engagement with SUNCORPORATION upon the agreement’s expiration.
The current agreement is set to expire on March 31, 2026. We intend to renew the engagement with SUNCORPORATION upon the agreement’s expiration.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 126 Table of Content A.
Each person named in the table has sole voting and investment power with respect to all of the Ordinary Shares shown as beneficially owned by such person, except as otherwise indicated in the table or footnotes below.
Each person named in the table has sole voting and investment power with respect to all of the Ordinary Shares shown as beneficially owned by such person, except as otherwise indicated in the table or footnotes below. The percentage of Ordinary Shares beneficially owned is computed on th e basis of 249,439,817 Ordinary Shares outstanding as of February 23, 2026.
Hogan * * Marcus Jewell * * Dana Gerner * * Sigalit Shavit * * Ronnen Armon * * David Gee * * Ayala Berler Shapira * * Zohar Tadmor-Eilat * * Ryusuke Utsumi * * Yonatan Domnitz * * Michael D. Capellas * * Elly Keinan * * Adam H.
Hogan * * Marcus Jewell * * David Barter * * Sigalit Shavit * * Ronnen Armon * * Chris Wade * * David Gee * * Holly Windham * * Zohar Tadmor-Eilat * * Ryusuke Utsumi * * Yonatan Domnitz * * Michael D. Capellas * * Adam H.
As of December 31, 2024, all three of the Price Adjustment Share Triggering Events have occurred and we have issued 11,495,722 Price Adjustment Shares out of a possible 15,000,000 Price Adjustment Shares. As of the date of this Annual Report, we have issued the full 15,000,000 Price Adjustment Shares.
As of December 31, 2025, all three of the Price Adjustment Share Triggering Events have occurred and we have issued the full 15,000,000 Price Adjustment Shares.
Number of Ordinary Shares Beneficially Owned Percentage of Outstanding Ordinary Shares 5% Holders: SUNCORPORATION (1) 106,065,324 44.3% True Wind Capital Management (2) 13,861,007 5.8% Name and Address of Beneficial Owners Executive Officers and Directors Thomas E.
Unless otherwise noted below, each shareholder’s address is 94 Shlomo Shmelzer Road, Petah Tikva 4970602, Israel. 127 Table of Content Number of Ordinary Shares Beneficially Owned Percentage of Outstanding Ordinary Shares 5% Holders: SUNCORPORATION (1) 106,065,324 42.52% True Wind Capital Management (2) 13,861,007 5.56% Name and Address of Beneficial Owners Executive Officers and Directors Thomas E.
The percentage of Ordinary Shares beneficially owned is computed on the basis of 239,470,062 Ordinary Shares outstanding as of March 11, 2025. 138 Table of Content Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them.
Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them. To our knowledge, no Ordinary Shares beneficially owned by any executive officer, or director have been pledged as security.
To our knowledge, no Ordinary Shares beneficially owned by any executive officer, or director have been pledged as security. All of our shareholders, including the shareholders listed below, have the same voting rights attached to their Ordinary Shares. Unless otherwise noted below, each shareholder’s address is 94 Shlomo Shmelzer Road, Petah Tikva 4970602, Israel.
All of our shareholders, including the shareholders listed below, have the same voting rights attached to their Ordinary Shares.

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