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What changed in Fiverr International Ltd.'s 20-F — 2023 vs 2024

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Paragraph-level year-over-year comparison of Fiverr International Ltd.'s 2023 and 2024 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+720 added−503 removedSource: 20-F (2025-02-19) vs 20-F (2024-02-22)

Top changes in Fiverr International Ltd.'s 2024 20-F

720 paragraphs added · 503 removed · 380 edited across 5 sections

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed0 unchanged
Biggest changeITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 7 ITEM 3. KEY INFORMATION 7 A. [Reserved] 7 B. Capitalization and Indebtedness 7 C. Reasons for the Offer and Use of Proceeds 7 D. Risk Factors 7 ITEM 4. INFORMATION ON THE COMPANY 38 A. History and Development of the Company 38 B. Business Overview 38 C. Organizational Structure 54 D.
Biggest changeITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 7 ITEM 3. KEY INFORMATION 7 A. [Reserved] 7 B. Capitalization and Indebtedness 7 C. Reasons for the Offer and Use of Proceeds 7 D. Risk Factors 7 ITEM 4. INFORMATION ON THE COMPANY 38 A. History and Development of the Company 38 B. Business Overview 38 C. Organizational Structure 53 D.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

151 edited+46 added−35 removed305 unchanged
Biggest changeOur growth depends on our ability to attract and retain a large community of buyers and freelancers, and the loss of our buyers and freelancers, or failure to attract new buyers and freelancers, could materially and adversely affect our business. The size of our community of users, including both buyers and freelancers, is critical to our success.
Biggest changeIn addition, there is current uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations, and tariffs and we cannot predict whether, and to what extent, U.S. trade policies will change in the future, including as a result of changes by the new U.S. presidential administration. 7 Our growth mainly depends on our ability to attract and retain a large community of buyers and freelancers, and the loss of our buyers and freelancers, or failure to attract new buyers and freelancers, could materially and adversely affect our business.
In addition to fines, a breach of the GDPR may result in regulatory investigations, reputational damage, orders to cease/change our data processing activities, enforcement notices, assessment notices (for a compulsory audit) and/or civil claims (including class actions). We are taking steps to comply with the GDPR, but this is an ongoing compliance process.
In addition to fines, a breach of the GDPR may result in regulatory investigations, reputational damage, orders to cease/change our data processing activities, enforcement actions, assessment notices (for a compulsory audit) and/or civil claims (including class actions). We are taking steps to comply with the GDPR, but this is an ongoing compliance process.
In the event that it is more difficult for our users to access and use our platform on their mobile devices or users find our mobile offering does not effectively meet their needs, our competitors develop products and services that are perceived to operate more effectively on mobile devices or our users choose not to access or use our platform on their mobile devices or use mobile products that do not offer access to our platform, our user growth and user engagement could be adversely impacted.
In the event that it is more difficult for our users to access and use our platform on their mobile devices, our users find our mobile offering does not effectively meet their needs, our competitors develop products and services that are perceived to operate more effectively on mobile devices, our users choose not to access or use our platform on their mobile devices or our users use mobile products that do not offer access to our platform, our user growth and user engagement could be adversely impacted.
Operating internationally subjects us to new risks and may increase risks that we currently face, including risks associated with: • recruiting and retaining talented and capable employees and contractors outside of Israel and the United States, and maintaining our company culture across all of our offices; • recruiting and retaining contractors in Ukraine, which is currently affected by the war with Russia; • providing our platform and operating our business across a significant distance, in different languages and among different cultures, including the potential need to modify our platform and features to ensure that they are culturally appropriate and relevant in different countries; 16 • compliance with applicable international laws and regulations, including laws and regulations with respect to privacy, data protection, consumer protection and unsolicited email, and the risk of penalties to our users and individual members of management or employees if our practices are deemed to be out of compliance; • operating in jurisdictions that do not protect intellectual property rights to the same extent as does the United States; • compliance by us and our business partners with anti-corruption laws, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory limitations on our ability to provide our platform in certain international markets; • political and economic instability; • fluctuations in currency exchange rates; • double taxation of our international earnings and potentially adverse tax consequences due to changes in the income and other tax laws of Israel, the United States or the international jurisdictions in which we operate; and • higher costs of doing business internationally, including increased accounting, travel, infrastructure and legal compliance costs.
Operating internationally subjects us to new risks and may increase risks that we currently face, including risks associated with: ● recruiting and retaining talented and capable employees and contractors outside of Israel and the United States, and maintaining our company culture across all of our offices; 16 ● recruiting and retaining contractors in Ukraine, which is currently affected by the war with Russia; ● providing our platform and operating our business across a significant distance, in different languages and among different cultures, including the potential need to modify our platform and features to ensure that they are culturally appropriate and relevant in different countries; ● compliance with applicable international laws and regulations, including laws and regulations with respect to privacy, data protection, consumer protection and unsolicited email, and the risk of penalties to our users and individual members of management or employees if our practices are deemed to be out of compliance; ● operating in jurisdictions that do not protect intellectual property rights to the same extent as does the United States; ● compliance by us and our business partners with anti-corruption laws, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory limitations on our ability to provide our platform in certain international markets; ● political and economic instability; ● fluctuations in currency exchange rates; ● double taxation of our international earnings and potentially adverse tax consequences due to changes in the income and other tax laws of Israel, the United States or the international jurisdictions in which we operate; and ● higher costs of doing business internationally, including increased accounting, travel, infrastructure and legal compliance costs.
This could result in any of the following, each of which could adversely affect our business: • we may be held liable for the unauthorized use of an account holder’s credit card or bank account number and required by card issuers or banks to pay a chargeback or return fee, and if our chargeback or return rate becomes excessive, credit card networks may also require us to pay fines or other fees; • we may be subject to additional risk and liability exposure, including negligence, fraud or other claims, if employees or third-party service providers misappropriate user information for their own gain or facilitate the fraudulent use of such information; • bad actors may use our platform, including our payment processing and disbursement methods, to engage in unlawful or fraudulent conduct, such as money laundering, terrorist financing, fraudulent sale of services, breaches of security, leakage of data, piracy or misuse of software and other copyrighted or trademarked content, and other misconduct; • users of our platform who are subjected or exposed to the unlawful or improper conduct of other users or other third parties, including law enforcement, may seek to hold us responsible for the conduct of other users and may lose confidence in our platform, decrease or cease to use our platform, seek to obtain damages and costs, or impose fines and penalties; • if, for example, freelancers misstate their qualifications or location, provide misinformation, perform services they are not qualified or authorized to provide, or produce insufficient or defective work product or work product with a viral or other harmful effect, users or other third parties may seek to hold us responsible for the freelancers’ acts or omissions and may lose confidence in our platform, decrease or cease use of our platform, or seek to obtain damages and costs; and • we may suffer reputational damage as a result of the occurrence of any of the above.
This could result in any of the following, each of which could adversely affect our business: ● we may be held liable for the unauthorized use of an account holder’s credit card or bank account number and required by card issuers or banks to pay a chargeback or return fee, and if our chargeback or return rate becomes excessive, credit card networks may also require us to pay fines or other fees; ● we may be subject to additional risk and liability exposure, including negligence, fraud or other claims, if employees or third-party service providers misappropriate user information for their own gain or facilitate the fraudulent use of such information; ● bad actors may use our platform, including our payment processing and disbursement methods, to engage in unlawful or fraudulent conduct, such as money laundering, terrorist financing, fraudulent sale of services, breaches of security, leakage of data, piracy or misuse of software and other copyrighted or trademarked content, and other misconduct; ● users of our platform who are subjected or exposed to the unlawful or improper conduct of other users or other third parties, including law enforcement, may seek to hold us responsible for the conduct of other users and may lose confidence in our platform, decrease or cease to use our platform, seek to obtain damages and costs, or impose fines and penalties; 23 ● if, for example, freelancers misstate their qualifications or location, provide misinformation, perform services they are not qualified or authorized to provide, or produce insufficient or defective work product or work product with a viral or other harmful effect, users or other third parties may seek to hold us responsible for the freelancers’ acts or omissions and may lose confidence in our platform, decrease or cease use of our platform, or seek to obtain damages and costs; and ● we may suffer reputational damage as a result of the occurrence of any of the above.
This could occur for a number of reasons, including the following: • our payment partners may be unable to effectively accommodate changing service needs, such as those which could result from rapid growth or higher volume and the fact that some of our payment partners have a limited operating history; • our payment partners could choose to terminate or not renew their agreements with us or only be willing to renew on different or less advantageous terms; • our payment partners could reduce the services provided to us, cease doing business with us, or cease doing business altogether; • our payment partners could be subject to delays, limitations or closures of their own businesses, networks or systems, causing them to be unable to process payments or disburse funds for certain periods of time; or • we may be forced to cease doing business with payment processors if card association operating rules, certification requirements and laws, regulations or rules governing electronic funds transfers to which we are subject to change or are interpreted to make it difficult or impossible for us to comply.
This could occur for a number of reasons, including the following: ● our payment partners may be unable to effectively accommodate changing service needs, such as those which could result from rapid growth or higher volume and the fact that some of our payment partners have a limited operating history; ● our payment partners could choose to terminate or not renew their agreements with us or only be willing to renew on different or less advantageous terms; 24 ● our payment partners could reduce the services provided to us, cease doing business with us, or cease doing business altogether; ● our payment partners could be subject to delays, limitations or closures of their own businesses, networks or systems, causing them to be unable to process payments or disburse funds for certain periods of time; or ● we may be forced to cease doing business with payment processors if card association operating rules, certification requirements and laws, regulations or rules governing electronic funds transfers to which we are subject to change or are interpreted to make it difficult or impossible for us to comply.
Among other things: • Israeli corporate law regulates mergers and requires that a tender offer be effected when more than a specified percentage of shares in a company are purchased; • Israeli corporate law does not provide for shareholder action by written consent, thereby requiring all shareholder actions to be taken at a general meeting of shareholders; • our amended and restated articles of association divide our directors into three classes, each of which is elected once every three years; • our amended and restated articles of association generally require a vote of the holders of a majority of our outstanding ordinary shares entitled to vote present and voting on the matter at a general meeting of shareholders (referred to as simple majority), and the amendment of a limited number of provisions, such as the provision dividing our directors into three classes, requires a vote of the holders of at least 65% of the total voting power of our shareholders; 32 • our amended and restated articles of association do not permit a director to be removed except by a vote of the holders of at least 65% of the total voting power of our shareholders and any amendment to such provision requires the approval of at least 65% of the total voting power of our shareholders; and • our amended and restated articles of association provide that director vacancies may be filled by our board of directors.
Among other things: ● Israeli corporate law regulates mergers and requires that a tender offer be effected when more than a specified percentage of shares in a company are purchased; ● Israeli corporate law does not provide for shareholder action by written consent, thereby requiring all shareholder actions to be taken at a general meeting of shareholders; ● our amended and restated articles of association divide our directors into three classes, each of which is elected once every three years; ● our amended and restated articles of association generally require a vote of the holders of a majority of our outstanding ordinary shares entitled to vote present and voting on the matter at a general meeting of shareholders (referred to as simple majority), and the amendment of a limited number of provisions, such as the provision dividing our directors into three classes, requires a vote of the holders of at least 65% of the total voting power of our shareholders; ● our amended and restated articles of association do not permit a director to be removed except by a vote of the holders of at least 65% of the total voting power of our shareholders and any amendment to such provision requires the approval of at least 65% of the total voting power of our shareholders; and ● our amended and restated articles of association provide that director vacancies may be filled by our board of directors.
The majority of the substantive provisions of the DSA have taken effect in February 17, 2024, and will govern, among other things, our potential liability for illegal services or content on our platform, obligations around traceability of business users, and require enhanced transparency measures, including in relation to any recommendation systems (including the main parameters used by such systems and any available options for recipients to modify or influence them).
The majority of the substantive provisions of the DSA have taken effect on February 17, 2024, and govern, among other things, our potential liability for illegal services or content on our platform, obligations around traceability of business users, and require enhanced transparency measures, including in relation to any recommendation systems (including the main parameters used by such systems and any available options for recipients to modify or influence them).
See Item 10.E. ”Taxation—Taxation and government programs—Israeli tax considerations and government programs—Law for the Encouragement of Capital Investments, 5719-1959.” It may be difficult to enforce a U.S. judgment against us, our officers and directors named in this Annual Report in Israel or the United States, or to assert U.S. securities laws claims in Israel or serve process on our officers and directors.
See Item 10.E. ”Taxation—Taxation and government programs—Israeli tax considerations and government programs—Law for the Encouragement of Capital Investments, 5719-1959.” 35 It may be difficult to enforce a U.S. judgment against us, our officers and directors named in this Annual Report in Israel or the United States, or to assert U.S. securities laws claims in Israel or serve process on our officers and directors.
Our operating results in any given quarter can be influenced by numerous factors, many of which are unpredictable or are outside of our control, including: • our ability to maintain and grow our community of users; • the demand for and types of skills and services that are offered on our platform by freelancers; • spending patterns of buyers, including whether those buyers who use our platform frequently, or for larger services, reduce their spend or stop using our platform; • seasonal spending patterns by buyers or work patterns by freelancers and seasonality in the labor market; • fluctuations in the prices that freelancers charge buyers on our platform; • changes to our pricing model; 17 • our ability to introduce new features and services and enhance our existing platform and our ability to generate significant revenue from new features and services; • our ability to respond to competitive developments, including pricing changes and the introduction of new products and services by our competitors; • the impact of outages of our platform and associated reputational harm; • changes to financial accounting standards and the interpretation of those standards that may affect the way we recognize and report our financial results; • increases in, and timing of, operating expenses that we may incur to grow and expand our business and to remain competitive; • costs related to the acquisition of businesses, talent, technologies, or intellectual property, including potentially significant amortization costs and possible impairments; • security or data privacy breaches and associated remediation costs; • litigation, adverse judgments, settlements, or other litigation-related costs; • changes in the common law, statutory, legislative, or regulatory environment, such as with respect to privacy and data protection, wage and hour regulations, worker classification (including classification of independent contractors or similar service providers and classification of employees as exempt or non-exempt), internet regulation, payment processing, global trade, or tax requirements; • fluctuations in currency exchange rates, inflation and interest rates; • general economic and political conditions and government regulations in the countries where we currently have significant numbers of users, or where we currently operate or may expand in the future; • catastrophic events in countries where we currently have significant numbers of users, or where we currently operate, which could lead to power and Internet shortages, that could prevent users from the ability to use our platform; • geopolitical risks such as the wars between Israel and Hamas and between Russia and Ukraine; and • pandemics, epidemics or global health emergencies.
Our operating results in any given quarter can be influenced by numerous factors, many of which are unpredictable or are outside of our control, including: ● our ability to maintain and grow our community of users; ● the demand for and types of skills and services that are offered on our platform by freelancers; 17 ● spending patterns of buyers, including whether those buyers who use our platform frequently, or for larger services, reduce their spend or stop using our platform; ● seasonal spending patterns by buyers or work patterns by freelancers and seasonality in the labor market; ● fluctuations in the prices that freelancers charge buyers on our platform; ● changes to our pricing model; ● our ability to introduce new features and services and enhance our existing platform and our ability to generate significant revenue from new features and services; ● our ability to respond to competitive developments, including pricing changes and the introduction of new products and services by our competitors; ● the impact of outages of our platform and associated reputational harm; ● changes to financial accounting standards and the interpretation of those standards that may affect the way we recognize and report our financial results; ● increases in, and timing of, operating expenses that we may incur to grow and expand our business and to remain competitive; ● costs related to the acquisition of businesses, talent, technologies, or intellectual property, including potentially significant amortization costs and possible impairments; ● security or data privacy breaches and associated remediation costs; ● litigation, adverse judgments, settlements, or other litigation-related costs; ● changes in the common law, statutory, legislative, or regulatory environment, such as with respect to privacy and data protection, wage and hour regulations, worker classification (including classification of independent contractors or similar service providers and classification of employees as exempt or non-exempt), internet regulation, payment processing, global trade, or tax requirements; ● fluctuations in currency exchange rates, inflation and interest rates; ● general economic and political conditions and government regulations in the countries where we currently have significant numbers of users, or where we currently operate or may expand in the future; ● catastrophic or geopolitical events in countries where we currently have significant numbers of users, or where we currently operate, which could lead to power and Internet shortages, that could prevent users from the ability to use our platform; ● geopolitical risks such as the wars between Israel and its neighboring countries and regions and between Russia and Ukraine; and ● pandemics, epidemics or global health emergencies.
Further, our competitors could also independently develop technologies like ours, and our intellectual property rights may not be broad enough for us to prevent competitors from selling products and services incorporating those technologies. 20 In order to protect our brand, we register and defend our trademarks and expend resources to prevent others from using the same or substantially similar marks.
Further, our competitors could also independently develop technologies like ours, and our intellectual property rights may not be broad enough for us to prevent competitors from selling products and services incorporating those technologies. In order to protect our brand, we register and defend our trademarks and expend resources to prevent others from using the same or substantially similar marks.
Tax collection responsibility and the additional costs associated with indirect tax collection, remittance and audit requirements, in addition to reporting requirements, could create additional tax exposure for us and additional burdens for users on our websites and mobile platforms. We may face lawsuits or incur liability as a result of content published or made available through our platform.
Tax collection responsibility and the additional costs associated with indirect tax collection, remittance and audit requirements, in addition to reporting requirements, could create additional tax exposure for us and additional burdens for users on our websites and mobile platforms. 26 We may face lawsuits or incur liability as a result of content published or made available through our platform.
It is difficult to assess if and to what extent such challenges, if raised, might impact our effective tax rate. As progress on BEPS 2.0 advanced from 2019 into 2020, the world has been impacted by the COVID-19 pandemic and countries have begun to seek new sources of revenue.
It is difficult to assess if and to what extent such challenges, if raised, might impact our effective tax rate. 28 As progress on BEPS 2.0 advanced from 2019 into 2020, the world has been impacted by the COVID-19 pandemic and countries have begun to seek new sources of revenue.
If we fail to meet or exceed the expectations of investors or securities analysts, the trading price of our ordinary shares could fall substantially, and we could face costly lawsuits, including securities class action suits. Our business is subject to a variety of laws and regulations, both in the United States and internationally, many of which are evolving.
If we fail to meet or exceed the expectations of investors or securities analysts, the trading price of our ordinary shares could fall substantially, and we could face costly lawsuits, including securities class action suits. 18 Our business is subject to a variety of laws and regulations, both in the United States and internationally, many of which are evolving.
For further discussion, see Item 10.E. “ Taxation— Taxation and government programs—United States federal income taxation—Passive Foreign Investment Company considerations. ” 31 If a United States person is treated as owning at least 10% of our ordinary shares such holder may be subject to adverse U.S. federal income tax consequences.
For further discussion, see Item 10.E. “ Taxation— Taxation and government programs—United States federal income taxation—Passive Foreign Investment Company considerations. ” If a United States person is treated as owning at least 10% of our ordinary shares such holder may be subject to adverse U.S. federal income tax consequences.
Companies and brands that do not adapt to or comply with expectations, standards, and regulations on ESG matters as they continue to evolve, which are perceived to have not responded appropriately in relation to ESG issues, or which are alleged to not achieve the ESG standards, targets or commitments that they publicly state (often referred to as “greenwashing”), may suffer from reputational damage.
Companies and brands that do not adapt to or comply with expectations, standards, and regulations on ESG matters as they continue to evolve, are perceived to have not responded appropriately in relation to ESG issues, or are alleged not to achieve the ESG standards, targets or commitments that they publicly state (often referred to as “greenwashing”), may suffer from reputational damage.
The Company’s ability to maintain and grow its business will be impaired if mobile connected devices, mobile operating systems, networks, standards and content distribution channels, which are run by operating system providers and app stores, develop in ways that prevent the Company’s products and services from being delivered to their users.
The Company’s ability to maintain and grow its business will be impaired if mobile connected devices, mobile operating systems, networks, standards and content distribution channels, which run by operating system providers and app stores, develop in ways that prevent the Company’s products and services from being delivered to their users.
We can provide no assurances as to the financial stability or viability of any counterparty under the Capped Call Transactions. 29 Risks relating to our ordinary shares We may need to raise additional funds to finance our future capital needs, which may dilute the value of our outstanding ordinary shares or prevent us from growing our business.
We can provide no assurances as to the financial stability or viability of any counterparty under the Capped Call Transactions. Risks relating to our ordinary shares We may need to raise additional funds to finance our future capital needs, which may dilute the value of our outstanding ordinary shares or prevent us from growing our business.
All of the aforementioned risks may be augmented if our or our partners’ business continuity and disaster recovery plans prove to be inadequate. 26 Currency exchange rate fluctuations affect our results of operations, as reported in our financial statements. We report our financial results in U.S. dollars. We collect our revenue primarily in U.S. dollars.
All of the aforementioned risks may be augmented if our or our partners’ business continuity and disaster recovery plans prove to be inadequate. Currency exchange rate fluctuations affect our results of operations, as reported in our financial statements. We report our financial results in U.S. dollars. We collect our revenue primarily in U.S. dollars.
This could decrease user engagement on our website and adversely affect the growth in our user base, and our business, prospects, financial condition and results of operations could be materially and adversely affected. If we fail to maintain and improve the quality of our platform, we may not be able to attract and retain buyers and freelancers.
This could decrease user engagement on our website and adversely affect the growth in our user base, and our business, prospects, financial condition and results of operations could be materially and adversely affected. 9 If we fail to maintain and improve the quality of our platform, we may not be able to attract and retain buyers and freelancers.
We may be unable to raise additional funds on terms favorable to us or at all. In addition, the recent declines in the global economy, difficulties in the financial services sector and credit market, continuing geopolitical uncertainties and other macroeconomic factors all affect the spending behavior of potential investors.
We may be unable to raise additional funds on terms favorable to us or at all. In addition, declines in the global economy, difficulties in the financial services sector and credit market, continuing geopolitical uncertainties and other macroeconomic factors all may affect the spending behavior of potential investors.
Search engine companies change their natural search engine algorithms periodically, and our ranking in natural searches may be adversely affected by those changes, as occurred from time to time. Search engine companies may also determine that we are not in compliance with their guidelines and may consequently penalize us in their algorithms as a result.
Search engine companies change their natural search engine algorithms periodically, and our ranking in natural searches may be adversely affected by those changes, as has occurred from time to time. Search engine companies may also determine that we are not in compliance with their guidelines and may consequently penalize us in their algorithms as a result.
Moreover, we believe our success has depended, and our future success depends, on the efforts of our senior management, including Micha Kaufman, our Co-Founder and Chief Executive Officer. There can be no assurance that the services of any of these individuals will continue to be available to us in the future.
Moreover, we believe our success has depended, and our future success depends, on the efforts of our senior management, including Micha Kaufman, our Founder and Chief Executive Officer. There can be no assurance that the services of any of these individuals will continue to be available to us in the future.
If we are unable to maintain a large community of users or we are unable to respond successfully to technological or industry developments, or if for any other reason the perceived value of our platform to freelancers or buyers is adversely affected, we may be forced to lower our take rate.
If we are unable to maintain a large community of users or we are unable to respond successfully to technological or industry developments, or if for any other reason the perceived value of our platform to freelancers or buyers is adversely affected, we may be forced to lower our marketplace take rate.
Our payment partners consist of payment processors and disbursement partners. We rely on banks and card processors to provide clearing, processing and settlement functions for the secure and timely funding of all transactions on our platform. We also rely on a network of disbursement partners to hold and disburse funds to users. Our payment partners are critical to our business.
We rely on banks and card processors to provide clearing, processing and settlement functions for the secure and timely funding of all transactions on our platform. We also rely on a network of disbursement partners to hold and disburse funds to users. Our payment partners are critical to our business.
In addition, our competitors may increase the intensity of their marketing campaigns, which may force us to increase our advertising spend to maintain our brand awareness. In addition, any negative publicity relating to our platform, regardless of its veracity, could harm our brand.
In addition, our competitors may increase the intensity of their marketing campaigns, which may force us to increase our advertising spend to maintain our brand awareness. 8 In addition, any negative publicity relating to our platform, regardless of its veracity, could harm our brand.
For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and could also make it more difficult for us to attract and retain qualified members of our board.
For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and could also make it more difficult for us to attract and retain qualified members of our board of directors.
As a general matter, enforcement actions and sanctions could harm our business, results of operations and financial condition. 36 General risk factors Our share price may be volatile, and you may lose all or part of your investment.
As a general matter, enforcement actions and sanctions could harm our business, results of operations and financial condition. General risk factors Our share price may be volatile, and you may lose all or part of your investment.
We expect to continue to expand our international operations, which may include opening offices in new jurisdictions and providing our platform in additional languages. Any new markets or countries into which we attempt to advertise our platform may not be receptive.
We may continue to expand our international operations, which may include opening offices in new jurisdictions and providing our platform in additional languages. Any new markets or countries into which we attempt to advertise our platform may not be receptive.
Further, activities of users that are deemed to be hostile, offensive or inappropriate to other users, including users acting under false or inauthentic identities, could damage our brand or harm our ability to expand our user base.
Activities of users that are deemed to be hostile, offensive or inappropriate to other users, including users acting under false or inauthentic identities, could damage our brand or harm our ability to expand our user base.
Moreover, the price of our ordinary shares could decline if one or more securities analysts downgrade our ordinary shares or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business. 37
Moreover, the price of our ordinary shares could decline if one or more securities analysts downgrade our ordinary shares or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business.
Our main competitors fall into the following categories: • traditional contingent workforce and staffing service providers and other outsourcing providers; • online freelancer platforms that serve a diverse range of skill categories; • other online and offline providers of products and services that allow freelancers to find work or to advertise their services, including personal and professional social networks, employment marketplaces, recruiting websites, job boards, classified ads and other traditional means of finding work; • software and business services companies focused on talent acquisition, management or staffing management products and services; • businesses that provide specialized, professional services, including consulting, accounting, marketing and information technology services; and • software companies focused on providing technological solutions driven by artificial intelligence.
Our main competitors fall into the following categories: ● traditional contingent workforce and staffing service providers and other outsourcing providers; ● online freelancer platforms that serve a diverse range of skill categories; ● other online and offline providers of products and services that allow freelancers to find work or to advertise their services, including personal and professional social networks, employment marketplaces, recruiting websites, job boards, classified ads and other traditional means of finding work; ● software and business services companies focused on talent acquisition, management or staffing management products and services; ● businesses that provide specialized, professional services, including consulting, accounting, marketing and information technology services; and ● software companies focused on providing technological solutions driven by AI.
Although many of the BEPS measures have already been implemented or are currently being implemented globally (including, in certain cases, through adoption of the OECD’s “multilateral convention” (to which Israel is also a party) to effect changes to tax treaties which entered into force on July 1, 2018 and through the European Union’s “Anti Tax Avoidance” Directives), it is still difficult in some cases to assess to what extent these changes our tax liabilities in the jurisdictions in which we conduct our business or to what extent they may impact the way in which we conduct our business or our effective tax rate due to the unpredictability and interdependency of these potential changes.
Although many of the BEPS measures have already been implemented or are currently being implemented globally (including, in certain cases, through adoption of the OECD’s “multilateral convention” (to which Israel is also a party) to effect changes to tax treaties which entered into force on July 1, 2018 and through the EU’s “Anti Tax Avoidance” Directives), it is still difficult in some cases to assess to what extent these changes our tax liabilities in the jurisdictions in which we conduct our business or to what extent they may impact the way in which we conduct our business or our effective tax rate due to the unpredictability and interdependency of these potential changes.
There can be no certainty that the IRS will not challenge our position and determine that based on the IRS’s interpretation of the asset test, we were a PFIC for the taxable year ended December 31, 2023. In addition, PFIC status is a factual determination that must be made annually after the close of each taxable year.
There can be no certainty that the IRS will not challenge our position and determine that based on the IRS’s interpretation of the asset test, we were a PFIC for the taxable year ended December 31, 2024. In addition, PFIC status is a factual determination that must be made annually after the close of each taxable year.
Our fixed costs typically include compensation of employees, data storage and related expenses and office rental expenses. Our variable costs typically include sales and marketing expenses and payment processing fees. As we have established the technology and network infrastructure to support our platform, the incremental cost associated with sellers adding new Gigs is relatively insignificant.
Our fixed costs typically include compensation of employees, data storage and related expenses and office rental expenses. Our variable costs typically include sales and marketing expenses and payment processing fees. As we have established the technology and network infrastructure to support our platform, the incremental cost associated with sellers adding new services is relatively insignificant.
The standard corporate tax rate for Israeli companies in 2023 was 23%. The tax exemption will be revoked if a dividend or deemed dividend is distributed, in which case a corporate tax rate of 23% will be applied. Deemed dividend can be considered as intercompany loans, investments, acquisitions or other activities as provided in section 51(b) in the Investment Law.
The standard corporate tax rate for Israeli companies in 2024 was 23%. The tax exemption will be revoked if a dividend or deemed dividend is distributed, in which case a corporate tax rate of 23% will be applied. Deemed dividend can be considered as intercompany loans, investments, acquisitions or other activities as provided in section 51(b) in the Investment Law.
Laws outside of the United States and Israel regulating internet, digital services, payments, escrow, privacy and data protection, artificial intelligence, taxation, terms of service, website accessibility, consumer protection, intellectual property ownership, services intermediaries, labor and employment, worker classification, background checks and recruiting and staffing companies, among others, which could be interpreted to apply to us, are often less favorable to us than those in the United States and Israel, giving greater rights to competitors, users and other third parties.
Laws outside of the United States and Israel regulating internet, digital services, payments, escrow, privacy and data protection, AI, taxation, terms of service, website accessibility, consumer protection, intellectual property ownership, services intermediaries, labor and employment, worker classification, background checks and recruiting and staffing companies, among others, which could be interpreted to apply to us, are often less favorable to us than those in the United States and Israel, giving greater rights to competitors, users and other third parties.
After considering the total value of our assets determined under an alternative valuation method that takes into account, in addition to the trading value of our ordinary shares, a control premium, we believe that we were not a PFIC for the taxable year ended December 31, 2023.
After considering the total value of our assets determined under an alternative valuation method that takes into account, in addition to the trading value of our ordinary shares, a control premium, we believe that we were not a PFIC for the taxable year ended December 31, 2024.
Any actual or perceived failure to comply with evolving regulatory frameworks around the development and use of artificial intelligence could adversely affect our business, results of operations, and financial condition. We leverage new technologies and platforms to improve business effectiveness, including use of artificial intelligence, or AI, technologies.
Any actual or perceived failure to comply with evolving regulatory frameworks around the development and use of AI could adversely affect our business, results of operations, and financial condition. We leverage new technologies and platforms to improve business effectiveness, including use of AI technologies.
The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2024.
The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2025.
However, if the market capitalization method were determined to be the only appropriate method of valuing our assets, there is a significant risk that we would be treated as a PFIC for the taxable year ended December 31, 2023.
However, if the market capitalization method were determined to be the only appropriate method of valuing our assets, there is a significant risk that we would be treated as a PFIC for the taxable year ended December 31, 2024.
The tax benefits that are available to us require us to continue to meet various conditions and may be terminated or reduced in the future, which could increase our costs and taxes. We are eligible for certain tax exemptions provided to a “Beneficiary Enterprise” under the Israeli Law for the Encouragement of Capital Investments, 5719-1959, or the Investment Law.
The tax benefits that are available to us require us to continue to meet various conditions and may be terminated or reduced in the future, which could increase our costs and taxes. We are eligible for certain tax exemptions provided to a “Preferred Technology Enterprise” under the Israeli Law for the Encouragement of Capital Investments, 5719-1959, or the Investment Law.
Similarly, in the United Kingdom, the Online Safety Act 2023, or the OSA, establishes an extensive regulatory framework for user-to-user services and imposes obligations to protect users from illegal content which, if applicable, may increase compliance costs and may otherwise adversely affect our business, operations and financial condition.
Similarly, in the UK, the Online Safety Act 2023, or the OSA, establishes an extensive regulatory framework for user-to-user services and imposes obligations to protect users from illegal content which, if applicable, may increase compliance costs and may otherwise adversely affect our business, operations and financial condition.
The market price of our ordinary shares could be highly volatile and may fluctuate substantially as a result of many factors, including: • actual or anticipated fluctuations in our results of operations; • variance in our financial performance from the expectations of market analysts; • announcements by us or our competitors of significant business developments, changes in service provider relationships, acquisitions or expansion plans; • short selling activities; • changes in our take rate; • our involvement in litigation; • our sale of ordinary shares or other securities in the future; • market conditions in our industry; • changes in key personnel; • the trading volume of our ordinary shares; • changes in the estimation of the future size and growth rate of our markets; and • general economic and market conditions, including the wars between Israel and Hamas and between Russia and Ukraine.
The market price of our ordinary shares could be highly volatile and may fluctuate substantially as a result of many factors, including: ● actual or anticipated fluctuations in our results of operations; ● variance in our financial performance from the expectations of market analysts; ● announcements by us or our competitors of significant business developments, changes in service provider relationships, acquisitions or expansion plans; ● short selling activities; ● changes in our marketplace take rate; ● our involvement in litigation; ● our sale of ordinary shares or other securities in the future; ● market conditions in our industry; ● changes in key personnel; ● the trading volume of our ordinary shares; ● changes in the estimation of the future size and growth rate of our markets; and ● general economic and market conditions, including the wars between Israel and its neighboring countries and regions and between Russia and Ukraine.
We are also subject to evolving EU and UK privacy laws on cookies, tracking technologies and e-marketing. Recent European court and regulator decisions are driving increased attention to cookies and tracking technologies.
We are also subject to evolving EU and United Kingdom (UK) privacy laws on cookies, tracking technologies and e-marketing. Recent European court and regulator decisions are driving increased attention to cookies and tracking technologies.
Specifically, the GDPR and other European and UK data protection laws generally prohibit the transfer of personal data from Europe, including the European Economic Area, United Kingdom and Switzerland, to third party countries, unless the transfer is to a country deemed to provide adequate protection (such as Israel, which was re-affirmed by the EU Commission on January 15, 2024, confirming the adequacy of the level of protection of personal data in Israel as an “adequate” country) or the parties to the transfer have implemented specific safeguards to protect the transferred personal data.
Specifically, the GDPR and other European and UK data protection laws generally prohibit the transfer of personal data from Europe, including the EEA, UK and Switzerland, to third party countries, unless the transfer is to a country deemed to provide adequate protection (such as Israel, which was re-affirmed by the EU Commission on January 15, 2024, confirming the adequacy of the level of protection of personal data in Israel as an “adequate” country) or the parties to the transfer have implemented specific safeguards to protect the transferred personal data.
Risks related to our indebtedness and capital structure The conditional conversion feature of our Convertible Notes, if triggered, may adversely affect our financial condition and operating results.
Risks relating to our indebtedness and capital structure The conditional conversion feature of our Convertible Notes, if triggered, may adversely affect our financial condition and operating results.
Our business depends on buyers and freelancers transacting through our platform. Despite our efforts to prevent them from doing so, users may circumvent our platform and engage with or pay each other through other means to avoid the transaction fees and service fees that we charge on our platform.
Our business depends on buyers and freelancers transacting through our platform. Despite our efforts to prevent them from doing so, users may circumvent our platform and engage with or pay each other through other means to avoid the marketplace fees that we charge on our platform.
Our take rate may also fluctuate from period to period. In recent years, we implemented a change to our pricing model, including our take rate. As a result, we have only limited experience with our current pricing model, which makes it difficult to evaluate our business and future prospects and to plan for and model future growth.
Our marketplace take rate may also fluctuate from period to period. 15 In recent years, we implemented changes to our pricing model, including our marketplace take rate. As a result, we have only limited experience with our current pricing model, which makes it difficult to evaluate our business and future prospects and to plan for and model future growth.
We may need to raise additional funds to finance our existing and future capital needs, including developing new services and technologies, and to fund ongoing operating expenses. If we raise additional funds through the sale of equity securities, these transactions may dilute the value of our outstanding ordinary shares.
We may need to raise additional funds to finance our existing and future capital needs, including developing new services and technologies, and to fund ongoing operating expenses or repayment of our Convertible Notes. If we raise additional funds through the sale of equity securities, these transactions may dilute the value of our outstanding ordinary shares.
In order to remain eligible for the tax exemptions provided to a “Beneficiary Enterprise” we must continue to meet certain conditions stipulated in the Investment Law and its regulations, as amended. If these tax benefits are reduced, cancelled or discontinued, our Israeli taxable income from the beneficiary enterprise would be subject to regular Israeli corporate tax rates.
In order to remain eligible for the tax exemptions provided to a “Preferred Technology Enterprise” we must continue to meet certain conditions stipulated in the Investment Law and its regulations, as amended. If these tax benefits are reduced, cancelled or discontinued, our Israeli taxable income from the Preferred Technology Enterprise would be subject to regular Israeli corporate tax rates.
For example, with the growing propensity of our users to use mobile devices as their main Gig searching and management devices, we will need to continue modifying and updating our mobile apps to successfully manage the transition of our users to mobile devices.
For example, with the growing propensity of our users to use mobile devices as their main devices, we will need to continue modifying and updating our mobile apps to successfully manage the transition of our users to mobile devices.
Moreover, the CCPA and other state laws, as well as other legal and regulatory developments are making it easier for individuals protected by those laws to opt-out of having their personal data processed and disclosed to third parties through various opt-out mechanisms, and more generally, provide them more control of their data, which could result in an increase to our operational costs to ensure compliance with such legal and regulatory changes.
Moreover, U.S. and other state laws, as well as other legal and regulatory developments across jurisdictions are making it easier for individuals protected by those laws to opt-out of having their personal data processed and disclosed to third parties through various opt-out mechanisms, and more generally, provide them more control of their data, which could result in an increase to our operational costs to ensure compliance with such legal and regulatory changes.
In addition, as of December 31, 2023, we had 1,004,211 shares available for sale under our 2020 Employee Share Purchase Plan. There can be no assurance that we will not be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our ordinary shares.
In addition, as of December 31, 2024, we had 1,303,663 shares available for sale under our 2020 Employee Share Purchase Plan. 31 There can be no assurance that we will not be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our ordinary shares.
The Israeli annual rate of inflation amounted to 3.0%, 5.3%, and 2.8% for the years ended December 31, 2023, 2022 and 2021, respectively.
The Israeli annual rate of inflation amounted to 3.2%, 3.0%, and 5.3% for the years ended December 31, 2024, 2023 and 2022, respectively.
As a result, our users may decide to shift from utilizing our platform to utilizing our competitors’ products, services and solutions. Furthermore, the rapid advancements in artificial intelligence (AI) present both opportunities and challenges for our industry.
As a result, our users may decide to shift from utilizing our platform to utilizing our competitors’ products, services and solutions. Furthermore, the rapid advancements in AI may present challenges for our industry.
Where we transfer personal data outside the European Economic Area to a country that is not deemed to be “adequate,” we rely on transfer mechanisms available under applicable privacy law.
Where we transfer personal data outside the EEA to a country that is not deemed to be “adequate,” we rely on transfer mechanisms available under applicable privacy law.
If we are or have at any point in time been in violation of one or more escrow or money transmitter or other similar statutes or regulatory requirements related to the handling or moving of money in any jurisdiction, we may be subject to the imposition of fines, users in the relevant jurisdiction may be unable to use our platform, we may be subject to civil liability or criminal liability and our business, prospects, financial condition and results of operations could be materially and adversely affected. 23 If we are unable to maintain our payment partners and bank relationships, or if our disbursement partners encounter business difficulties, our business could be materially and adversely affected.
If we are or have at any point in time been in violation of one or more escrow or money transmitter or other similar statutes or regulatory requirements related to the handling or moving of money in any jurisdiction, we may be subject to the imposition of fines, users in the relevant jurisdiction may be unable to use our platform, we may be subject to civil liability or criminal liability and our business, prospects, financial condition and results of operations could be materially and adversely affected.
As the enforcement supervisory authorities issue further guidance on personal data export mechanisms, including circumstances where certain data transfer mechanism cannot be used, and/or start taking enforcement action, we could suffer additional costs, complaints and/or regulatory investigations or fines, and/or if we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations, and could adversely affect our financial results.
As the enforcement supervisory authorities issue further guidance on personal data export mechanisms, including circumstances where certain data transfer mechanism cannot be used, and/or start taking enforcement action, we could suffer additional costs, complaints and/or regulatory investigations or fines, and/or if we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations, and could adversely affect our financial results. 14 Our business may suffer if we do not successfully manage our current and potential future growth.
We have a limited operating history under our current platform and pricing model, which makes it difficult to evaluate our business and prospects and increases the risks associated with your investment, and any future changes to our pricing model could materially and adversely affect our business. We currently primarily derive our revenue from transaction fees and service fees.
We have a limited operating history under our current platform and pricing model, which makes it difficult to evaluate our business and prospects and increases the risks associated with your investment, and any future changes to our pricing model could materially and adversely affect our business. We currently primarily derive our revenue from marketplace commission and other services.
Such claims could result in monetary damages or other liability, and any adverse determination, including potentially the requirement for us to indemnify a user, could also harm our brand, which could materially and adversely affect our business, prospects, financial condition and results of operations. 25 The application of indirect taxes, other tax laws or regulation could adversely affect our business and results of operations.
Such claims could result in monetary damages or other liability, and any adverse determination, including potentially the requirement for us to indemnify a user, could also harm our brand, which could materially and adversely affect our business, prospects, financial condition and results of operations.
While we currently employ various antivirus and computer protection software in our operations, we cannot assure that such protections will in all cases successfully prevent hacking or the transmission of any computer virus or malware, which could result in significant damage to our hardware and software systems and databases, disruptions to our business activities, including to our e-mail and other communications systems, breaches of security and the inadvertent disclosure of personal, confidential or sensitive data, interruptions in access to our website through the use of “denial of service” or similar attacks and other material adverse effects on our operations. 11 Further, we may need to expend significant resources to protect against, and to address issues created by, security breaches and other incidents.
While we currently employ various antivirus and computer protection software in our operations, we cannot assure that such protections will in all cases successfully prevent hacking or the transmission of any computer virus or malware, which could result in significant damage to our hardware and software systems and databases, disruptions to our business activities, including to our e-mail and other communications systems, breaches of security and the inadvertent disclosure of personal, confidential or sensitive data, interruptions in access to our website through the use of “denial of service” or similar attacks and other material adverse effects on our operations.
The EU AI Act will apply to companies that develop, use and/or provide artificial intelligence in the EU and includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, accuracy, general purpose artificial intelligence and foundation models, and proposes fines for breach of up to 7% of worldwide annual turnover.
The EU AI Act applies to companies that develop, use and/or provide AI in the EU and – depending on the AI use case – includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, accuracy, general purpose AI and foundation models, and proposes fines for breach of up to 7% of worldwide annual turnover.
Our ability to successfully adapt and incorporate AI technologies and related services into our product offerings in a timely, effective, and compliant manner is critical. Failure to do so may result in a competitive disadvantage, potentially reducing the demand for our services and adversely affecting our business performance.
We are also attentive to the evolving regulatory environment surrounding AI. Our ability to successfully adapt and incorporate AI technologies and related services into our product offerings in a timely, effective, and compliant manner is critical. Failure to do so may result in a competitive disadvantage, potentially reducing the demand for our services and adversely affecting our business performance.
If we fail to attract new users or fail to maintain existing users, our revenue may grow more slowly than expected and our business could be materially and adversely affected. We have incurred net losses in the past, and may not be able to generate sufficient revenue to achieve or maintain profitability.
If we fail to attract new users or fail to maintain existing users, our revenue may grow more slowly than expected and our business could be materially and adversely affected. We have incurred net losses in the past, and may not be able to generate sufficient revenue to maintain profitability or positive net cash flow generated by operating activities.
If AWS or other infrastructure providers increase the cost of their services, we may have to increase the fees to use our platform, and our business, prospects, financial condition and results of operations could be materially and adversely affected. 22 We face payment and fraud risks that could materially and adversely affect our business.
If AWS or other infrastructure providers increase the cost of their services, we may have to increase the fees to use our platform, and our business, prospects, financial condition and results of operations could be materially and adversely affected.
We are incorporated under Israeli law. The rights and responsibilities of holders of our ordinary shares are governed by our amended and restated articles of association and the Companies Law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in typical U.S. corporations.
Your rights and responsibilities as our shareholder are governed by Israeli law, which may differ in some respects from the rights and responsibilities of shareholders of U.S. corporations. We are incorporated under Israeli law. The rights and responsibilities of holders of our ordinary shares are governed by our amended and restated articles of association and the Companies Law.
In addition, failure to comply with the Israeli Privacy Protection Law, 1981, or the Israeli Privacy Law, and its regulations as well as the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain cases criminal liability.
In addition, failure to comply with the Israeli Privacy Protection Law, 1981, or the Israeli Privacy Law, and its regulations as well as the guidelines of the Israeli Privacy Protection Authority, may expose us to enforcement actions, civil claims (including class actions), fines and penalties.
In addition, well-established internet companies, social networking websites and career-related internet portals have entered or may decide to target the market for freelance services, and some of these companies have launched products and services that directly compete with our platform.
As our business grows internationally, we may increasingly compete with these local and regional companies. 10 In addition, well-established internet companies, social networking websites and career-related internet portals have entered or may decide to target the market for freelance services, and some of these companies have launched products and services that directly compete with our platform.
In particular, we currently host our platform, serve our users and support our operations using Amazon Web Services, or AWS, a provider of cloud infrastructure services. We do not have control over the operations of the facilities of AWS that we use.
The operation of our platform depends on certain third-party service providers. In particular, we currently host our platform, serve our users and support our operations using Amazon Web Services, or AWS, a provider of cloud infrastructure services. We do not have control over the operations of the facilities of AWS that we use.
If one or more holders elect to convert their Convertible Notes, unless we elect to satisfy our conversion obligation by delivering solely ordinary shares (other than paying cash in lieu of delivering any fractional ordinary share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. 28 The fundamental change repurchase right of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.
If one or more holders elect to convert their Convertible Notes, unless we elect to satisfy our conversion obligation by delivering solely ordinary shares (other than paying cash in lieu of delivering any fractional ordinary share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity.
Noncompliance with anti-corruption, anti-money laundering, export control, sanctions and other trade laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with certain persons, the loss of export privileges, reputational harm, adverse media coverage and other collateral consequences.
Although we endeavor to conduct our business in accordance with applicable laws and regulations, we cannot guarantee compliance. 36 Noncompliance with anti-corruption, anti-money laundering, export control, sanctions and other trade laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with certain persons, the loss of export privileges, reputational harm, adverse media coverage and other collateral consequences.
The effectiveness of our technology, including our AI and platforms, and our ability to offer our platform to users rely on the collection, storage and use of this data concerning freelancers and other users, including personally identifying or other sensitive data.
We receive, collect, store, process, transfer and use personal data and other user data. The effectiveness of our technology, including our AI and platforms, and our ability to offer our platform to users rely on the collection, storage and use of this data concerning freelancers and other users, including personally identifying or other sensitive data.
We provide no assurances that our initiatives to improve our user experience will be successful. We also cannot predict whether any new features will be well received by users, or whether improving our platform will be successful or sufficient to offset the costs incurred to offer these new features.
We also cannot predict whether any new features will be well received by users, or whether improving our platform will be successful or sufficient to offset the costs incurred to offer these new features.
Our business may suffer if we do not successfully manage our current and potential future growth. We have grown significantly in scale since inception, and we intend to continue to expand the scope and geographic reach of our platform. Our anticipated future growth will likely place significant demands on our management and operations.
We have grown significantly in scale since inception, and we intend to continue to expand the scope and geographic reach of our platform. Our anticipated future growth will likely place significant demands on our management and operations.
The market price of our ordinary shares has been and could in the future be negatively affected by future sales of our ordinary shares. As of December 31, 2023, there were 38,653,958 ordinary shares outstanding.
The market price of our ordinary shares has been and could in the future be negatively affected by future sales of our ordinary shares. As of December 31, 2024, there were 35,844,114 ordinary shares outstanding.
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. 35 Your rights and responsibilities as our shareholder 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.
Risks relating to our business and industry Adverse macroeconomic conditions can materially adversely affect the Company’s business, results of operations and financial condition, due to impacts on consumer and business spending and demand for our services Adverse macroeconomic conditions, including recent inflation, slower growth or recession, changes to fiscal and monetary policy, tighter credit, higher interest rates, high unemployment, currency fluctuations, increased geopolitical risks such as the current wars between Israel and Hamas and between Russia and Ukraine, have affected the U.S. and global economy during 2023 and can adversely impact consumer and businesses confidence and spending and materially adversely affect demand for the digital services offered on the Company’s platform.
Adverse macroeconomic conditions, including inflation, slower growth or recession, changes to fiscal and monetary policy, tighter credit, higher interest rates, high unemployment, currency fluctuations, increased geopolitical risks such as the wars between Israel and its neighboring countries and regions and between Russia and Ukraine, have affected the U.S. and global economy during 2024 and can adversely impact consumer and businesses confidence and spending and materially adversely affect demand for the digital services offered on the Company’s platform.
We may not be able to successfully execute future acquisitions or efficiently manage any acquired business. We have in the past acquired and may in the future acquire certain complementary businesses or technologies. For example, during 2021 we have acquired Working Not Working, Inc., CreativeLive, Inc. and Stoke Talent Ltd.
We may not be able to successfully execute future acquisitions or efficiently manage any acquired business. We have acquired and may in the future acquire certain complementary businesses or technologies. For example, during 2024 we acquired AutoDS Ltd. and Praetolia Ltd.
We compete in a market marked by rapidly changing technologies and an evolving competitive landscape. In order for us to successfully compete and grow, we must attract, recruit, retain and develop personnel with requisite qualifications to provide expertise across the entire spectrum of our intellectual capital and business needs.
In order for us to successfully compete and grow, we must attract, recruit, retain and develop personnel with requisite qualifications to provide expertise across the entire spectrum of our intellectual capital and business needs.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

84 edited+17 added−15 removed60 unchanged
Biggest changeIn addition, rising concern about the use of the Internet for illegal conduct, such as the unauthorized dissemination of national security information, money laundering or supporting terrorist activities may in the future produce legislation or other governmental action that could require changes to our products or services, restrict or impose additional costs upon the conduct of our business or cause users to abandon material aspects of our service. 52 Data protection and cybersecurity We hold certain personal data of our users, including their name, username, email address, IP address, device identifiers, address, telephone number, photo, transactional data, consumption habits (such as purchase history), taxpayer information and forms, profession and education, location, authentication information (including copy of identification documents), social media account log in details and additional information regarding the use of Fiverr’s marketplace (such as published portfolio, Gig information, purchases, ratings and additional information the user decides to upload and share with us or other users of our marketplace), and may hold certain personal data of the visitors to our users’ websites.
Biggest changeData protection and cybersecurity We hold certain personal data of our users, including their name, username, email address, IP address, device identifiers, address, telephone number, photo, transactional data, consumption habits (such as purchase history), taxpayer information and forms, profession and education, location, authentication information (including copy of identification documents), social media account log in details and additional information regarding the use of Fiverr’s platform (such as published portfolio, Gig information, purchases, ratings and additional information the user decides to upload and share with us or other users of our platform), and may hold certain personal data of the visitors to our users’ websites.
In December 2022, the Directive (EU) 2022/2555 of the European Parliament and of the Council of December 14, 2022 on measures for a high common level of cybersecurity across the Union, amending Regulation (EU) No 910/2014 and Directive (EU) 2018/1972, and repealing Directive (EU) 2016/1148 (NIS 2 Directive) was published in the official journal of the European Union.
In December 2022, the Directive (EU) 2022/2555 of the European Parliament and of the Council of December 14, 2022 on measures for a high common level of cybersecurity across the Union, amending Regulation (EU) No 910/2014 and Directive (EU) 2018/1972, and repealing Directive (EU) 2016/1148 (NIS 2) was published in the official journal of the EU.
The lease for these facilities expires in December 2026. We also lease offices in New York City and Orlando in the United States. We believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available to accommodate any expansion of our operations. 54 Item 4A.
The lease for these facilities expires in December 2026. We also lease offices in New York City and Orlando in the United States. We believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available to accommodate any expansion of our operations. Item 4A.
By better predicting a buyer’s future needs, our algorithms improve user satisfaction, which in turn increases repeat or cross category buying activities. Tools and infrastructure. We built a comprehensive suite of communication and collaboration functions that our buyers and sellers utilize to communicate throughout the entire transaction lifecycle.
By better predicting a buyer’s future needs, our algorithms improve user satisfaction, which in turn increases repeat or cross category buying activities. 39 Tools and infrastructure. We built a comprehensive suite of communication and collaboration functions that our buyers and sellers utilize to communicate throughout the entire transaction lifecycle.
Fiverr provides our customers with differentiated value propositions so that they can fulfill their digital service needs with unmatched speed and convenience. As a marketplace, we succeed when our buyers and sellers succeed. Our buyers include businesses of all sizes, and our sellers are a diverse group of freelancers and agencies from over 160 countries.
Fiverr provides our customers with differentiated value propositions so that they can fulfill their digital service needs with unmatched speed and convenience. 38 As a marketplace, we succeed when our buyers and sellers succeed. Our buyers include businesses of all sizes, and our sellers are a diverse group of freelancers and agencies from over 160 countries.
We also invest in building an infrastructure for international expansion that allows us to roll out six non English websites and provide multilingual support to our users. Fiverr Business Solutions. We recently launched Fiverr Business Solutions to allow larger companies access and work with freelancers across multiple use cases and engagement scenarios.
We also invest in building an infrastructure for international expansion that allows us to roll out six non-English websites and provide multilingual support to our users. Fiverr Business Solutions. We launched Fiverr Business Solutions to allow larger companies access and work with freelancers across multiple use cases and engagement scenarios.
For certain categories and gigs, we also allow buyers to make recurring purchases through the Subscriptions feature, or to break down a large project into multiple purchases through the Milestones feature. Communication and collaboration. Communication between buyers and sellers is essential to the success of our marketplace. Our messenger tool enables buyers to easily communicate with sellers.
For certain categories and Gigs, we also allow buyers to make recurring purchases through the subscriptions feature, or to break down a large project into multiple purchases through the milestones feature. 42 Communication and collaboration. Communication between buyers and sellers is essential to the success of our marketplace. Our messenger tool enables buyers to easily communicate with sellers.
We are committed to build a long-term sustainable business that aligns our mission and business strategy with positive impacts to people, communities and our planet. Fiverr’s ESG approach and plan falls under the purview of our board.
We are committed to build a long-term sustainable business that aligns our mission and business strategy with positive impacts to people, communities and our planet. Fiverr’s ESG approach and plan falls under the purview of our board of directors.
Compliance with these laws is constantly evolving, resource intensive and time consuming, and companies that do not comply with these laws may face significant liabilities. 53 In the EU and UK, under national laws derived from the European ePrivacy Directive (Directive 2002/58/EC as amended by Directive 2009/136/EC), companies must, among other things, obtain consent to store information or access information already stored, on a user’s terminal equipment (e.g., computer or mobile device).
Compliance with these laws is constantly evolving, resource intensive and time consuming, and companies that do not comply with these laws may face significant liabilities. 52 In the EU and UK, under national laws derived from the European ePrivacy Directive (Directive 2002/58/EC as amended by Directive 2009/136/EC), companies must, among other things, obtain consent to store information or access information already stored, on a user’s terminal equipment (e.g., computer or mobile device).
Similarly, in the United Kingdom, the Online Safety Act 2023 establishes an extensive regulatory framework for user-to-user services and imposes obligations to protect users from illegal content which, if applicable, may increase compliance costs and may otherwise adversely affect our business, operations and financial condition and failure to comply with the UK regime can result in fines of up to 10% of total annual worldwide turnover or £18 million (whichever is greater).
Similarly, in the UK, the Online Safety Act 2023 establishes an extensive regulatory framework for user-to-user services and imposes obligations to protect users from illegal content which, if applicable, may increase compliance costs and may otherwise adversely affect our business, operations and financial condition and failure to comply with the UK regime can result in fines of up to 10% of total annual worldwide turnover or £18 million (whichever is greater).
Europe We are subject to the GDPR. We are a “Controller” with respect to the personal data of our users that we collect and are therefore subject to a number of key legal obligations under the GDPR.
We are a “Controller” with respect to the personal data of our users that we collect and are therefore subject to a number of key legal obligations under the GDPR.
We enable our sellers to professionally showcase their services to buyers, establish a track record, develop a buyer base and build a professional reputation on our core platform.
We enable our sellers to professionally showcase their services to buyers, establish a track record, develop a buyer base and build a professional reputation on our platform.
With each buyer interaction, our platform and machine learning algorithms enable us to offer more personalized recommendation carousels that are presented in relevant places along the buyer journey. 42 Personalizable options. We believe many of our buyers are motivated by more than simply price and convenience; we believe they also value uniqueness and authenticity.
With each buyer interaction, our platform and machine learning algorithms enable us to offer more personalized recommendation carousels that are presented in relevant places along the buyer journey. Personalized options. We believe many of our buyers are motivated by more than simply price and convenience; we believe they also value uniqueness and authenticity.
Sellers decide a daily budget and the maximum bid per click, and we also provide automatic bidding tools to help sellers optimize their bid price and maximize their exposure with minimum efforts on their part. 48 Seller Plus . Seller Plus is a subscription-based loyalty program which provides sellers with additional tools to help accelerate their business on our marketplace.
Sellers decide a daily budget and the maximum bid per click, and we also provide automatic bidding tools to help sellers optimize their bid price and maximize their exposure with minimum efforts on their part. 47 Seller Plus . Seller Plus is a subscription-based loyalty program which provides sellers with additional tools to help accelerate their business on our marketplace.
To help sellers increase visibility and grow their business on Fiverr, we built an advertising tool, Promoted Gigs, that allows sellers to bid and win prime locations on our website through an auction mechanism. Promoted Gigs are cost-per-click, so sellers are charged only when their ads are viewed and clicked by the buyer.
To help sellers increase visibility and grow their business on Fiverr, we built an advertising tool, Fiverr Ads, that allows sellers to bid and win prime locations on our website through an auction mechanism. Fiverr Ads are cost-per-click, so sellers are charged only when their ads are viewed and clicked by the buyer.
During 2023, we continued with our four core pillars that outline some of the specific ways we are making positive change in the world and the key issues that we believe are important to our business and stakeholders. • Creating fair economic and social opportunities: fostering a level playing field and providing economic and business opportunities for talent across the world; • Marketplace integrity and ethics: holding high standards for quality and integrity in our marketplace; • Empowering our people: building a diverse and inclusive workforce and company culture; and • Climate change: reducing the carbon footprint by enabling remote work and driving responsible resource use.
During 2024, we continued with our four core pillars that outline some of the specific ways we are making positive change in the world and the key issues that we believe are important to our business and stakeholders. ● Creating fair economic and social opportunities: fostering a level playing field and providing economic and business opportunities for talent across the world; ● Marketplace integrity and ethics: holding high standards for quality and integrity in our marketplace; ● Empowering our people: building an inclusive workforce and company culture; and ● Climate change: reducing the carbon footprint by enabling remote work and driving responsible resource use.
As such, our analytics capabilities give sellers increased visibility into their performance and a better understanding of what is important to buyers so that they have the feedback to continuously improve. 47 Advertising.
As such, our analytics capabilities give sellers increased visibility into their performance and a better understanding of what is important to buyers so that they have the feedback to continuously improve. 46 Advertising.
Our main competitors fall into the following categories: • traditional contingent workforce and staffing service providers and other outsourcing providers; • online freelancer platforms that serve a diverse range of skill categories; • other online and offline providers of products and services that allow freelancers to find work or to advertise their services, including personal and professional social networks, employment marketplaces, recruiting websites, job boards, classified ads and other traditional means of finding work; • software and business services companies focused on talent acquisition, management, invoicing, or staffing management products and services; 51 • businesses that provide specialized, professional services, including consulting, accounting, marketing and information technology services; and • software companies focused on providing technological solutions driven by artificial intelligence.
Our main competitors fall into the following categories: ● traditional contingent workforce and staffing service providers and other outsourcing providers; ● online freelancer platforms that serve a diverse range of skill categories; ● other online and offline providers of products and services that allow freelancers to find work or to advertise their services, including personal and professional social networks, employment marketplaces, recruiting websites, job boards, classified ads and other traditional means of finding work; 50 ● software and business services companies focused on talent acquisition, management, invoicing, or staffing management products and services; ● businesses that provide specialized, professional services, including consulting, accounting, marketing and information technology services; and ● software companies focused on providing technological solutions driven by AI.
For the more experienced and professional sellers, we provide them with offerings such as Promoted Gigs and Seller Plus to help them grow their business on Fiverr. 41 Our products Buyer experience We present our buyers with an e-commerce experience that is designed for streamlined browsing, searching and purchasing. Home .
For the more experienced and professional sellers, we provide them with offerings such as Fiverr Ads and Seller Plus to help them grow their business on Fiverr. 41 Our products Buyer experience We present our buyers with an e-commerce experience that is designed for streamlined browsing, searching and purchasing. Home .
Item 4. I nformation on the Company. A. History and Development of the Company Our legal name is Fiverr International Ltd. and our commercial name is FIVERR. We were incorporated in Israel under the Companies Law in April 2010, and our principal executive office is located at 8 Eliezer Kaplan St., Tel Aviv 6473409, Israel.
Item 4. Information on the Company. A. History and Development of the Company Our legal name is Fiverr International Ltd. and our commercial name is FIVERR. We were incorporated in Israel under the Companies Law in April 2010, and our principal executive office is located at 8 Eliezer Kaplan St., Tel Aviv 6473409, Israel.
Our approach fundamentally transforms the traditional freelancer staffing model into a customer centric, product led marketplace model with scale and efficiency. We believe our model has significantly reduced friction and uncertainties for both buyers and sellers. At the foundation of our core platform lies an expansive catalog with over 700 categories of productized service listings, which we coined as Gigs.
Our approach fundamentally transforms the traditional freelancer staffing model into a customer centric, product led marketplace model with scale and efficiency. We believe our model has significantly reduced friction and uncertainties for both buyers and sellers. At the foundation of our platform lies an expansive catalog with hundreds of categories of productized service listings, which we coined as Gigs.
For the DSA, most provisions became applicable on February 17, 2024. The DSA and the DMA focus on creating a safer digital space, protecting fundamental rights of all users of digital services, and establishing a level playing field for businesses and consumers with regards to online platforms.
Most provisions of the DSA became applicable on February 17, 2024. The DSA focuses on creating a safer digital space, protecting fundamental rights of all users of digital services, and establishing a level playing field for businesses and consumers with regards to online platforms.
For a description of our principal capital expenditures and divestitures for the three years ended December 31, 2023 and for those currently in progress, see Item 5.
For a description of our principal capital expenditures and divestitures for the three years ended December 31, 2024 and for those currently in progress, see Item 5.
We have also developed multiple value-added products for our sellers to empower their entire freelance journey, including Promoted Gigs which allows sellers to advertise their services on our platform and Seller Plus, a subscription program that equips sellers with advanced tools, to name a few.
We have also developed multiple value-added products for our sellers to empower their entire freelance journey, including Fiverr Ads (formerly referred as Promoted Gigs) which allows sellers to advertise their services on our platform and Seller Plus, a subscription program that equips sellers with advanced tools, to name a few.
In the European Union and United Kingdom, informed consent is required for the placement of certain cookies on a user’s device and for direct electronic marketing, and the GDPR also imposes additional conditions in order to satisfy such consent, such as a prohibition on pre-checked consents and on bundled consents thereby requiring users to affirmatively consent for a given purpose through separate tick boxes.
In the EU and UK, informed consent is required for the placement of certain cookies on a user’s device and for direct electronic marketing, and the GDPR also imposes additional conditions in order to satisfy such consent, such as a prohibition on pre-checked consents and on bundled consents thereby requiring users to affirmatively consent for a given purpose through separate tick boxes.
We hold numerous registered trademarks in the United States and in foreign jurisdictions, including the European Union, the United Kingdom, Australia, Brazil, Canada and Israel, that we consider material to the marketing of our products, including the trademarks Fiverr and Gig. Our in-house know-how is an important element of our intellectual property.
We hold numerous registered trademarks in the United States and in foreign jurisdictions, including the EU, the UK, Australia, Brazil, Canada and Israel, that we consider material to the marketing of our products, including the trademarks Fiverr and Gig. Our in-house know-how is an important element of our intellectual property.
We take care of the entire buyer engagement, business development and marketing process for our sellers so they simply need to list their Gigs on our core platform and focus on the work they love to maximize their earning potential.
We take care of the entire buyer engagement, business development and marketing process for our sellers so they simply need to list their services on our marketplace and focus on the work they love to maximize their earning potential.
Government legislation and regulation Actions of our users In many jurisdictions, including the United States and countries in Europe, laws relating to the liability of providers of online services for activities of their users and other third parties are currently being tested by a number of claims, including actions based on defamation, breach of data protection and privacy rights and other torts, unfair competition, copyright and trademark infringement and other theories based on the nature and content of the materials searched, the ads posted, or the content uploaded by users.
We expect to continue to evolve our ESG strategy in the future as our ESG program matures. 51 Government legislation and regulation Actions of our users In many jurisdictions, including the United States and countries in Europe, laws relating to the liability of providers of online services for activities of their users and other third parties are currently being tested by a number of claims, including actions based on defamation, breach of data protection and privacy rights and other torts, unfair competition, copyright and trademark infringement and other theories based on the nature and content of the materials searched, the ads posted, or the content uploaded by users.
D. Property, Plant and Equipment Our principal facilities are located in Tel Aviv, Israel and consist of approximately 4,500 square meters (approximately 48,438 square feet) of leased office space. These facilities currently accommodate our principal executive offices, research and development, marketing, design, business development, finance, information technology, user support and other administrative activities.
Property, Plant and Equipment Our principal facilities are located in Tel Aviv, Israel and consist of approximately 5,000 square meters (approximately 53,800 square feet) of leased office space. These facilities currently accommodate our principal executive offices, research and development, marketing, design, business development, finance, information technology, user support and other administrative activities.
Gig specific analytics allow sellers to better understand their past performance in order to improve their future performance. Sellers are also provided with real-time feedback on their performance in timeliness of delivery, responsiveness and completion rates via our seller dashboard. In addition, Seller Plus subscribers now get access to advanced analytics features such as traffic and keyword analytics.
Sellers are also provided with real-time feedback on their performance in timeliness of delivery, responsiveness and completion rates via our seller dashboard. In addition, Seller Plus subscribers now get access to advanced analytics features such as traffic and keyword analytics.
Our 2022 ESG report details the progress we have achieved and our initiatives under each of the pillars above. Going forward we intend to continue enhancing our ESG program and developing ESG-related Key Performance Indicators (KPIs) and metrics for our reporting and to track our progress. For more information on our ESG-related activities, please visit our website at investors.fiverr.com/esg.
Our 2023 ESG report details the progress we have achieved and our initiatives under each of the pillars above. We continue enhancing our ESG program from year to year and we have developed ESG-related key performance indicators and metrics for our reporting and to track our progress. For more information on our ESG-related activities, please visit our website at investors.fiverr.com/esg.
In the years ended December 31, 2023, 2022 and 2021, our revenue was $361.4 million, $337.4 million and $297.7 million, respectively, a 7% and 13% increase, respectively, and we incurred net income (loss) of $3.7 million, ($71.5) million and ($65.0) million, respectively. Geographically, the substantial majority of our revenue is generated from buyers in English speaking countries.
In the years ended December 31, 2024, 2023 and 2022, our revenue was $391.5 million, $361.4 million and $337.4 million, respectively, an 8% and 7% increase, respectively, and we incurred net income (loss) of $18.2 million, $3.7 million and ($71.5) million, respectively. Geographically, the substantial majority of our revenue is generated from buyers in English speaking countries.
Packages are tiered as Basic, Standard and Premium, each with different levels of service such as different word counts for a translation, video lengths for a video edit or number of revisions for a logo design. We facilitate further customization through brief and match and custom orders.
Packages are tiered as Basic, Standard and Premium, each with different levels of service such as different word counts for a translation, video lengths for a video edit or number of revisions for a logo design. We facilitate further customization through custom orders. A buyer can request a custom order through our platform with his or her unique requirements.
The more buyers come to our platform, the more opportunities we can create for talent on our marketplace, which in turn drives more talent and better talent to our marketplace, and enables our buyers to have access to a broader and higher quality talent pool.
The more buyers come to our platform, the more opportunities we can create for talent on our marketplace, which in turn drives more talent and better talent to our marketplace, and enables our buyers to have access to a broader and higher quality talent pool. This strong flywheel of our two-sided marketplace establishes a key competitive moat for our business.
A buyer can request a custom order through our platform with his or her unique requirements. Sellers, in turn, can respond to the order request with custom offers, which are exclusive proposals, with the exact description of the service, price and time expected to deliver the service.
Sellers, in turn, can respond to the order request with custom offers, which are exclusive proposals, with the exact description of the service, price and time expected to deliver the service.
We eliminate this friction by working with third-party agents to collect the funds from the buyer at the time of purchase and timely release them to the seller upon project completion. Credentialed storefront.
Getting paid on time after project completion has historically been an uncertain and time-consuming process for sellers. We eliminate this friction by working with third-party agents to collect the funds from the buyer at the time of purchase and timely release them to the seller upon project completion. Credentialed storefront.
We monitor our cloud infrastructure for malicious activity and unauthorized access, while analyzing and responding to threats. We utilize various safeguards and protection tools, managed by our in-house team and external consultants. In addition, we conduct regular tests and scans to detect and mitigate possible known internal or external weaknesses in our systems.
We monitor our cloud infrastructure for malicious activity and unauthorized access, while analyzing and responding to threats. We utilize various safeguards and protection tools, managed by our in-house team and external consultants.
Technology is at the core of everything we do and is a key business asset and enabler. We continuously invest in our technology and believe that our focus on innovation gives us a competitive advantage. The core pillars that support the foundation of our platform are: Digital services as products.
We continuously invest in our technology and believe that our focus on innovation gives us a competitive advantage. The core pillars that support the foundation of our platform are: Digital services as products. At the core of our platform lies the challenge of productizing digital services and making them available on our e-commerce platform.
Seller Plus is a subscription program that equips sellers with advanced tools such as advanced analytics, advanced marketing capabilities, priority in customer support and access to success managers.
For example, Fiverr Ads is an advertising tool that allows sellers to promote their services on our platform. Seller Plus is a subscription program that equips sellers with advanced tools such as advanced analytics, advanced marketing capabilities, priority in customer support and access to success managers.
We provide instant access to hundreds of thousands of freelancers with a broad set of skills. Using Fiverr, buyers can easily connect with these freelancers and get a broad range of digitally delivered services executed quickly and efficiently. Transparency and certainty of price, scope of work and quality.
Using Fiverr, buyers can easily connect with these freelancers and get a broad range of digitally delivered services executed quickly and efficiently. Transparency and certainty of price, scope of work and quality. Our SaaP model enables transparency and certainty when it comes to cost, duration and scope.
We have developed an automated onboarding process designed to educate and guide new sellers through the creation of their seller profile (their storefront), Gigs (the services they sell) and portfolio (a collection of their work samples). Once a seller is onboarded, each Gig they offer becomes a part of the Fiverr catalog. Business management.
Sellers can manage their business from any browser or from our mobile apps. Seller onboarding. We have developed an automated onboarding process designed to educate and guide new sellers through the creation of their seller profile (their storefront), Gigs (the services they sell) and portfolio (a collection of their work samples).
In addition, Fiverr Pro buyers can access a carefully curated freelancer catalog that is fully vetted by industry experts. Fiverr Certified . Fiverr Certified are custom marketplaces that provide customers with specific use cases and freelancer needs.
In addition, Fiverr Pro buyers can access a carefully curated freelancer catalog that is fully vetted by industry experts.
As a result, how to build and engage a remote and flexible workforce is becoming a critical part of talent strategy for any businesses. Third, the rapid advancement of technology, from social media and cloud computing to the latest wave of Generative AI, are creating new skills and demand for talent with new skills.
Third, the rapid advancement of technology, from social media and cloud computing to the latest wave of Generative AI, are creating new skills and demand for talent with new skills.
Unlike such traditional solutions, each Gig on Fiverr is listed with a clearly defined scope and timeline and is sold for a fixed price rather than on an hourly basis. Technology and data assets. We are a technology company. Our platform is powered by our machine learning technology and expansive data assets.
Each transaction on Fiverr is listed with a clearly defined scope, timeline and price, eliminating the frictions and inefficiency inherent in traditional solutions. Technology and data assets. We are a technology company. Our platform is powered by our machine learning technology and expansive data assets.
Our expansive digital services catalog enables us to offer sophisticated browsing and filtering functions. We believe that this results in a lower time-to-hire for buyers compared to traditional offline hiring platforms, saving buyers valuable time. Access to an expansive catalog of digital services. Our catalog of digital services has over 700 categories and continues to grow and evolve.
We provide what we believe to be the best value for money for our buyers by alleviating frictions and inefficiencies in the value chain. Our expansive digital services catalog enables us to offer sophisticated browsing and filtering functions. We believe that this results in a lower time-to-hire for buyers compared to traditional offline hiring platforms, saving buyers valuable time.
As EU Member States still need to adopt the NIS 2 Directive into national law by October 17, 2024, it is difficult to assess the impact on our business or operations, but it may require us to modify our cybersecurity practices and policies and we could incur substantial costs as a result. C.
EU Member States were required to adopt the NIS 2 into national law by October 17, 2024, which may require us to modify our cybersecurity practices and policies and we could incur substantial costs as a result. On August 1, 2024, the EU AI Act entered into force.
Our SaaP model enables transparency and certainty when it comes to cost, duration and scope. Our buyer-driven rating system provides a transparent quality rating mechanism for every Gig, helping buyers make informed purchasing decisions. This system ensures that our buyers have added peace of mind with every purchase. Trusted brand for customer service.
Our buyer-driven rating system provides a transparent quality rating mechanism for every Gig, helping buyers make informed purchasing decisions. This system ensures that our buyers have added peace of mind with every purchase. Trusted brand for customer service. We are relentlessly focused on providing quality customer service as we seek to drive repeat purchase behavior.
This strong flywheel of our two-sided marketplace establishes a key competitive moat for our business. 50 Our brand awareness and the virality of our solution has enabled us to acquire the majority of our new buyers through organic channels. That is complemented by highly effective performance marketing and brand investments across a variety of channels.
Our brand awareness and the virality of our solution has enabled us to acquire the majority of our new buyers through organic channels. That is complemented by highly effective performance marketing and brand investments across a variety of channels. We aim to acquire new buyers through the most efficient channels with the highest return on investment.
We have developed our infrastructure to be highly agile and scalable, allowing us to efficiently expand our platform and enter new market segments, without compromising quality. Our continued success depends upon our ability to protect our core technology and intellectual property.
Intellectual property We design, test and update our website and apps regularly, and we have developed our proprietary solutions in-house. We have developed our infrastructure to be highly agile and scalable, allowing us to efficiently expand our platform and enter new market segments, without compromising quality.
Prices can range from $5 to thousands of dollars, depending on the scope and perceived quality of each individual Gig. We continue to develop both the breadth and depth of our catalog in order to provide our buyers with access to the services they need. Access to a diverse pool of freelancers.
We continue to develop both the breadth and depth of our catalog in order to provide our buyers with access to the services they need. Access to a diverse pool of freelancers. We provide instant access to hundreds of thousands of freelancers with a broad set of skills.
We believe that our catalog coverage is broader than many of our competitors, and we are focused on continuously growing this catalog.
At the foundation of our marketplace is an expansive catalog of services that currently spans over hundreds of digital service categories. We believe that our catalog coverage is broader than many of our competitors, and we are focused on continuously growing this catalog.
We operate a differentiated SaaP platform that allows sellers to offer services embedded with features that can be standardized and cataloged. Our core platform enables digital services to be bought and sold in the same fashion as physical goods on an e-commerce platform, with predictable pricing, easy searches, standardized contracts, easy payment processes and streamlined delivery of the service.
Our marketplace enables digital services to be bought and sold in the same fashion as physical goods on an e-commerce platform, with predictable pricing, easy searches, standardized contracts, easy payment processes and streamlined delivery of the service. Upon purchasing a Gig on Fiverr, a buyer knows the scope, duration and price. Comprehensive and diverse catalog.
Fiverr Enterprise is an integrated gateway for businesses to source and manage both on-demand and long-term freelancers. 45 Seller experience We offer a set of tools for sellers to build their Gigs, develop their brand, establish a reputation and create their work portfolio. Sellers can manage their business from any browser or from our mobile apps. Seller onboarding.
For enterprise customers, Fiverr Pro allows customers to source and manage both on-demand and long-term freelancers in a consolidated manner, with integrated compliance and reporting tools. 44 Seller experience We offer a set of tools for sellers to build their Gigs, develop their brand, establish a reputation and create their work portfolio.
We rely on a combination of confidentiality clauses, contractual commitments, trade secret protections, copyrights, trademarks and other legal rights to protect our intellectual property and know-how. We enter into confidentiality and proprietary rights agreements with our employees, consultants and business partners, and we control access to and distribution of our proprietary information.
Our continued success depends upon our ability to protect our core technology and intellectual property. We rely on a combination of confidentiality clauses, contractual commitments, trade secret protections, copyrights, trademarks and other legal rights to protect our intellectual property and know-how.
Go-to-market We primarily grow our buyer base through performance marketing and brand investments using a bottom up approach. Our goal is to target individuals and teams who work in various business functions at companies of different sizes across different industries. Our unique SaaP model eliminates uncertainties and frictions and allows more autonomous purchasing decisions.
Our goal is to target individuals and teams who work in various business functions at companies of different sizes across different industries. Our unique SaaP model eliminates uncertainties and frictions and allows more autonomous purchasing decisions. As a result, we are able to convert buyer traffic coming from various channels in a highly effective and efficient manner.
Our innovative catalog of productized services allows us to create an e-commerce-like experience with digital services that includes search, browse, compare and purchase functions. Scalable, modular and modern technology platform . Our platform is built as a collection of modules that can be individually modified or added without redeploying the entire code base.
Scalable, modular and modern technology platform. Our platform is built as a collection of modules that can be individually modified or added without redeploying the entire code base.
Neither the ESG Report nor the contents of our website are incorporated into this Annual Report. We expect to continue to evolve our ESG strategy in the future as our ESG program matures.
Neither the ESG Report nor the contents of our website are incorporated into this Annual Report.
As a result, we are able to convert buyer traffic coming from various channels in a highly effective and efficient manner. In addition, by providing our buyers with a highly satisfactory experience, they continuously return to our platform and drive referrals.
In addition, by providing our buyers with a highly satisfactory experience, they continuously return to our platform and drive referrals.
At the core of our platform lies the challenge of productizing digital services and making them available on our e-commerce platform. Our proprietary technology allows for turning non-SKU digital services into structured Gigs, enabling continuous and nimble category expansion. We are also developing depth for each category by developing attributes and experiences specific to each service category.
Our proprietary technology allows for turning non-SKU digital services into structured Gigs, enabling continuous and nimble category expansion. We are also developing depth for each category by developing attributes and experiences specific to each service category. Our innovative catalog of productized services allows us to create an e-commerce-like experience with digital services that includes search, browse, compare and purchase functions.
We are relentlessly focused on providing quality customer service as we seek to drive repeat purchase behavior. Our dispute resolution technology enables us to flag issues in a timely manner and to guide users to a solution, whether that solution is our self-service support portal or intervention by our customer support team.
Our dispute resolution technology enables us to flag issues in a timely manner and to guide users to a solution, whether that solution is our self-service support portal or intervention by our customer support team. Our sellers Our sellers are a diverse group of freelancers who we believe value the flexibility and financial opportunity our platform provides.
To allow sellers to focus on doing what they love, we provide a comprehensive suite of tools that help them manage administrative aspects of their business, such as workflow prioritization, invoicing and payment processing. Additional communication tools further enhance a seller’s ability to communicate with buyers as well as to collaborate on Gigs with other sellers.
Once a seller is onboarded, each Gig they offer becomes a part of the Fiverr catalog. Business management. To allow sellers to focus on doing what they love, we provide a comprehensive suite of tools that help them manage administrative aspects of their business, such as workflow prioritization, invoicing and payment processing.
Our core platform embraces habitual changes in the workforce and provides freelancers with the ability to find work and offer their services from anywhere in the world at any point in time. 40 Frictionless payment processing. Getting paid on time after project completion has historically been an uncertain and time-consuming process for sellers.
People increasingly want to choose where they work, when they work and what they do for work. Our platform embraces habitual changes in the workforce and provides freelancers with the ability to find work and offer their services from anywhere in the world at any point in time. Frictionless payment processing.
The Fiverr brand is central to our business strategy, and we believe that maintaining, protecting and enhancing the Fiverr brand is important to expanding our business.
We enter into confidentiality and proprietary rights agreements with our employees, consultants and business partners, and we control access to and distribution of our proprietary information. The Fiverr brand is central to our business strategy, and we believe that maintaining, protecting and enhancing the Fiverr brand is important to expanding our business.
We offer tutorials and materials on the use of Fiverr infrastructure tools, allowing sellers to get the most out of their experience on our core platform. This is supplemented by our Seller Help Center, which allows sellers to open tickets with customer support as well as access a comprehensive set of FAQs and how-to videos.
On our proprietary learning platform, we provide sellers access to an education center with comprehensive information on how to grow as a freelancer as well as become a more effective seller on Fiverr. We offer tutorials and materials on the use of Fiverr infrastructure tools, allowing sellers to get the most out of their experience on our platform.
The shift from offline to online provides broader access to opportunities and a much more transparent and seamless experience to both talent and businesses. Second, as millennials become the major part of the labor force, talent is increasingly looking for purpose and flexibility. They want to choose where they work, when they work and what they do for work.
Second, as millennials become a major part of the labor force, talent is increasingly looking for purpose and flexibility. They want to choose where they work, when they work and what they do for work. As a result, how to build and engage a remote and flexible workforce is becoming a critical part of talent strategy for any businesses.
Seller Plus subscribers have access to a dedicated customer success manager, advanced analytics features, faster payment clearance, customer engagement tools, and other exclusive benefits. Learning and education. On our proprietary learning platform, we provide sellers access to an education center with comprehensive information on how to grow as a freelancer as well as become a more effective seller on Fiverr.
Seller Plus subscribers have access to a dedicated customer success manager, advanced analytics features, faster payment clearance, customer engagement tools, and other exclusive benefits. 48 Learning and education.
In addition, to the extent that the Israeli Privacy Protection Authority initiates any administrative supervision procedure that reveals irregularities with respect to our compliance with the Israeli Privacy Law, we may need to take certain remedial actions to rectify such irregularities, which may increase our costs.
In case the PPA reveals irregularities with respect to our compliance, we may need to take certain remedial actions to rectify such irregularities, which may increase our costs. In addition, in case of noncompliance with Israeli Privacy Law we may be exposed to administrative fines, civil claims (including class actions) and in certain cases criminal liability.
We actively work to expand our wallet share by encouraging cross category purchasing, suggesting services appropriate for the respective business lifecycle and constantly improving how we match our buyer’s needs with our seller’s offerings. Intellectual property We design, test and update our website and apps regularly, and we have developed our proprietary solutions in-house.
Once they join, our goal is to demonstrate the value of our platform to our users in order to continuously increase each user’s lifetime value. We actively work to expand our wallet share by encouraging cross category purchasing, suggesting services appropriate for the respective business lifecycle and constantly improving how we match our buyer’s needs with our seller’s offerings.
On December 16, 2020, the European Union published a new cybersecurity strategy which aims at adapting online and offline security requirements in response to growing interconnectedness and digitalization.
Compliance with these laws is constantly evolving, resource intensive and time consuming, and companies that do not comply with these laws may face significant liabilities. On December 16, 2020, the EU published a new cybersecurity strategy which aims at adapting online and offline security requirements in response to growing interconnectedness and digitalization.
To achieve our vision, the Fiverr platform is built with a comprehensive SKU-like services catalog and an efficient search, find and order process that mirrors a typical e-commerce transaction.
To achieve our vision, the marketplace is built with a comprehensive SKU-like services catalog and an efficient search, find and order process that mirrors a typical e-commerce transaction. We believe that our model reduces friction and uncertainties for our buyers while enabling our sellers to reach a global audience, enjoy more flexibility and choice of work and make more money.
Sellers on our core platform do not need to bid to win a project. Instead, they list the service on our core platform with a well-defined scope, duration and price, and our proprietary technology directly matches them with buyers who are looking for the service they provide.
Instead, they list the service on our marketplace with a well-defined scope, duration and price, and our proprietary technology directly matches them with buyers who are looking for the service they provide. As a result, sellers can list their Gigs on our marketplace and focus on the work they love doing while maximizing their earning potential. Flexibility and control.
Our seller dashboard provides a unified work management interface that consolidates key information from our seller tools and performance metrics, allowing sellers to more effectively manage their business. 46 Analytics. Our suite of tools provides sellers with detailed analytics on their operations, facilitating greater transparency and insight into business and performance indicators, including Gig revenue, order pipeline and ratings.
Our suite of tools provides sellers with detailed analytics on their operations, facilitating greater transparency and insight into business and performance indicators, including Gig revenue, order pipeline and ratings. Gig specific analytics allow sellers to better understand their past performance in order to improve their future performance.
In the year ended December 31, 2023, our platform enabled $1,134.7 million of GMV from 4.1 million active buyers. Our business is built at the cross-section of multiple secular trends. In an era where technology is changing every part of the economy, the majority of freelancing is still conducted offline in an opaque, old-schooled fashion.
Our business is built at the cross-section of multiple secular trends. In an era where technology is changing every part of the economy, the majority of freelancing is still conducted offline in an opaque, old-schooled fashion. The shift from offline to online provides broader access to opportunities and a much more transparent and seamless experience to both talent and businesses.
Our sellers Our sellers are a diverse group of freelancers who we believe value the flexibility and financial opportunity our core platform provides. They range from individuals who use our core platform to earn their full-time living to those who augment their income. Our value proposition to sellers Maximize project pipeline.
They range from individuals who use our platform to earn their full-time living to those who augment their income, as well as agencies who grow their business on the platform. 40 Our value proposition to sellers Maximize project pipeline. Sellers on our marketplace do not need to bid to win a project.
Organizational Structure The legal name of our company is Fiverr International Ltd. and we are organized under the laws of the State of Israel.
C. Organizational Structure The legal name of our company is Fiverr International Ltd. and we are organized under the laws of the State of Israel. We have thirteen wholly-owned subsidiaries, as listed in Exhibit 8.1 to this Annual Report and is incorporated by reference into this Annual Report. 53 D.
Our SaaP model provides buyers access to an extensive catalog of Gigs that they can compare and filter across parameters including Gig details, reviews and price. Each Gig includes the details of the service provided, the price, delivery timeframe and reviews from previous buyers of that Gig, allowing buyers to make informed decisions based on their needs, budgets and tastes.
Each service includes the details of the service provided, the price, delivery timeframe and reviews from previous buyers, allowing buyers to make informed decisions based on their needs, budgets and tastes. Our search, browse and recommendation algorithms are designed to match each buyer’s search with the most relevant service and seller results.
We also provide access to a library of high quality educational content through Fiverr Learn and CreativeLive to help freelancers improve their skills and grow professionally. 49 Our technology To help our buyers and sellers transact on our platform, we have built a modular and scalable technology platform that supports our business while protecting operational integrity and performance.
Our technology To help our buyers and sellers transact on our platform, we have built a modular and scalable technology platform that supports our business while protecting operational integrity and performance. Technology is at the core of everything we do and is a key business asset and enabler.
In the year ended December 31, 2023, we served 4.1 million active buyers from over 160 countries across the globe. Our value proposition to buyers Value for money. We provide what we believe to be the best value for money for our buyers by alleviating frictions and inefficiencies in the value chain.
Who we serve Our buyers Our buyers include individuals and businesses of all sizes and from various industries. In the year ended December 31, 2024, we served 3.6 million annual active buyers from over 160 countries across the globe. Our value proposition to buyers Value for money.
We generate revenue primarily through transaction fees and service fees. In addition, we launched Fiverr Business Solutions, a comprehensive suite of professional solutions to enable larger businesses better engage with freelancers.
In addition, we launched Fiverr Business Solutions, a comprehensive suite of professional solutions to enable larger businesses better engage with freelancers. This includes Fiverr Pro, our flagship product that caters to larger customers, provides a suite of advanced tools such as team accounts, reporting and budgeting tools and project management services.
We also offer advanced financial tools such as faster withdrawal, local currency payout and cash advance to a select number of sellers. 39 Who we serve Our buyers Our buyers include individuals and businesses of all sizes and from various industries.
AutoDS is an end-to-end dropshipping automation tool that allows our customers to track orders across channels, automate fulfillment and ultimately grow their e-commerce businesses. We also offer advanced financial tools such as faster withdrawal, local currency payout and cash advance to a select number of sellers.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following tables set forth our results of operations in U.S. dollars and as a percentage of revenue for the periods indicated: Year ended December 31, 2023 2022 (in thousands ) Revenue $ 361,375 $ 337,366 Cost of revenue 61,846 65,948 Gross profit 299,529 271,418 Operating expenses: Research and development 90,720 92,563 Sales and marketing 161,208 174,599 General and administrative 62,710 51,161 Impairment of intangible assets - 27,629 Total operating expenses 314,638 345,952 Operating loss (15,109 ) (74,534 ) Financial income, net 20,163 3,624 Income (loss) before income taxes 5,054 (70,910 ) Income taxes (1,373 ) (577 ) Net Income (loss) $ 3,681 $ (71,487 ) Year ended December 31, 2023 2022 (as a% of revenue ) Revenue 100.0 % 100.0 % Cost of revenue 17.1 19.5 Gross profit 82.9 80.5 Operating expenses: Research and development 25.1 27.4 Sales and marketing 44.6 51.8 General and administrative 17.4 15.2 Impairment of intangible assets - 8.2 Total operating expenses 87.1 102.5 Operating loss (4.2 ) (22.1 ) Financial income, net 5.6 1.1 Income (Loss) before income taxes 1.4 (21.0 ) Income taxes (0.4 ) (0.2 ) Net income (loss) 1.0 % (21.2 )% 60 Year ended December 31, 2023 compared to year ended December 31, 2022 Revenue Revenue increased by $24.0 million, or 7.1%, to $361.4 million for the year ended December 31, 2023 from $337.4 million for the year ended December 31, 2022.
Biggest changeThe following tables set forth our results of operations in U.S. dollars and as a percentage of revenue for the periods indicated: Year ended December 31, 2024 2023 (in thousands ) Revenue $ 391,481 $ 361,375 Cost of revenue 70,566 61,846 Gross profit 320,915 299,529 Operating expenses: Research and development 90,241 90,720 Sales and marketing 171,678 161,208 General and administrative 74,814 62,710 Total operating expenses 336,733 314,638 Operating loss (15,818 ) (15,109 ) Financial income (expenses), net 27,706 20,163 Income before taxes on income 11,888 5,054 Tax benefit (taxes on income) 6,358 (1,373 ) Net Income $ 18,246 $ 3,681 59 Year ended December 31, 2024 2023 (as a% of revenue ) Revenue 100.0 % 100.0 % Cost of revenue 18.0 17.1 Gross profit 82.0 82.9 Operating expenses: Research and development 23.1 25.1 Sales and marketing 43.8 44.6 General and administrative 19.1 17.4 Total operating expenses 86.0 87.1 Operating loss (4.0 ) (4.2 ) Financial income (expenses), net 7.0 5.6 Income before taxes on income 3.0 1.4 Tax benefit (taxes on income) 1.6 (0.4 ) Net income 4.6 % 1.0 % Year ended December 31, 2024, compared to year ended December 31, 2023 Revenue Revenue increased by $30.1 million, or 8.3%, to $391.5 million for the year ended December 31, 2024, from $361.4 million for the year ended December 31, 2023.
For example, it enables us to anticipate buyers’ future needs based on their buying behavior and provide category and service recommendations. Third, we continue to go upmarket in our marketing strategies to acquire higher lifetime value buyers at the top of the funnel. We measure our buyer engagement using spend per buyer.
For example, it enables us to anticipate buyers’ future needs based on their buying behavior and provide category and service recommendations. Third, we continue to go upmarket in our marketing strategies to acquire higher lifetime value buyers at the top of the funnel. We measure our buyer engagement using annual spend per buyer.
Spend per buyer is a key indicator of our buyers’ purchasing patterns and is impacted by an increase in our number of active buyers, buyers purchasing from more than one category, an increase in average price per purchase and our ability to acquire buyers with a higher lifetime value.
Annual spend per buyer is a key indicator of our buyers’ purchasing patterns and is impacted by an increase in our number of annual active buyers, buyers purchasing from more than one category, an increase in average price per purchase and our ability to acquire buyers with a higher lifetime value.
The majority of our new buyers in both 2023 and 2022 came from organic and direct sources, meaning buyers who reach our platform via non-paid search results, referrals by existing users, word-of-mouth, direct visits to our website by typing our URL into their browser, or our mobile app.
The majority of our new buyers in both 2024 and 2023 came from organic and direct sources, meaning buyers who reach our platform via non-paid search results, referrals by existing users, word-of-mouth, direct visits to our website by typing our URL into their browser, or our mobile app.
An increase or decrease in the number of active buyers is a key indicator of our ability to attract and engage buyers. • “ Spend per buyer ” is calculated by dividing our GMV within the last 12-month period by the number of active buyers as of such date.
An increase or decrease in the number of annual active buyers is a key indicator of our ability to attract and engage buyers. ● “Annual spend per buyer ” is calculated by dividing our GMV within the last 12-month period by the number of annual active buyers as of such date.
See also Item 3.D. “Risk Factors” – Adverse economic conditions can materially adversely affect the Company’s business, results of operations and financial condition, due to impacts on consumer and business spending and demand for our services.” E.
See also Item 3.D. “Risk Factors” – Adverse macroeconomic conditions can materially adversely affect the Company’s business, results of operations and financial condition, due to impacts on consumer and business spending and demand for our services.” E .
Our approach fundamentally transforms the traditional freelancer staffing model into a customer centric, product led marketplace model with scale and efficiency. We believe our model reduces friction and uncertainties for both buyers and sellers. At the foundation of our platform lies an expansive catalog with over 700 categories of productized service listings, which we coined as Gigs.
Our approach fundamentally transforms the traditional freelancer staffing model into a customer centric, product led marketplace model with scale and efficiency. We believe our model reduces friction and uncertainties for both buyers and sellers. At the foundation of our platform lies an expansive catalog with hundreds of categories of productized service listings, which we coined as Gigs.
Operating Results For a discussion of our results of operations for the year ended December 31, 2021, including a year-to-year comparison between 2022 and 2021, and a discussion of our liquidity and capital resources for the year ended December 31, 2021, refer to Item 5.
Operating Results For a discussion of our results of operations for the year ended December 31, 2022, including a year-to-year comparison between 2023 and 2022, and a discussion of our liquidity and capital resources for the year ended December 31, 2022, refer to Item 5.
We expect cost of revenue to increase in absolute dollars in future periods due to higher payment processing companies’ fees, server hosting fees and employee-related costs that are required to support additional transaction volume on our platform. The level and timing of all of these items could fluctuate and affect our cost of revenue in the future.
We expect cost of revenue to increase in absolute dollars in future periods due to higher payment processing fees, server hosting fees, payments to contractors services and employee-related costs that are required to support additional transaction volume on our platform. The level and timing of all of these items could fluctuate and affect our cost of revenue in the future.
Our development strategy is focused on identifying updates and enhanced features for our existing offerings, developing new offerings that are tailored to our registered users’ needs and often arise out of their suggestions, and improving the performance of our platform. In 2023, research and development costs accounted for approximately 25.1% of our total revenue.
Our development strategy is focused on identifying updates and enhanced features for our existing offerings, developing new offerings that are tailored to our registered users’ needs and often arise out of their suggestions, and improving the performance of our platform. In 2024, research and development costs accounted for approximately 23.1% of our total revenue.
Research and Development, Patents and Licenses, Etc. Our research and development activities are primarily located in Israel, with additional employees and contractors engaged in research and development activities for us in the US and Ukraine. Research and development expenses are primarily comprised of costs of our research and development personnel and other development-related expenses.
Our research and development activities are primarily located in Israel, with additional employees and contractors engaged in research and development activities for us in the US and Ukraine. Research and development expenses are primarily comprised of costs of our research and development personnel and other development-related expenses.
Gross profit and gross margin. Our gross profit and gross margin may fluctuate from period to period. Such fluctuations may be influenced by our revenue, processing fees, timing and amount of investments to expand hosting capacity, our continued investments in our customer support teams and the amortization associated with capitalized internal-use software and developed technology. Research and development.
Gross profit and gross margin. Our gross profit and gross margin may fluctuate from period to period. Such fluctuations may be influenced by our revenue, processing fees, timing and amount of investments to expand hosting capacity, our continued investments in our customer support teams and the amortization associated with capitalized internal-use software and acquired intangible assets. Research and development.
Upon conversion, the Company will pay or deliver, as the case may be, cash, ordinary shares or a combination of cash and ordinary shares, at the Company’s election. 63 We may redeem, for cash, all or part of the Convertible Notes, at our option, if the last reported sale price of our ordinary shares has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of the redemption at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.
We may redeem, for cash, all or part of the Convertible Notes, at our option, if the last reported sale price of our ordinary shares has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of the redemption at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.
Research and development expenses are primarily comprised of costs of our research and development personnel, related overhead costs, including share-based compensation, development related activities expenses including new initiatives and other. Research and development costs are expensed as incurred, except to the extent that such costs are associated with internal-use software that qualifies for capitalization.
Research and development expenses are primarily comprised of costs of the Company’s research and development personnel, related overhead costs, including share-based compensation, development related activities expenses including new initiatives, professional services and other business technology services. Research and development costs are expensed as incurred, except to the extent that such costs are associated with internal-use software that qualifies for capitalization.
We measure the efficiency of our buyer acquisition strategy by Time to Return On Investment, or tROI, which represents the number of months required for us to recover performance marketing investments during a particular period of time from the revenue generated by the new buyers acquired during that period 1 .
We measure the efficiency of our buyer acquisition strategy by Time to Return On Investment, or tROI, which represents the number of months required for us to recover performance marketing investments during a particular period of time from the revenue generated by the new buyers acquired during that period. We aim to achieve quarterly tROI of one year or less.
“Taxation . ” As of December 31, 2023, we had net operating loss carryforwards for U.S. tax purposes in the amount of approximately $34.5 million, which are expected to be subject to certain limitations under Internal Revenue Code, or IRC, Section 382 following changes in control that occurred upon acquisition of both ClearVoice, Working Not Working and CreativeLive. 59 A.
As of December 31, 2024, we had net operating loss carryforwards for Federal U.S. tax purposes in the amount of approximately $33.5 million, which are expected to be subject to certain limitations under Internal Revenue Code, or IRC, Section 382 following changes in control that occurred upon acquisition of ClearVoice, Working Not Working and CreativeLive.
First, we continue to build out our platform to include more categories, more complex Gigs, and higher quality sellers in order to provide a comprehensive solution for our buyers’ digital service needs. Second, our proprietary machine learning technology and expansive data sets allow us to personalize experiences for both buyers and sellers.
First, we continue to build out our marketplace to facilitate more services and more complex projects, and higher quality sellers in order to provide a comprehensive solution for our buyers’ digital service needs. Second, our proprietary machine learning technology and expansive data sets allow us to personalize experiences for both buyers and sellers.
For the year ended December 31, 2023, repeat buyers contributed 66% of our revenue on our core platform, up from 63% in the year ended December 31, 2022. We believe the repeat purchase activity from existing buyers reflects the underlying strength of our business and provides us with revenue visibility and predictability.
For the year ended December 31, 2024, repeat buyers contributed 68% of our revenue on our marketplace, up from 66% in the year ended December 31, 2023. We believe the repeat purchase activity from existing buyers reflects the underlying strength of our business and provides us with revenue visibility and predictability.
We intend to continue to invest in our sales and marketing capabilities in the future to drive revenue growth and to continue to increase our brand awareness.
Sales and marketing expenses are expensed as incurred. We intend to continue to invest in our sales and marketing capabilities in the future to drive revenue growth and to continue to increase our brand awareness.
The cohort behavior has since been largely normalized. Core platform revenue composition by annual cohort 2010-2023 56 Buyer acquisition strategy We continue to attract buyers through a variety of channels.
The cohort behavior has since been largely normalized. 55 Marketplace revenue composition by annual cohort 2010-2024 Buyer acquisition strategy We continue to attract buyers through a variety of channels.
“Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2022.
“ Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2023.
We expect cash outflows from operating activities to be affected by increases in marketing and increases in personnel costs as we grow our business. 62 For the year ended December 31, 2023, operating activities provided $83.2 million in cash compared to $30.1 million for the year ended December 31, 2022.
We expect cash outflows from operating activities to be affected by increases in marketing and increases in personnel costs as we grow our business. Net cash provided by operating activities was $83.1 million for the year ended December 31, 2024, a decrease of $0.1 million compared to $83.2 million for the year ended December 31, 2023.
In addition, certain information relied upon by us in preparing such estimates includes internally generated financial and operating information, external market information, when available, and when necessary, information obtained from consultations with third-parties. Actual results may differ from these estimates. See Item 3.D.
In addition, certain information relied upon by us in preparing such estimates includes internally generated financial and operating information, external market information, when available, and when necessary, information obtained from consultations with third-parties. Actual results may differ from these estimates. See Item 3.D. “Risk Factors” for a discussion of the possible risks that may affect these estimates.
We believe that our cash generated from operating activities, along with existing cash, cash equivalents, marketable securities and bank deposits will be sufficient to fund our working capital and capital expenditures for at least the next 12 months.
“ Purchases of Equity Securities by the Issuer and Affiliated Purchasers .” 61 We believe that our net cash generated from operating activities, along with existing cash, cash equivalents, marketable securities and bank deposits will be sufficient to fund our working capital and capital expenditures for at least the next 12 months.
“Risk Factors” for a discussion of the possible risks that may affect these estimates. 64 We believe that the accounting estimates discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate to the more significant areas involving management’s estimates and assumptions.
We believe that the accounting estimates discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate to the more significant areas involving management’s estimates and assumptions.
We aim to achieve quarterly tROI of one year or less. Historically, over the past eight quarters ending December 31, 2023, we have been able to consistently achieve tROI of less than six months. The second measure for our paid marketing efficiency is the cumulative revenue to performance marketing investment ratio.
Historically, over the past eight quarters ending December 31, 2024, we have been able to consistently achieve tROI of six months or less. The second measure for our paid marketing efficiency is LTV/CAC, which is measured by the cumulative revenue to performance marketing investment ratio.
The Convertible Notes rank senior in right of payment to any of our future indebtedness that is expressly subordinated in right of payment to the Convertible Notes, rank equal in right of payment to our unsecured indebtedness that is not so subordinated, are effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness and are structurally junior to all existing and future indebtedness and other liabilities (including trade payables) of our subsidiaries.
The Convertible Notes rank senior in right of payment to any of our future indebtedness that is expressly subordinated in right of payment to the Convertible Notes, rank equal in right of payment to our unsecured indebtedness that is not so subordinated, are effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness and are structurally junior to all existing and future indebtedness and other liabilities (including trade payables) of our subsidiaries. 63 In connection with the issuance of the Convertible Notes, we entered into privately negotiated capped call transactions with certain financial institutions.
We also expect our sources of liquidity will be sufficient to fund our office lease long-term contractual obligations and the capital needs for our Convertible Notes (as defined below) that will mature in 2025, and, depending on the price of our ordinary shares, we may need to pay the principal amount in cash.
We also expect our sources of liquidity will be sufficient to fund our office lease long-term contractual obligations and the capital needs for our Convertible Notes (as defined below) that will mature in 2025. Based on the Company’s current share price, we expect that we will be required to pay the $460 million in cash.
The Convertible Notes were issued pursuant to an indenture, dated October 13, 2020, or the Indenture, between us and U.S. Bank National Association, as trustee. The Convertible Notes are convertible based upon an initial conversion rate of 4.6823 of our ordinary shares, per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $213.57 per ordinary share).
Bank National Association, as trustee. The Convertible Notes are convertible based upon an initial conversion rate of 4.6823 of our ordinary shares, per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $213.57 per ordinary share).
The Convertible Notes will not bear regular interest, and the principal amount of the Convertible Notes will not accrete. The Convertible Notes will mature on November 1, 2025, unless earlier repurchased, redeemed or converted.
The Convertible Notes will not bear regular interest, and the principal amount of the Convertible Notes will not accrete. The Convertible Notes will mature on November 1, 2025, unless earlier repurchased, redeemed or converted. When the maturities of our indebtedness approach, we expect to explore refinancing alternatives.
If such evaluation indicates that the carrying amount of the asset group is not recoverable, an impairment is measured by the amount which the carrying amount of the asset group exceeds their fair value.
If such evaluation indicates that the carrying amount of the asset group is not recoverable, an impairment is measured by the amount which the carrying amount of the asset group exceeds their fair value. No impairment was recorded for the years ended December 31, 2023, and 2024.
Our spend per buyer as of December 31, 2023, was $278, up 6% from $262 as of December 31, 2022. For the year ended December 31, 2023, buyers who spent over $500 accounted for 64% of our core platform revenue, up from 63% for the year ended December 31, 2022.
Our annual spend per buyer as of December 31, 2024, was $302, up 9% from $278 as of December 31, 2023. For the year ended December 31, 2024, buyers who spent over $500 accounted for 65% of our marketplace revenue, up from 64% for the year ended December 31, 2023.
In addition, amortization of discount and issuance costs of our Convertible Notes, exchange rate gains (losses) due to foreign exchange fluctuations and other financial expenses in connection with bank charges and long-term loan. Income taxes. Income taxes primarily include reserves for uncertain tax positions.
Financial income, net primarily include interest earned on cash and cash equivalents, deposits and marketable securities. In addition, amortization of discount and issuance costs of our Convertible Notes, exchange rate gains (losses) due to foreign exchange fluctuations and other financial expenses in connection with bank charges and long-term loan. 58 Tax benefit.
General and administrative expenses are expensed as incurred. We expect that our general and administrative expenses will grow over time as we grow our business, as well as to cover the additional cost and expenses associated with maintaining a publicly listed company. Impairment of intangible assets.
We expect that our general and administrative expenses will grow over time as we grow our business, as well as to cover the additional cost and expenses associated with maintaining a publicly listed company. Impairment of intangible assets. Impairment of intangible assets and internal use software capitalization as a result of adverse change in macroeconomic conditions. Financial income, net.
In connection with the issuance of the Convertible Notes, we entered into privately negotiated capped call transactions with certain financial institutions. See Item 3.D. “Risk Factors—Risks related to our indebtedness and capital structure—The Capped Call Transaction may affect the value of our ordinary shares, and we may be subject to counterparty risk with respect to the Capped Call Transactions.” C.
See Item 3.D. “Risk Factors—Risks relating to our indebtedness and capital structure—The Capped Call Transaction may affect the value of our ordinary shares, and we may be subject to counterparty risk with respect to the Capped Call Transactions.” C . Research and Development, Patents and Licenses, Etc.
Year ended December 31, 2023 2022 (in thousands ) Net cash provided by operating activities $ 83,186 $ 30,112 Net cash provided by (used in) investing activities 9,776 (14,624 ) Net cash provided by (used in) financing activities 2,852 (1,637 ) Net cash provided by operating activities Net cash provided by operating activities increased by $53.1 million in 2023 compared to 2022, primarily resulting from an increase in our revenue cash collection and interest income earned from our cash and investment portfolio.
Year ended December 31, 2024 2023 (in thousands ) Net cash provided by operating activities $ 83,068 $ 83,186 Net cash provided by (used in) investing activities $ (23,818 ) $ 9,776 Net cash provided by (used in) financing activities $ (104,222 ) $ 2,852 Net cash provided by operating activities Net cash provided by operating activities primarily resulting from our revenue cash collection and interest income earned from our cash and investment portfolio.
In addition, we had restricted cash and restricted deposits related to the loan to finance leasehold improvements and our office space lease agreement of $1.3 million and $1.2 million as of December 31, 2023 and 2022, respectively. Our marketable securities amounted to $476.1 million and $431.1 million as of December 31, 2023 and 2022.
As of December 31, 2024, and 2023 we had $689.3 million and $745.7 million, respectively, of cash, cash equivalents, bank deposits and marketable securities. In addition, we had restricted deposits related to the office space lease agreement of $1.3 million as of December 31, 2024, and 2023.
General and administrative expenses primarily include overhead related costs, including share-based compensation of the Company’s executive, finance, legal, human resources and other administrative personnel. General and administrative expenses also include legal, accounting and other professional service fees, other corporate expenses, as well as chargeback expenses and costs associated with fraud risk reduction and others.
General and administrative expenses primarily include overhead related costs, including share-based compensation of the Company’s executive, finance, legal, human resources and other administrative personnel.
Net cash provided by (used in) financing activities Net cash provided by financing activities was $2.9 million for the year ended December 31, 2023, an increase of $4.5 million from ($1.6) million cash used in for the year ended December 31, 2022.
Net cash provided by (used in) investing activities Net cash used in investing activities was ($28.8) million for the year ended December 31, 2024, an increase of $38.6 million compared to $9.8 million cash provided by for the year ended December 31, 2023.
ASC 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. If the qualitative assessment does not result in a more likely than not indication of impairment, no further impairment testing is required.
If the qualitative assessment does not result in a more likely than not indication of impairment, no further impairment testing is required. If it does result in a more likely than not indication of impairment, the two-step impairment test is performed.
General and administrative General and administrative expenses increased by $11.5 million, or 22.6%, to $62.7 million for the year ended December 31, 2023 from $51.2 million for the year ended December 31, 2022.
General and administrative General and administrative expenses increased by $12.1 million, or 19.3%, to $74.8 million for the year ended December 31, 2024 from $62.7 million for the year ended December 31, 2023.
This was partially offset by a decrease of $1.0 million in proceeds from exercise of share options. Description of Convertible Notes and Capped Call Transaction Financing On October 13, 2020, we closed a private offering of $460.0 million principal amount of 0% coupon rate Convertible Senior Notes due 2025, or the Convertible Notes.
Description of Convertible Notes and Capped Call Transaction Financing On October 13, 2020, we closed a private offering of $460.0 million principal amount of 0% coupon rate Convertible Senior Notes due 2025, or the Convertible Notes. The Convertible Notes were issued pursuant to an indenture, dated October 13, 2020, or the Indenture, between us and U.S.
If it does result in a more likely than not indication of impairment, the two-step impairment test is performed. Alternatively, ASC 350 permits an entity to bypass the qualitative assessment for any reporting unit and proceed directly to performing the first step of the goodwill impairment test.
Alternatively, ASC 350 permits an entity to bypass the qualitative assessment for any reporting unit and proceed directly to performing the first step of the goodwill impairment test. We operate in one reporting segment, and this segment comprises our only reporting unit.
Contingent consideration incurred in a business combination is included as part of the acquisition price and recorded at a probability weighted assessment of the fair value as of the acquisition date. The fair value of the contingent consideration is re-measured at each reporting period, with any adjustments in fair value recognized in earnings under general and administrative expenses.
Earn-out incurred in a business combination is included as part of the acquisition price and recorded at a probability weighted assessment of the fair value as of the acquisition date.
Key financial and operating metrics We monitor the following key financial and operating metrics to evaluate the growth of our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. • “ Active buyers ” means buyers who have ordered a Gig or other services on Fiverr within the last 12-month period, irrespective of cancellations.
These annual spend per buyer growth trends demonstrate our success in expanding upmarket by offering a broader set of digital services, increasing engagement and lifetime value of our buyers, and growing the number of higher value Gigs and higher quality sellers on our platform through targeted marketing efforts. 56 Key financial and operating metrics We monitor the following key financial and operating metrics to evaluate the growth of our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. ● “Annual active buyers ” means buyers who have ordered a Gig on the marketplace within the last 12-month period, irrespective of cancellations.
Research and development Research and development costs decreased by $1.8 million, or 2.0%, to $90.7 million for the year ended December 31, 2023 from $92.6 million for the year ended December 31, 2022.
This was partially offset by a decrease of $0.4 million in other related costs. Research and development Research and development costs decreased by $0.5 million, or 0.5%, to $90.2 million for the year ended December 31, 2024, from $90.7 million for the year ended December 31, 2023.
Sales and marketing expenses are primarily comprised of costs of our marketing personnel, the related overhead costs, including share-based compensation for employees engaged in sales, marketing, advertising and promotional activities.
Sales and marketing expenses are primarily comprised of costs of the Company’s marketing personnel and the related overhead costs, including share-based compensation for employees engaged in sales, marketing, advertising and promotional activities. A significant component is performance marketing investments such as user acquisition costs, branding costs, marketing campaigns and other media advertisements costs, and amortization of acquired intangible assets.
Intangible assets that are considered to have definite useful life are amortized using the straight-line basis over their estimated useful lives, which ranges from 2 to 10 years.
We elected to perform an annual impairment test of goodwill as of October 1st of each year, or more frequently if impairment indicators are present. Intangible assets that are considered to have definite useful life are amortized using the straight-line basis over their estimated useful lives, which ranges from 1 to 10 years.
The following table sets forth the geographic breakdown of revenues for the periods indicated: 2023 2022 2021 (in thousands ) U.S. $ 178,450 $ 172,704 $ 154,360 Europe 95,593 84,484 77,019 Asia Pacific 54,400 48,585 38,437 Rest of the world 29,664 28,153 24,991 Israel 3,268 3,440 2,855 Total $ 361,375 $ 337,366 $ 297,662 Cost of revenue .
The following table sets forth the geographic breakdown of revenues for the periods indicated: 2024 2023 2022 (in thousands ) U.S $ 191,705 $ 178,450 $ 172,704 Europe 104,319 95,593 84,484 Asia Pacific 60,912 54,400 48,585 Rest of the world 30,959 29,664 28,153 Israel 3,586 3,268 3,440 Total $ 391,481 $ 361,375 $ 337,366 57 The following table summarizes disaggregated revenue by marketplace revenue and services revenue for the years ended: 2024 2023 2022 (in thousands) Marketplace Revenue $ 303,069 $ 306,981 $ 296,263 Services Revenue 88,412 54,394 41,103 Total $ 391,481 $ 361,375 $ 337,366 Cost of revenue .
The key drivers of our active buyer base growth are continued buyer engagement and our buyer acquisition strategy. We are focused on increasing this strong base of active buyers, which we continue to monetize. We experience significant repeat business because buyers return to our platform as we offer a variety of freelance digital services that address different businesses’ needs.
We believe this upmarket strategy is beneficial to our business in the long run. We experience significant repeat business because buyers return to our platform as we offer a variety of freelance digital services that address different businesses’ needs.
Cost of revenue primarily consists of expenses related to payment processing companies’ fees, server hosting fees, costs of customer support personnel, amortization of capitalized internal-use software and developed technology and courses.
Cost of revenue is mainly comprised of expenses related to payment processing fees, server hosting fees, costs of customer support personnel, contractors services, amortization expenses associated with acquired intangible assets and capitalized internal-use software. Cost of revenue also consists of personnel and the related overhead costs, including share-based compensation.
This decrease was primarily driven by a lower investment of $6.4 million in marketing campaigns and brand activities, a decrease of $3.9 million in share-based compensation, a decrease of $1.5 million in employee-related and subcontractors costs, a decrease of $1.3 million in intangible assets amortization and a decrease of $0.3 million in hedging expenses.
This increase was primarily driven by a higher investment of $9.2 million in marketing campaigns and brand activities, an increase of $0.5 million in contractors’ services, an increase of $0.5 million in business technology services and an increase of $0.3 million in share-based compensation.
Net cash provided by (used in) investing activities Net cash provided by investing activities was $9.8 million for the year ended December 31, 2023, an increase of $24.4 million from ($14.6) million cash used in for the year ended December 31, 2022. The increase primarily resulted from $167.5 million of investments in marketable securities.
This was partially offset by a decrease of $221.8 million due to investments in marketable securities. 62 Net cash provided by (used in) financing activities Net cash used in financing activities was ($104.2) million for the year ended December 31, 2024, an increase of $107.1 million from $2.9 million cash provided by for the year ended December 31, 2023.
Certain contractual obligations are reflected on the consolidated balance sheet as of December 31, 2023, while others are considered future commitments. Our contractual obligations primarily consist of purchase obligations, lease payments and convertible notes. For information regarding our other contractual obligations, refer to Note 9, 10 and 12 within our audited consolidated financial statements included elsewhere in this Annual Report.
Our contractual obligations primarily consist of purchase obligations, lease payments, earn-out payments and convertible notes. For information regarding our other contractual obligations, refer to Note 11, 12 and 14 within our audited consolidated financial statements included in Item 18 of this Annual Report. The following table presents the summary consolidated cash flow information for the periods presented.
Our take rate, or revenue as a percentage of GMV, was 31.8%, 30.2%, and 29.2% for the years ended December 31, 2023, 2022 and 2021, respectively. We believe we are able to command our take rate because of the value we provide to our buyers and sellers in an otherwise fragmented, unstandardized and high-friction industry.
The slight increase in marketplace take rate was due to slight adjustments in fee structure on our marketplace. We believe we are able to command our marketplace take rate because of the value we provide to our buyers and sellers in an otherwise fragmented, unstandardized and high-friction industry.
This was primarily due to a decrease of $2.8 million in amortization of capitalized internal-use software and developed technology and a decrease of $1.7 million due to saving of talent and contractors services. The decrease was partially offset by an increase of $0.2 million in hosting costs and an increase of $0.2 million in employee-related costs and subcontractors costs.
This was primarily driven by a decrease of $2.8 million in employee-related costs due to depreciation of the NIS against the U.S. dollar, a decrease of $0.7 million in share-based compensation and a decrease of $0.4 million in capitalized internal use of software.
We may also seek to invest in or acquire complementary businesses or technologies. We are a party to contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs.
We are a party to contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the consolidated balance sheet as of December 31, 2024, while others are considered future commitments.
This was partially offset by a decrease of 142.5 million due to proceeds from maturities of marketable securities a decrease of $46.9 million in bank deposits and restricted deposits, a decrease of $1.4 million in other receivables and non-current assets and a decrease of $1.1 million related to capitalization of internal-use software and acquisition of intangible assets.
The increase primarily resulted from $114.0 million proceeds from maturities of marketable securities, an increase of $105.0 million in bank deposits, an increase of $39.7 million in acquisitions of business activity, an increase of $1.1 million due to acquisition of intangible assets, an increase of $0.3 million related to purchase of property and equipment and capitalization of internal-use software and an increase of $0.3 in other receivables and non-current assets.
Marketable securities are comprised of treasury, corporate and municipal bonds. 61 Our primary requirements for liquidity and capital resources are to finance working capital, capital expenditures and general corporate purposes. We assess our liquidity, in part, through an analysis of our working capital, current assets less current liabilities, together with other sources of liquidity.
Our marketable securities amounted to $411.0 million and $476.1 million as of December 31, 2024, and 2023. Marketable securities are comprised of treasury, corporate and municipal bonds. Our primary requirements for liquidity and capital resources are to finance working capital, capital expenditures and general corporate purposes.
Financial income, net Financial income, net, amounted to $20.2 million for the year ended December 31, 2023 compared to financial income, net, amounted to $3.6 million for the year ended December 31, 2022. The change was mainly driven by an increase of approximately $16.5 million in interest income earned from our cash and investment portfolio.
The change was mainly driven by an increase of $8.2 million in interest income earned from our cash and investment portfolio. This was partially offset by a decrease of $0.7 million due to foreign exchange fluctuations and bank fees. Tax benefit (taxes on income) Tax benefit increased by $7.7 million for the year ended December 31, 2024.
Our future financing requirements will depend on many factors including our growth rate, the timing and extent of spending to support development of our platform and the expansion of marketing activities. Our capital expenditures for fiscal years 2023, 2022 and 2021 amounted to $1.1 million, $2.2 million and $2.6 million, respectively.
However, this is subject, to a certain extent, to general economic, financial, competitive, regulatory and other factors that are beyond our control. Our future financing requirements will depend on many factors including our growth rate, the timing and extent of spending to support development of our platform and the expansion of marketing activities.
Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed. Under ASC Topic 350, “Intangible—Goodwill and other,” goodwill is not amortized, but rather is subject to an impairment test.
Goodwill and other Intangible Assets Goodwill and other purchased intangible assets have been recorded in our financial statements as a result of business combinations. Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed.
Cost of revenue Cost of revenue decreased by $4.1 million, or 6.2%, to $61.8 million for the year ended December 31, 2023 from $65.9 million for the year ended December 31, 2022.
The slight increase in marketplace take rate was due to slight adjustments in fee structure on our marketplace. Cost of revenue Cost of revenue increased by $8.7 million, or 14.1%, to $70.6 million for the year ended December 31, 2024, from $61.8 million for the year ended December 31, 2023.
The following table sets forth our key performance indicators as of December 31, 2023 and 2022: As of December 31, 2023 2022 Active buyers (in thousands) 4,077 4,275 Spend per buyer $ 278 $ 262 58 Components of our results of operations Revenue. Our revenue is primarily comprised of transaction fees and service fees.
The following table sets forth our key performance indicators as of December 31, 2024 and 2023: As of December 31, 2024 2023 2022 Annual active buyers (in thousands) 3,630 4,027 4,201 Annual spend per buyer $ 302 $ 278 $ 261 The Company is updating the definitions of certain of its key financial and operating metrics, including annual active buyers and annual spend per buyer to align with our supplemental revenue presentation, which disaggregates revenue into two components, marketplace revenue and services revenue.
This decrease was partially offset by a $11.7 million from prior year revaluation of contingent consideration and $8.2 million working capital changes derived mainly from an increase in other receivables, deferred revenue, accrued expenses and other liabilities.
The change primarily resulted from a decrease of $12.2 million due to one time escrow payment related to contingent consideration, a decrease of $11.1 million in working capital changes derived mainly from other receivables, deferred revenue, accrued expenses and other liabilities and a decrease of $4.0 million in amortization of premium and accretion of discount on marketable securities.
For more information regarding the tax benefits available to us, see Item 10.E.
Additionally, we had net operating loss carryforwards for State U.S. tax purposes in the amount of approximately $14.6 million. For more information regarding the tax benefits available to us, see Item 10.E. “Taxation.” A .
As of December 31, 2023, we utilized our carryforwards net operating loss for Israeli tax purposes amounted to approximately $85.4 million. After we utilize our net operating loss carryforwards, we are eligible for certain tax benefits in Israel under the Law for the Encouragement of Capital Investments, 1959, or the Investment Law.
As of December 31, 2024, we utilized approximately $19.7 million of our carryforwards net operating loss for Israeli tax purposes. Additional $16.8 million is expected to be utilized over the term of 4 years.
Sales and marketing Sales and marketing expenses decreased by $13.4 million, or 7.7%, to $161.2 million for the year ended December 31, 2023 from $174.6 million for the year ended December 31, 2022.
This was partially offset by an increase of $1.6 million in business technology services, an increase of $1.0 million in contractors’ services and an increase of $0.8 million in facilities maintenance and related operational costs. 60 Sales and marketing Sales and marketing expenses increased by $10.5 million, or 6.5%, to $171.7 million for the year ended December 31, 2024 from $161.2 million for the year ended December 31, 2023.
Our revenue growth has been driven by a combination of active buyers, spend per buyer and take rate growth. For the years ended December 31, 2023, 2022 and 2021, our revenue was $361.4 million, $337.4 million, and $297.7 million, respectively, most of which was driven by repeat buyers whose collective spend on our platform continues to increase.
The decrease in GMV was driven from a 10% year-over-year decrease in annual active buyers, which was partially offset by a 9% increase in annual spend per buyer. Our marketplace take rate for the year ended December 31, 2024, was 27.6% compared to 27.4% for the year ended December 31, 2023 .
This increase was primarily due to $10.2 million prior year reversal of contingent consideration revaluation, an increase of $0.9 million in anti-fraud technology tools, an increase of $0.9 million in seller protection expenses, user compensation and other related expenses, an increase of $0.6 million in hedging activity and an increase of $0.3 million in share-based compensation.
This increase was primarily due to $6.1 million in shared-based compensation, an increase of $4.3 million due to earn-out revaluation and acquisition related costs, an increase of $1.3 million in contractors’ services, an increase of $0.6 million in accounting and legal expenses, and an increase of $0.6 on credit loss allowance.
The critical accounting estimates that we believe have the most significant impact on our consolidated financial statements are discussed below. Revenue recognition Our customers are the users on our platform.
The critical accounting estimates that we believe have the most significant impact on our consolidated financial statements are discussed below. 64 Business combinations We account for business combinations in accordance with ASC 805, “Business Combination” and we allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values.
The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. 65 The estimated fair values and useful lives of identifiable intangible assets are based on many factors, including estimates and assumptions of future operating performance and cash flows of the acquired business, the nature of the business acquired and the specific characteristics of the identified intangible assets.
The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets.
Certain fixed costs are excluded from performance marketing investments and related tROI calculations because performance marketing investments represent our direct variable costs related to buyer acquisition and its corresponding revenue generation. tROI measures the efficiency of such variable marketing investments and is an indicator actively used by management to make day-to-day operational decisions. 57 Growth in spend per buyer We view the acquisition of a new buyer as a starting point for building a long-term relationship between the buyer and our marketplace.
This consistent repeat purchase behavior underscores the loyalty and retention of our buyer base and allows us to drive more of our revenue from our existing buyer base over the years. Growth in annual spend per buyer We view the acquisition of a new buyer as a starting point for building a long-term relationship between the buyer and our marketplace.
Removed
In the year ended December 31, 2023, we had 4.1 million active buyers on our platform. We were founded in 2010 by entrepreneurs who have extensive experience working with freelancers and who have witnessed firsthand how challenging the process can be. Our platform has simplified and streamlined this process for both buyers and sellers.
Added
In addition to enabling marketplace activities, we have also over the years expanded the offerings on our platform to include a number of value-added services to help our buyers and sellers to grow their business.
Removed
As a result, we have experienced significant growth and reached a meaningful scale. Our GMV for the years ended December 31, 2023, 2022 and 2021 was $1,134.7 million, $1,118.3 million, and $1,018.7 million, respectively.
Added
This includes subscription products such as Seller Plus and AutoDS, advertising services such as Fiverr Ads, as well as other services such as financial and learning and development tools. We have also been investing in upmarket initiatives to attract more customers from bigger organizations with bigger spending budgets to spend on the platform.
Removed
Our business model We operate a marketplace model where we derive the majority of our revenue from transaction fees and service fees that are based on the total value of transactions ordered through our platform. Additionally, we drive certain revenues from value-added services provided to our buyer and seller community.
Added
We have built Fiverr Pro, our flagship upmarket product, to enable these larger customers to access a fully-vetted talent pool, white-glove matching services, end-to-end project management services, as well as a suite of team collaboration, budget management, compliance and reporting tools. We have reached a significant scale since founded in 2010.
Removed
These favorable dynamics provide us with revenue visibility and predictability. As repeat buyers keep using our platform, placing additional orders and ordering higher value and cross category services, we benefit from growing buyer lifetime value.

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Item 6. [Reserved]

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

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Biggest changeThe compensation policy must also include, among other features: • with regards to variable components: • with the exception of office holders who report directly to the chief executive officer, determining the variable components on long-term performance basis and on measurable criteria; however, the company may determine that an immaterial part of the variable components of the compensation package of an office holder shall be awarded based on non-measurable criteria, if such amount is not higher than three monthly salaries per annum, while taking into account such office holder’s contribution to the company; • the ratio between variable and fixed components, as well as the limit of the values of variable components at the time of their payment, or in the case of equity-based compensation, at the time of grant; • a condition under which the office holder will return to the company, according to conditions to be set forth in the compensation policy, any amounts paid as part of his or her terms of employment, if such amounts were paid based on information later discovered to be wrong, and such information was restated in the company’s financial statements; • the minimum holding or vesting period of variable equity-based components to be set in the terms of office or employment, as applicable, while taking into consideration long-term incentives; and • a limit to retirement grants.
Biggest changeThe compensation policy must furthermore consider the following additional factors: ● the education, skills, experience, expertise and accomplishments of the relevant office holder; ● the office holder’s position, responsibilities and prior compensation agreements with him or her; ● the ratio between the cost of the terms of employment of an office holder and the cost of the employment of other employees of the company, including employees employed through contractors who provide services to the company, in particular the ratio between such cost to the average and median salary of such employees of the company, as well as the impact of disparities between them on the work relationships in the company; ● if the terms of employment include variable components—the possibility of reducing variable components at the discretion of the board of directors and the possibility of setting a limit on the value of non-cash variable equity-based components; and ● if the terms of employment include severance compensation—the term of employment or office of the office holder, the terms of his or her compensation during such period, the company’s performance during such period, his or her individual contribution to the achievement of the company goals and the maximization of its profits and the circumstances under which he or she is leaving the company. 76 The compensation policy must also include, among other features: ● with regards to variable components: ● with the exception of office holders who report directly to the chief executive officer, determining the variable components on long-term performance basis and on measurable criteria; however, the company may determine that an immaterial part of the variable components of the compensation package of an office holder shall be awarded based on non-measurable criteria, if such amount is not higher than three monthly salaries per annum, while taking into account such office holder’s contribution to the company; ● the ratio between variable and fixed components, as well as the limit of the values of variable components at the time of their payment, or in the case of equity-based compensation, at the time of grant; ● a condition under which the office holder will return to the company, according to conditions to be set forth in the compensation policy, any amounts paid as part of his or her terms of employment, if such amounts were paid based on information later discovered to be wrong, and such information was restated in the company’s financial statements; ● the minimum holding or vesting period of variable equity-based components to be set in the terms of office or employment, as applicable, while taking into consideration long-term incentives; and ● a limit to retirement grants.
However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the above-mentioned events and amount or criteria; 81 • reasonable litigation expenses, including attorneys’ fees, incurred by the office holder (1) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability, such as a criminal penalty, was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent and (2) in connection with a monetary sanction; • reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third-party or in connection with criminal proceedings in which the office holder was acquitted or as a result of a conviction for an offense that does not require proof of criminal intent; and • expenses, including reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative proceeding instituted against such office holder, or certain compensation payments made to an injured party imposed on an office holder by an administrative proceeding, pursuant to certain provisions of the Israeli Securities Law, 1968, or the Israeli Securities Law.
However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the above-mentioned events and amount or criteria; ● reasonable litigation expenses, including attorneys’ fees, incurred by the office holder (1) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability, such as a criminal penalty, was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent and (2) in connection with a monetary sanction; ● reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third-party or in connection with criminal proceedings in which the office holder was acquitted or as a result of a conviction for an offense that does not require proof of criminal intent; and ● expenses, including reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative proceeding instituted against such office holder, or certain compensation payments made to an injured party imposed on an office holder by an administrative proceeding, pursuant to certain provisions of the Israeli Securities Law, 1968, or the Israeli Securities Law.
Nonetheless, according to the Companies Law, the compensation committee and the board of directors, may in special circumstances approve compensation of directors, that is inconsistent with our stated compensation policy, provided that the provisions that must be included in the compensation policy according to the Companies Law have been considered by the compensation committee and the board of directors, and provided that the shareholders’ approval will be obtained, subject to the following requirements: • at least a majority of the shares held by all shareholders who are not controlling shareholders and do not have a personal interest in such matter, present and voting at such meeting, have voted in favor of the compensation package, excluding abstentions; or • the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such matter, who vote against the compensation package does not exceed two percent (2%) of the aggregate voting rights in the Company.
Nonetheless, according to the Companies Law, the compensation committee and the board of directors, may in special circumstances approve compensation of directors, that is inconsistent with our stated compensation policy, provided the provisions that must be included in the compensation policy according to the Companies Law have been considered by the compensation committee and the board of directors, and provided that the shareholders’ approval will be obtained, subject to the following requirements: ● at least a majority of the shares held by all shareholders who are not controlling shareholders and do not have a personal interest in such matter, present and voting at such meeting, have voted in favor of the compensation package, excluding abstentions; or 67 ● the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such matter, who vote against the compensation package does not exceed two percent (2%) of the aggregate voting rights in the Company.
Disclosure of personal interests of an office holder and approval of certain transactions The Companies Law requires that an office holder will promptly disclose to the board of directors any personal interest that he or she may have and all related material information known to him or her concerning any existing or proposed transaction with the company.
Disclosure of personal interests of an office holder and approval of certain transactions The Companies Law requires that an office holder promptly disclose to the board of directors any personal interest that he or she may have and all related material information known to him or her concerning any existing or proposed transaction with the company.
Share Ownership For information regarding the share ownership of directors and officers, see Item 7.A. “ Major Shareholders and Related Party Transactions—Major Shareholders. ” For information as to our equity incentive plans, see Item 6.B. “ Director, Senior Management and Employees—Compensation—Share Option Plans. ” F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation. None.
Share Ownership For information regarding the share ownership of directors and officers, see Item 7.A. “ Major Shareholders and Related Party Transactions—Major Shareholders. ” For information as to our equity incentive plans, see Item 6.B. “ Directors, Senior Management and Employees—Compensation—Share Option Plans. ” F . Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation. None. Item 7 .
Prior to co-founding Fiverr, Mr. Kaufman founded and led several technology ventures. Mr. Kaufman has served as a member of the Advisory Board of Cerca Partners LP, a venture capital firm, since November 2016. Mr. Kaufman holds an LL.B degree from Haifa University in Israel.
Prior to founding Fiverr, Mr. Kaufman founded and led several technology ventures. Mr. Kaufman has served as a member of the Advisory Board of Cerca Partners LP, a venture capital firm, since November 2016. Mr. Kaufman holds an LL.B degree from Haifa University in Israel.
(acquired by Microsoft Corporation), Wilocity (acquired by Qualcomm Incorporated) and Onavo (acquired by Facebook, Inc.). Mr. Katz holds a B.A. from Tel Aviv University in Israel. 67 Hila Klein has served as our Chief Operating Officer since January 2019. Prior to joining us, Ms.
(acquired by Microsoft Corporation), Wilocity (acquired by Qualcomm Incorporated) and Onavo (acquired by Facebook, Inc.). Mr. Katz holds a B.A. from Tel Aviv University in Israel. Hila Klein has served as our Chief Operating Officer since January 2019. Prior to joining us, Ms.
We comply with the rules of the New York Stock Exchange requiring that a majority of our directors are independent. Our board of directors has determined that all directors, other than Micha Kaufman, our co-founder, chief executive officer and chairperson of the board of directors, are independent under such rules.
We comply with the rules of the New York Stock Exchange requiring that a majority of our directors are independent. Our board of directors has determined that all directors, other than Micha Kaufman, our Founder, chief executive officer and chairperson of the board of directors, are independent under such rules.
The responsibilities of the audit committee include: • retaining and terminating our independent auditors, subject to the ratification of the board of directors, and in the case of retention, to that of the shareholders; • pre-approving of audit and non-audit services and related fees and terms, to be provided by the independent auditors; • overseeing the accounting and financial reporting processes of our company, the audits of our financial statements, the effectiveness of our internal control over financial reporting and making such reports as may be required of an audit committee under the rules and regulations promulgated under the Exchange Act; • overseeing the Company policies with respect to risk assessment and risk management, including with respect to financial, information security and cybersecurity related risks; • reviewing with management and our independent auditor our annual, semi-annual and quarterly financial statements prior to publication or filing (or submission, as the case may be) to the SEC; • recommending to the board of directors the retention and termination of the internal auditor, and the internal auditor’s engagement fees and terms, in accordance with the Companies Law, as well as reviewing and approving the yearly or periodic work plan proposed by the internal auditor; • reviewing with our general counsel and/or external counsel, as deemed necessary, legal and regulatory matters that could have a material impact on the financial statements; • Receiving reports of suspected irregularities in our business administration, inter alia, by members of the Company’s management, legal counsel, the independent or internal auditor, and suggesting corrective measures to the board of directors; • reviewing policies and procedures with respect to transactions (other than transactions related to the compensation or terms of services) between the Company and officers and directors, or affiliates of officers or directors, or transactions that are not in the ordinary course of the Company’s business and deciding whether to approve such acts and transactions if so required under the Companies Law; and • establishing and overseeing procedures and policies for the handling of employees’ complaints as to the management of our business and the protection to be provided to such employees.
The responsibilities of the audit committee include: ● retaining and terminating our independent auditors, subject to the ratification of the board of directors, and in the case of retention, to that of the shareholders; ● pre-approving of audit and non-audit services and related fees and terms, to be provided by the independent auditors; ● overseeing the accounting and financial reporting processes of our company, the audits of our financial statements, the effectiveness of our internal control over financial reporting and making such reports as may be required of an audit committee under the rules and regulations promulgated under the Exchange Act; ● overseeing the Company policies with respect to risk assessment and risk management, including with respect to financial, privacy and data protection, information security and cybersecurity related risks, and review contingent liabilities and risks that may be material to the Company; ● reviewing with management and our independent auditor our annual, semi-annual and quarterly financial statements prior to publication or filing (or submission, as the case may be) to the SEC; ● recommending to the board of directors the retention and termination of the internal auditor, and the internal auditor’s engagement fees and terms, in accordance with the Companies Law, as well as reviewing and approving the yearly or periodic work plan proposed by the internal auditor; ● reviewing with our general counsel and/or external counsel, as deemed necessary, legal and regulatory matters that could have a material impact on the financial statements; ● Receiving reports of suspected irregularities in our business administration, inter alia, by members of the Company’s management, legal counsel, the independent or internal auditor, and suggesting corrective measures to the board of directors; 74 ● reviewing policies and procedures with respect to transactions (other than transactions related to the compensation or terms of services) between the Company and officers and directors, or affiliates of officers or directors, or transactions that are not in the ordinary course of the Company’s business and deciding whether to approve such acts and transactions if so required under the Companies Law; and ● establishing and overseeing procedures and policies for the handling of employees’ complaints as to the management of our business and the protection to be provided to such employees.
In accordance with the Company’s compensation policy, we also paid cash bonuses to our Covered Executives as approved by the compensation committee and the board of directors. The 2023 cash bonus expenses, including social benefits costs, for Mr. Micha Kaufman, Mr. Ofer Katz, Ms. Hila Klein, Ms. Gali Arnon and Ms.
In accordance with the Company’s compensation policy, we also paid cash bonuses to our Covered Executives as approved by the compensation committee and the board of directors. The 2024 cash bonus expenses, including social benefits costs, for Mr. Micha Kaufman, Mr. Ofer Katz, Ms. Hila Klein, Ms. Gali Arnon and Ms.
Our board of directors has adopted a compensation committee charter setting forth the responsibilities of the committee consistent with the New York Stock Exchange rules, which include among others: • recommending to our board of directors for its approval a compensation policy in accordance with the requirements of the Companies Law as well as other compensation policies, incentive-based compensation plans and equity-based compensation plans, and overseeing the development and implementation of such policies and recommending to our board of directors any amendments or modifications the committee deems appropriate, including as required under the Companies Law; • reviewing and approving the granting of options and other incentive awards to the chief executive officer and other executive officers, including reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer and other executive officers, including evaluating their performance in light of such goals and objectives; • overseeing and periodically reviewing with management our strategies, policies and practices with respect to human capital management and management development, including with respect to matters such as diversity, equity, and inclusion; workplace environment and culture; employee engagement and effectiveness; and talent recruitment, development, and retention; • approving and exempting certain transactions regarding office holders’ compensation pursuant to the Companies Law; and • administering our equity-based compensation plans, including without limitation, approving the adoption of such plans, amending and interpreting such plans and the awards and agreements issued pursuant thereto, and making awards to eligible persons under the plans and determining the terms of such awards.
Our board of directors has adopted a compensation committee charter setting forth the responsibilities of the committee consistent with the New York Stock Exchange rules, which include among others: ● recommending to our board of directors for its approval a compensation policy in accordance with the requirements of the Companies Law as well as other compensation policies, incentive-based compensation plans and equity-based compensation plans, and overseeing the development and implementation of such policies and recommending to our board of directors any amendments or modifications the committee deems appropriate, including as required under the Companies Law; ● reviewing and approving the granting of options and other incentive awards to the chief executive officer and other executive officers, including reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer and other executive officers, including evaluating their performance in light of such goals and objectives; ● overseeing and periodically reviewing with management our strategies, policies and practices with respect to human capital management and management development, including with respect to matters such as diversity, equity, and inclusion; workplace environment and culture; employee engagement and effectiveness; and talent recruitment, development, and retention; ● approving and exempting certain transactions regarding office holders’ compensation pursuant to the Companies Law; 75 ● administering our equity-based compensation plans, including without limitation, approving the adoption of such plans, amending and interpreting such plans and the awards and agreements issued pursuant thereto, and making awards to eligible persons under the plans and determining the terms of such awards; and ● administering and overseeing the Company’s compliance with the compensation recovery policy required by the SEC and NYSE rules.
As of December 31, 2023, Ms. Sharon Cohen, CPA from Deloitte IL & Co, a firm in the Deloitte Global Network is acting as our internal auditor. Fiduciary Duties and Approval of related party transactions under Israeli law Fiduciary duties of directors and executive officers The Companies Law codifies the fiduciary duties that office holders owe to a company.
As of December 31, 2024, Ms. Sharon Cohen, CPA from Deloitte IL & Co, a firm in the Deloitte Global Network is acting as our internal auditor. 78 Fiduciary Duties and Approval of related party transactions under Israeli law Fiduciary duties of directors and executive officers The Companies Law codifies the fiduciary duties that office holders owe to a company.
For a description of the approvals required under Israeli law for compensation arrangements of officers and directors, see above under Item 6.B ”Director, Senior Management and Employees Compensation — Compensation of directors and executive officers.” Shareholders’ duties Pursuant to the Companies Law, a shareholder has a duty to act in good faith and in a customary manner 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 shareholders’ 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 shareholders’ approval.
For a description of the approvals required under Israeli law for compensation arrangements of officers and directors, see above under Item 6.B ”Directors, Senior Management and Employees Compensation — Compensation of directors and executive officers.” Shareholders’ duties Pursuant to the Companies Law, a shareholder has a duty to act in good faith and in a customary manner 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 shareholders’ 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 shareholders’ approval. 79 In addition, a shareholder has a general duty to refrain from discriminating against other shareholders.
Assumptions and key variables used in the calculation of such amounts are described in Note 14 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 16 to our audited consolidated financial statements included in Item 18 of this Annual Report.
Compensation Compensation of directors and executive officers Directors. Under the Companies Law, the compensation of our directors requires the approval of our compensation committee, the subsequent approval of the board of directors and, unless exempted under regulations promulgated under the Companies Law, the approval of the shareholders at a general meeting.
Under the Companies Law, the compensation of our directors requires the approval of our compensation committee, the subsequent approval of the board of directors and, unless exempted under regulations promulgated under the Companies Law, the approval of the shareholders at a general meeting.
Any such transaction that is adverse to the company’s interests may not be approved by the board of directors. 80 Approval first by the company’s audit committee and subsequently by the board of directors is required for an extraordinary transaction (meaning, any transaction that is not in the ordinary course of business, not on market terms or that is likely to have a material impact on the company’s profitability, assets or liabilities) in which an office holder has a personal interest.
Approval first by the company’s audit committee and subsequently by the board of directors is required for an extraordinary transaction (meaning, any transaction that is not in the ordinary course of business, not on market terms or that is likely to have a material impact on the company’s profitability, assets or liabilities) in which an office holder has a personal interest.
Set forth below is a chart showing the number of people we employed at the times indicated: As of December 31, 2023(*) 2022(*) 2021(*) Total Employees 775 739 787 Located in Israel 623 575 580 Located in the United States 144 157 197 Located in Europe 8 7 10 In Research and Development 332 295 311 In Marketing 204 198 223 In General and Administration 111 125 109 In Customer Care 128 121 144 (*) The numbers of employees set forth in this table do not include contractors. 83 In regard to our Israeli employees, Israeli labor laws govern the length of the workday, minimum wages for employees, procedures for hiring and dismissing employees, determination of severance pay, annual leave, sick days, advance notice of termination of employment, equal opportunity and anti-discrimination laws and other conditions of employment.
Set forth below is a chart showing the number of people we employed at the times indicated: As of December 31, 2024(*) 2023(*) 2022(*) Total Employees 762 775 739 Located in Israel 637 623 575 Located in the United States 118 144 157 Located in Europe 7 8 7 In Research and Development 369 332 295 In Marketing 157 204 198 In General and Administration 109 111 125 In Customer Care 127 128 121 (*) The numbers of employees set forth in this table do not include contractors. 81 In regard to our Israeli employees, Israeli labor laws govern the length of the workday, minimum wages for employees, procedures for hiring and dismissing employees, determination of severance pay, annual leave, sick days, advance notice of termination of employment, equal opportunity and anti-discrimination laws and other conditions of employment.
Our employees have pension plans that comply with the applicable Israeli legal requirements and we make monthly contributions to severance pay funds for all employees, which cover potential severance pay obligations. None of our employees work under any collective bargaining agreements.
Our employees have pension plans that comply with the applicable Israeli legal requirements and we make monthly contributions to severance pay funds for all employees, which cover potential severance pay obligations. None of our employees is represented by a labor union or work under any collective bargaining agreements.
In no event will more than 5,500,000 ordinary shares be available for issuance under the Section 423 Component. As of December 31, 2023, the ESPP Share Pool consisted of 1,004,211 ordinary shares.
In no event will more than 5,500,000 ordinary shares be available for issuance under the Section 423 Component. As of December 31, 2024, the ESPP Share Pool consisted of 1,303,663 ordinary shares.
Directors and Senior Management Executive Officers and Directors The following table presents information about our current executive officers and directors as of February 15, 2024: Name Position Executive Officers Micha Kaufman Co-Founder, Chief Executive Officer, Chairperson of the Board Ofer Katz President and Chief Financial Officer Hila Klein Chief Operating Officer Gali Arnon Chief Business Officer, Marketplace Matti Yahav Chief Marketing Officer Sharon Steiner Chief Human Resources Officer Directors Adam Fisher Director Yael Garten Director Ron Gutler Director Gili Iohan Director Jonathan Kolber Director Nir Zohar Director Executive Officers Micha Kaufman , our Co-Founder, has served as our Chief Executive Officer and as a member of our board of directors since our inception and currently also serves as Chairperson of our board of directors.
Directors and Senior Management Executive Officers and Directors The following table presents information about our current executive officers and directors as of February 17, 2025: Name Position Executive Officers Micha Kaufman Founder, Chief Executive Officer, Chairperson of the Board Ofer Katz President and Chief Financial Officer Hila Klein Chief Operating Officer Matti Yahav Chief Marketing Officer Sharon Steiner Chief Human Resources Officer Yossi Levin Chief Technology Officer Directors Adam Fisher Director Yael Garten Director Ron Gutler Director Gili Iohan Director Jonathan Kolber Director Nir Zohar Director 65 Executive Officers Micha Kaufman , our Founder, has served as our Chief Executive Officer and as a member of our board of directors since our inception and currently also serves as Chairperson of our board of directors.
A director so appointed will hold office until the next annual general meeting of our shareholders for the class in respect of which the vacancy was created, or in the case of a vacancy due to the number of directors being less than the maximum number of directors stated in the articles, until the next annual general meeting of our shareholders for the class he or she has been assigned by our board of directors. 74 Chairperson of the board Our amended and restated articles of association provide that the chairperson of the board is appointed by the members of the board of directors.
A director so appointed will hold office until the next annual general meeting of our shareholders for the class in respect of which the vacancy was created, or in the case of a vacancy due to the number of directors being less than the maximum number of directors stated in the articles, until the next annual general meeting of our shareholders for the class he or she has been assigned by our board of directors.
Our board of directors has determined that each member of our compensation committee is independent under the New York Stock Exchange rules, including the additional independence requirements applicable to the members of a compensation committee. 76 Compensation committee role In accordance with the Companies Law, the roles of the compensation committee are, among others, as follows: • recommending 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; • reviewing the implementation of the compensation policy and periodically recommending 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; and • exempting, under certain circumstances, a transaction with our chief executive officer from the approval of the general meeting of our shareholders.
Compensation committee role In accordance with the Companies Law, the roles of the compensation committee are, among others, as follows: ● recommending 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; ● reviewing the implementation of the compensation policy and periodically recommending 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; and ● exempting, under certain circumstances, a transaction with our chief executive officer from the approval of the general meeting of our shareholders.
An Israeli company may insure an office holder against the following liabilities incurred for acts performed as an office holder if and to the extent provided in the company’s articles of association: • a breach of the duty of loyalty to the company, 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 to the company or to a third-party, including a breach arising out of the negligent conduct of the office holder; • a financial liability imposed on the office holder in favor of a third-party; • a financial liability imposed on the office holder in favor of a third-party harmed by a breach in an administrative proceeding; and • expenses, including reasonable litigation expenses and legal fees, incurred by the office holder as a result of an administrative proceeding instituted against him or her pursuant to certain provisions of the Israeli Securities Law.
An Israeli company may insure an office holder against the following liabilities incurred for acts performed as an office holder if and to the extent provided in the company’s articles of association: ● a breach of the duty of loyalty to the company, 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 to the company or to a third-party, including a breach arising out of the negligent conduct of the office holder; ● a financial liability imposed on the office holder in favor of a third-party; ● a financial liability imposed on the office holder in favor of a third-party harmed by a breach in an administrative proceeding; and ● expenses, including reasonable litigation expenses and legal fees, incurred by the office holder as a result of an administrative proceeding instituted against him or her pursuant to certain provisions of the Israeli Securities Law. 80 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.
We pay each of our non-employee directors who (i) either joined our board of directors following our initial public offering or otherwise will join our board of directors in the future, or (ii) serves or will serve in the future on a board of directors committee, each (i) and (ii) an Eligible Director, the following compensation (which reflects certain changes approved by our board of directors and shareholders on October 25, 2023 reducing the overall non-executive director compensation package and changing the form of equity awards granted thereunder from options to restricted share units): Cash Compensation An annual cash retainer with respect to each twelve months of service in an amount of: Lead Independent Director or Chairperson Member Board of Directors $ 50,000 $ 35,000 Additional fees with respect to each twelve months of service on the board of directors’ committees in the amounts of: Lead Independent Director or Chairperson Member Audit Committee $ 20,000 $ 10,000 Compensation Committee $ 15,000 $ 7,500 Nominating and ESG Committee $ 8,000 $ 4,000 Other Committee as Authorized by the Board of Directors $ 8,000 $ 4,000 Payment to the committee chairpersons is in lieu of (and not in addition) to the payments granted for committee membership.
We pay each of our non-employee directors who (i) either joined our board of directors following our initial public offering or otherwise will join our board of directors in the future, or (ii) serves or will serve in the future on a board of directors committee, each (i) and (ii) an Eligible Director, the following compensation: Cash Compensation An annual cash retainer with respect to each twelve months of service in an amount of: Lead Independent Director or Chairperson Member Board of Directors $ 50,000 $ 35,000 69 Additional fees with respect to each twelve months of service on the board of directors’ committees in the amounts of: Lead Independent Director or Chairperson Member Audit Committee $ 20,000 $ 10,000 Compensation Committee $ 15,000 $ 7,500 Nominating and ESG Committee $ 8,000 $ 4,000 Other Committee as Authorized by the Board of Directors $ 8,000 $ 4,000 Payment to the committee chairpersons is in lieu of (and not in addition) to the payments granted for committee membership.
Under these regulations, the exemptions from such Companies Law requirements will continue to be available to us so long as: (i) we do not have a “controlling shareholder” (as such term is defined under the Companies Law), (ii) our shares are traded on certain U.S. stock exchanges, including the New York Stock Exchange, and (iii) we comply with the director independence requirements and the audit committee and compensation committee composition requirements under U.S. laws (including applicable New York Stock Exchange rules) applicable to U.S. domestic issuers. 73 Our board of directors has adopted corporate governance guidelines which serve as a flexible framework which our board of directors and its committees operate within, subject to the requirements of applicable law and regulations.
Under these regulations, the exemptions from such Companies Law requirements will continue to be available to us so long as: (i) we do not have a “controlling shareholder” (as such term is defined under the Companies Law), (ii) our shares are traded on certain U.S. stock exchanges, including the New York Stock Exchange, and (iii) we comply with the director independence requirements and the audit committee and compensation committee composition requirements under U.S. laws (including applicable New York Stock Exchange rules) applicable to U.S. domestic issuers.
As of December 31, 2023, a total of 1,241,824 options to purchase ordinary shares were outstanding under the 2011 Plan, with a weighted average exercise price of $10.08 per share.
As of December 31, 2024, a total of 916,355 options to purchase ordinary shares were outstanding under the 2011 Plan, with a weighted average exercise price of $10.20 per share.
Sharon Steiner has served as our Chief Human Resources Officer since January 2020. Ms. Steiner joined us as a Human Resources Director in May 2012 and was promoted to our VP Human Resources in August 2014. Prior to joining us Ms. Steiner served in various human resources roles, including at Amdocs Ltd., KarmelSonix, Marvell Technology Group Ltd. and IBM Corporation.
Steiner joined us as a Human Resources Director in May 2012 and was promoted to our VP Human Resources in August 2014. Prior to joining us Ms. Steiner served in various human resources roles, including at Amdocs Ltd., KarmelSonix, Marvell Technology Group Ltd. and IBM Corporation. Ms. Steiner holds a B.A. from Haifa University in Israel.
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 may be based on a discretionary evaluation of the chief executive officer’s overall performance by the compensation committee and the board of directors, based on quantitative and qualitative criteria. 77 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.
The commencement of the vesting shall begin on the election or appointment day. 71 Annual Grant – Each Eligible Director shall be granted restricted share units with a grant date value of $225,000 upon each annual anniversary of his or her initial election or appointment (provided that the director is still in office), or the Eligibility Date.
Annual Grant – Each Eligible Director shall be granted restricted share units with a grant date value of $225,000 upon each annual anniversary of his or her initial election or appointment (provided that the director is still in office), or the Eligibility Date. Such annual grant will vest on a quarterly basis over a period of one year.
We no longer grant any awards under the 2011 Plan as it was superseded by the 2019 Plan, although previously granted awards remain outstanding. Ordinary shares subject to outstanding options granted under the 2011 Plan that expire or become unexercisable without having been exercised in full will become available again for future grant under the 2019 Plan.
Ordinary shares subject to outstanding options granted under the 2011 Plan that expire or become unexercisable without having been exercised in full will become available again for future grant under the 2019 Plan.
Our United States Sub Plan to the 2011 Plan, as was adopted under our 2011 Plan governed option awards granted to our United States employees or service providers, including those who are deemed to be residents of the United States for tax purposes.
Our United States Sub Plan to the 2011 Plan, as was adopted under our 2011 Plan governed option awards granted to our United States employees or service providers, including those who are deemed to be residents of the United States for tax purposes. 70 We no longer grant any awards under the 2011 Plan as it was superseded by the 2019 Plan, although previously granted awards remain outstanding.
Prior to that, from 2011 to 2017 she worked in a number of positions at LinkedIn Corporation and most recently was Director of Data Science from 2015 until 2017. Before joining LinkedIn, Dr. Garten was a Research Scientist and Text Mining Lead at the Stanford University School of Medicine.
Garten was the AI/ML Director of Data Science and Engineering at Apple from 2017 to 2023. Prior to that, from 2011 to 2017 she worked in a number of positions at LinkedIn Corporation and most recently was Director of Data Science from 2015 until 2017. Before joining LinkedIn, Dr.
However, under regulations promulgated under the Companies Law, the insurance of office holders shall not require shareholder approval and may be approved by only the compensation committee, if the engagement terms are determined in accordance with the company’s compensation policy, that compensation policy was approved by the shareholders by the same special majority required to approve a compensation policy, provided that the insurance policy is on market terms and the insurance policy is not likely to materially impact the company’s profitability, assets or obligations. 82 Our amended and restated articles of association allow us to indemnify and insure our office 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.
However, under regulations promulgated under the Companies Law, the insurance of office holders shall not require shareholder approval and may be approved by only the compensation committee, if the engagement terms are determined in accordance with the company’s compensation policy, that compensation policy was approved by the shareholders by the same special majority required to approve a compensation policy, provided that the insurance policy is on market terms and the insurance policy is not likely to materially impact the company’s profitability, assets or obligations.
Contact Ltd., a private Israeli event production company, between 2005 and 2007. There are no family relationships among any of our executive officers or directors. There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management. 68 B.
There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management. B. Compensation Compensation of directors and executive officers Directors.
Our directors are divided among the three classes as follows: • the Class I directors are Jonathan Kolber and Yael Garten and their terms expire at our annual general meeting of shareholders to be held in 2026; • the Class II directors are Adam Fisher and Nir Zohar, and their terms expire at our annual meeting of shareholders to be held in 2024; and • the Class III directors are Micha Kaufman, Ron Gutler and Gili Iohan, and their terms expire at our annual meeting of shareholders to be held in 2025.
At each annual general meeting of our shareholders, the election or re-election of directors following the expiration of the term of office of the directors of that class will be for a term of office that expires on the third annual general meeting following such election or re-election, such that each year the term of office of only one class of directors will expire. 72 Our directors are divided among the three classes as follows: ● the Class I directors are Jonathan Kolber and Yael Garten and their terms expire at our annual general meeting of shareholders to be held in 2026; ● the Class II directors are Adam Fisher and Nir Zohar, and their terms expire at our annual meeting of shareholders to be held in 2027; and ● the Class III directors are Micha Kaufman, Ron Gutler and Gili Iohan, and their terms expire at our annual meeting of shareholders to be held in 2025.
On the other hand, our compensation policy includes measures designed to reduce the executive officer’s incentives to take excessive risks that may harm us in the long-term, such as limits on the value of cash bonuses and equity-based compensation, limitations on the ratio between the variable and the total compensation of an executive officer and minimum vesting periods for equity-based compensation. 78 Our compensation policy also addresses our executive officers’ individual characteristics (such as his or her respective position, education, scope of responsibilities and contribution to the attainment of our goals) as the basis for compensation variation among our executive officers and considers the internal ratios between compensation of our executive officers and directors and other employees.
On the other hand, our compensation policy includes measures designed to reduce the executive officer’s incentives to take excessive risks that may harm us in the long-term, such as limits on the value of cash bonuses and equity-based compensation, limitations on the ratio between the variable and the total compensation of an executive officer and minimum vesting periods for equity-based compensation.
Our board of directors has determined that each member of our audit committee is “independent” as such term is defined in Rule 10A-3(b)(1) under the Exchange Act, which is different from the general test for independence of board and committee members. 75 Audit committee role Our board of directors has adopted an audit committee charter setting forth the responsibilities of the audit committee, which are also consistent with the Companies Law, the SEC rules and the New York Stock Exchange corporate governance rules.
Our board of directors has determined that each member of our audit committee is “independent” as such term is defined in Rule 10A-3(b)(1) under the Exchange Act, which is different from the general test for independence of board and committee members.
As of December 31, 2023, a total of 2,170,457 options to purchase ordinary shares, with a weighted average exercise price of $76.89 per share and 1,476,818 restricted share units were outstanding under the 2019 Plan. As of December 31, 2023, 1,737,003 ordinary shares were available for future issuance under the 2019 Plan.
As of December 31, 2024, a total of 2,059,694 options to purchase ordinary shares, with a weighted average exercise price of $86.11 per share and 2,308,771 restricted share units were outstanding under the 2019 Plan. As of December 31, 2024, 2,489,312 ordinary shares were available for future issuance under the 2019 Plan.
Gali Arnon and Ms. Sharon Steiner of $9,713, $6,694, $3,328, $2,920 and $2,269, respectively. The relevant amounts underlying the equity awards granted to our officers during 2023, will continue to be expensed in our financial statements over a four-year period during the years 2024-2027 on account of the 2023 grants in similar annualized amounts.
Sharon Steiner of $12,888, $8,151, $4,079, $3,740 and $2,736, respectively. The relevant amounts underlying the equity awards granted to our officers during 2024, will continue to be expensed in our financial statements over a four-year period during the years 2025-2028 on account of the 2024 grants in similar annualized amounts.
Such welcome grant will vest on a quarterly basis over a period of one year.
Such welcome grant will vest on a quarterly basis over a period of one year. The commencement of the vesting shall begin on the election or appointment day.
Gutler is a former Managing Director and Partner of Bankers Trust Company, which is currently part of Deutsche Bank. Mr. Gutler currently serves on the board of directors of Wix.com Ltd., CyberArk Software Ltd., Walkme Ltd. and several private companies. Mr. Gutler holds a B.A. and an M.B.A. from the Hebrew University of Jerusalem.
Gutler served as the Chairperson of G.J.E. 121 Promoting Investments Ltd., a real estate company. Mr. Gutler is a former Managing Director and Partner of Bankers Trust Company, which is currently part of Deutsche Bank. Mr. Gutler currently serves on the board of directors of Wix.com Ltd., CyberArk Software Ltd. and several private companies. Mr.
Eligible employees become participants in the ESPP by enrolling and authorizing payroll deductions by the deadline established by the plan administrator prior to the relevant offering date. Employee payroll deductions will be used to purchase shares on the last day of each purchase period (or such other date as set forth in the offering document).
Employee payroll deductions will be used to purchase shares on the last day of each purchase period (or such other date as set forth in the offering document). The plan administrator may amend, suspend or terminate the ESPP at any time.
The compensation committee of our board of directors is the administrator of the ESPP and has the authority to interpret the terms of the ESPP and determine eligibility of participants in accordance with the terms of the ESPP and applicable law.
The compensation committee of our board of directors is the administrator of the ESPP and has the authority to interpret the terms of the ESPP and determine eligibility of participants in accordance with the terms of the ESPP and applicable law. 71 Eligible employees become participants in the ESPP by enrolling and authorizing payroll deductions by the deadline established by the plan administrator prior to the relevant offering date.
Ms. Steiner holds a B.A. from Haifa University in Israel. Directors Adam Fisher has served as a member of our board of directors since January 2011. Since 2007, Mr. Fisher has served as a Partner at Bessemer Venture Partners, a venture capital firm, and he is the founder of the firm’s investment practice in Tel Aviv, Israel.
Fisher has served as a Partner at Bessemer Venture Partners, a venture capital firm, and he is the founder of the firm’s investment practice in Tel Aviv, Israel. From 1998 to 2007, Mr. Fisher was a Partner at Jerusalem Venture Partners, a venture capital firm based in Israel. Mr.
Options granted under the 2019 Plan to our employees who are U.S. residents may qualify as “incentive stock options” within the meaning of Section 422 of the Code, or may be non-qualified stock options. 72 Employee Share Purchase Plan In August 2020, we adopted our 2020 Employee Share Purchase Plan, or the ESPP, to enable eligible employees of the company and certain of its designated subsidiaries to use payroll deductions to purchase the company’s ordinary shares and thereby acquire an ownership interest in the Company.
Employee Share Purchase Plan In August 2020, we adopted our 2020 Employee Share Purchase Plan, or the ESPP, to enable eligible employees of the company and certain of its designated subsidiaries to use payroll deductions to purchase the company’s ordinary shares and thereby acquire an ownership interest in the Company.
From May 2002 through February 2013, Mr. Gutler served as the Chairperson of NICE Systems Ltd., a public company specializing in voice recognition, data security and surveillance. Between 2000 and 2011, Mr. Gutler served as the Chairperson of G.J.E. 121 Promoting Investments Ltd., a real estate company. Mr.
Ron Gutler has served as a member of our board of directors since April 2019 and as a Lead Independent Director since May 2021. From May 2002 through February 2013, Mr. Gutler served as the Chairperson of NICE Systems Ltd., a public company specializing in voice recognition, data security and surveillance. Between 2000 and 2011, Mr.
Equity grants to directors who are Israeli residents and qualify for a “102 award” pursuant to Section 102 of the Israeli Income Tax Ordinance [New Version]-1961, as amended, and the regulations promulgated thereunder, shall be classified as 102 Awards (as defined in the 2019 Plan), capital gain track equity (and non-102 qualified grants to directors who are Israeli residents will be classified as 3(9) Awards, as defined in the 2019 Plan); and (iii) General .
The welcome grant and the annual grants will also be subject to the following terms and conditions: (i) Acceleration : The equity awards shall be accelerated in the event of a Merger/Sale (as defined in the 2019 Plan); (ii) Intended Tax Type of Award : Equity grants to directors who are Israeli residents and qualify for a “102 award” pursuant to Section 102 of the Israeli Income Tax Ordinance [New Version]-1961, as amended, and the regulations promulgated thereunder, shall be classified as 102 Awards (as defined in the 2019 Plan), capital gain track equity (and non-102 qualified grants to directors who are Israeli residents will be classified as 3(9) Awards, as defined in the 2019 Plan); and (iii) General : The equity grants shall otherwise be subject to the terms and conditions of the 2019 Plan, or any effective equity plan at that time, and the award agreement in the form generally used by the Company at the time it was executed.
Our non-employee service providers and controlling shareholders 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 may only be granted options under section 3(i) of the Ordinance, which does not provide for similar tax benefits. Options granted under the 2019 Plan to our employees who are U.S. residents may qualify as “incentive stock options” within the meaning of Section 422 of the Code, or may be non-qualified stock options.
These agreements provide for notice periods of varying duration for termination of the agreement by us or by the relevant executive officer, during which time the executive officer will continue to receive base salary and benefits. These agreements also contain customary provisions regarding non-competition, confidentiality of information and assignment of inventions.
Employment agreements with executive officers We have entered into written employment agreements with each of our executive officers. These agreements provide for notice periods of varying duration for termination of the agreement by us or by the relevant executive officer, during which time the executive officer will continue to receive base salary and benefits.
The lead independent director’s responsibilities include, but are not limited to, presiding over all meetings of the board of directors at which the chairperson of the board of directors is not present, including any executive sessions of the independent directors, approving board of directors meeting schedules and agendas, and acting as the liaison between the independent directors and the chief executive officer and chairperson of the board of directors.
The lead independent director’s responsibilities include, but are not limited to, presiding over all meetings of the board of directors at which the chairperson of the board of directors is not present, or may be perceived to be in conflict, including any executive sessions of the independent directors, approving board of directors meeting schedules and agendas, acting as the liaison between the independent directors and the chief executive officer and chairperson of the board of directors, being available for consultation and direct communication with shareholders, as appropriate, ensuring the board of directors focuses on key issues and tasks facing the Company, and presiding over the board of directors’ annual self-assessment process.
However, the enforceability of the non-competition provisions may be limited under applicable law. Share option plans 2011 Share Option Plan The 2011 Plan was adopted by our board of directors on March 31, 2011, amended and restated in April 2013 and further amended on August 14, 2018 and on January 25, 2019.
Share option plans 2011 Share Option Plan The 2011 Plan was adopted by our board of directors on March 31, 2011, amended and restated in April 2013 and further amended on August 14, 2018 and on January 25, 2019. The 2011 Plan provided for the grant of options to our employees, directors, office holders, service providers and consultants.
Jonathan Kolber has served as a member of our board of directors since June 2019. Mr. Kolber currently serves as a Chairman of ION Asset Management and Chairman and CEO of Anfield Ltd., his family owned investment company. From 2007 until 2021, Mr. Kolber served as a General Partner at Viola Growth, a technology growth capital fund.
Kolber currently serves as a Chairman of ION Asset Management and CEO of Anfield Ltd., his personal owned investment company. From 2007 until 2021, Mr. Kolber served as a General Partner at Viola Growth, a technology growth capital fund. Prior to that, he served as Chief Executive Officer of Koor Industries Ltd., an industrial holding company, from 1998 to 2006.
Sharon Steiner, as provided for in our 2023 financial statements (but due during 2024), were $598, $333, $237, $163 and $92, respectively. 70 We recorded equity-based compensation expenses in our financial statements for the year ended December 31, 2023, for options and restricted share units granted to Mr. Micha Kaufman, Mr. Ofer Katz, Ms. Hila Klein, Ms.
We recorded equity-based compensation expenses in our financial statements for the year ended December 31, 2024, for options and restricted share units granted (and restricted share units accounted for the achievement of performance targets for fiscal year 2024, which were only granted in 2025) to Mr. Micha Kaufman, Mr. Ofer Katz, Ms. Hila Klein, Ms. Gali Arnon and Ms.
She holds a PhD in Biomedical Informatics from the Stanford University School of Medicine, an M.Sc. in Bioinformatics from the Weizmann Institute of Science, Israel, and a B.Sc. in Computational Biology from Bar-Ilan University, Israel. Ron Gutler has served as a member of our board of directors since April 2019 and as a Lead Independent Director since May 2021.
Garten was a Research Scientist and Text Mining Lead at the Stanford University School of Medicine. She holds a PhD in Biomedical Informatics from the Stanford University School of Medicine, an M.Sc. in Bioinformatics from the Weizmann Institute of Science, Israel, and a B.Sc. in Computational Biology from Bar-Ilan University, Israel.
Nir Zohar has served as a member of our board of directors since January 2014. Mr. Zohar has served as President of Wix.com Ltd. since 2013 and as Chief Operating Officer of Wix.com Ltd. since 2008. Prior to that, Mr. Zohar served as the Budget and Production Manager of M.B.
Zohar has served as President of Wix.com Ltd. since 2013 and as Chief Operating Officer of Wix.com Ltd. since 2008. Prior to that, Mr. Zohar served as the Budget and Production Manager of M.B. Contact Ltd., a private Israeli event production company, between 2005 and 2007. There are no family relationships among any of our executive officers or directors.
External directors Under the Companies Law, companies incorporated under the laws of the State of Israel that are “public companies,” including companies with shares listed on the New York Stock Exchange, are required to appoint at least two external directors.
At our 2024 annual general meeting, our shareholders voted for the appointment of our chief executive officer, Micha Kaufman, to serve also as our chairperson of the board of directors for a period of three years. 73 External directors Under the Companies Law, companies incorporated under the laws of the State of Israel that are “public companies,” including companies with shares listed on the New York Stock Exchange, are required to appoint at least two external directors.
Gili Iohan has served as a member of our board of directors since April 2019. Ms. Iohan is currently a Partner at ION Crossover Partners, an Israeli based cross-over fund. Ms. Iohan previously served as Chief Financial Officer of Varonis Systems, Inc., responsible for the company’s finance, accounting and back office operations, from 2005 to April 2017.
Gutler holds a B.A. and an M.B.A. from the Hebrew University of Jerusalem. Gili Iohan has served as a member of our board of directors since April 2019. Ms. Iohan is currently a Partner at ION Crossover Partners, an Israeli based cross-over fund. Ms.
From 1998 to 2007, Mr. Fisher was a Partner at Jerusalem Venture Partners, a venture capital firm based in Israel. Mr. Fisher currently serves as a member of the board of directors of several Bessemer Venture Partners portfolio companies and previously served on the board of directors of Wix.com Ltd. from 2007 to 2016. Mr.
Fisher currently serves as a member of the board of directors of several Bessemer Venture Partners portfolio companies and previously served on the board of directors of Wix.com Ltd. from 2007 to 2016. Mr. Fisher holds a B.S.F.S. from Georgetown University. Yael Garten has served as a member of our board of directors since October 2023.
Compensation expenses recorded in 2023 of $311 in salary expenses and $114 in social benefits costs. Ms. Sharon Steiner, Chief Human Resources Officer. Compensation expenses recorded in 2023 of $267 in salary expenses and $92 in social benefits costs.
Compensation expenses recorded in 2024 of $386 in salary expenses and $134 in social benefits costs. Ms. Gali Arnon, Chief Business Officer, marketplace. Compensation expenses recorded in 2024 of $341 in salary expenses and $145 in social benefits costs. Ms. Sharon Steiner, Chief Human Resources Officer.
In the event that the chief executive officer also serves as a member of the board of directors, his or her compensation terms as chief executive officer will be approved in accordance with the rules applicable to approval of compensation of directors. 69 Compensation of our office holders The aggregate compensation paid by us and our subsidiaries to our executive officers and directors, including share-based compensation, for the year ended December 31, 2023, was approximately $29.6 million.
In the event that the chief executive officer also serves as a member of the board of directors, his or her compensation terms as chief executive officer will be approved in accordance with the rules applicable to approval of compensation of directors.
Klein holds a BS.c in Industrial Engineering from the Technion — Israel Institute of Technology. Gali Arnon has served as our Chief Business Officer since November 2023. Prior to that she was our Chief Marketing Officer since October 2017. Prior to joining us, Ms.
Klein holds a BS.c in Industrial Engineering from the Technion — Israel Institute of Technology. Matti Yahav has served as our Chief Marketing Officer since November 2023. Mr. Yahav brings with him over 20 years of marketing experience to Fiverr. Prior to joining Fiverr, Mr. Yahav was the Chief Commercial Officer at HoneyBook between June 2022 and October 2023.
She serves on the Levi Strauss & Co. board of directors since 2020 and is a member of its audit committee and nominating, governance and corporate citizenship committee. Dr. Garten was the AI/ML Director of Data Science and Engineering at Apple from 2017 to 2023.
She brings extensive experience in data science, machine learning, and converting data into actionable product and business strategy. She serves on the Levi Strauss & Co. board of directors since 2020 and is a member of its audit committee and nominating, governance and corporate citizenship committee. Dr.
U.S. dollar amounts indicated for compensation of our Covered Executives are in thousands of dollars. Mr. Micha Kaufman, Co-Founder, Chief Executive Officer and Chairperson of the Board. Compensation expenses recorded in 2023 of $500 in salary expenses and $115 in social benefits costs. Mr. Ofer Katz, President and Chief Financial Officer.
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 in thousands of dollars. Mr. Micha Kaufman, Founder, Chief Executive Officer and Chairperson of the Board.
In addition, a shareholder has a general duty to refrain from discriminating against other shareholders. Certain shareholders also have a duty of fairness toward the company.
Certain shareholders also have a duty of fairness toward the company.
Prior to that, she was a Partner for six years at Nextage Ltd., a financial services advisory firm. Ms. Iohan currently serves on the board of directors of Varonis Systems, Inc., Monday.com Ltd. and Similarweb Ltd. Ms. Iohan holds a B.A. and an M.B.A. from Tel Aviv University in Israel.
Iohan currently serves on the board of directors of Varonis Systems, Inc., Monday.com Ltd. and Cato Networks Ltd. Ms. Iohan holds a B.A. and an M.B.A. from Tel Aviv University in Israel. Jonathan Kolber has served as a member of our board of directors since June 2019. Mr.
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. 77 If a company that initially offers its securities to the public, like us, adopts a compensation policy in advance of its initial public offering, and describes it in its prospectus for such offering, as we did, then such compensation policy shall be deemed a validly adopted policy in accordance with the Companies Law requirements described above.
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.
Our compensation committee consists of Ron Gutler, Gili Iohan and Nir Zohar. Mr. Gutler serves as chairperson of the compensation committee.
As required by the Companies Law, the compensation policy is required to be re-approved at least once in every three years. Nominating, and ESG committee Our nominating and ESG committee consists of Ron Gutler, Gili Iohan and Nir Zohar. Mr. Gutler serves as chairperson of the nominating and ESG committee.
Compensation expenses recorded in 2023 of $368 in salary expenses and $98 in social benefits costs. Ms. Hila Klein, Chief Operating Officer. Compensation expenses recorded in 2023 of $350 in salary expenses and $118 in social benefits costs. Ms. Gali Arnon, Chief Business Officer, Marketplace.
Compensation expenses recorded in 2024 of $500 in salary expenses and $127 in social benefits costs. Mr. Ofer Katz, President and Chief Financial Officer. Compensation expenses recorded in 2024 of $440 in salary expenses and $116 in social benefits costs. Ms. Hila Klein, Chief Operating Officer.
This amount includes $0.78 million of amounts set aside or accrued to provide pension, severance, retirement or similar benefits or expenses, but does not include business travel, relocation, professional and business association dues and expenses reimbursed to office holders.
This amount includes $1.09 million of amounts set aside or accrued to provide pension, severance, retirement or similar benefits or expenses, but does not include business travel, relocation, professional and business association dues and expenses reimbursed to office holders. 68 During the year ended December 31, 2024, our directors and officers were granted 749,221 restricted share units (not including 160,994 restricted share units granted for the achievement of performance targets for fiscal year 2024, which were only granted in 2025, but for which we recorded share-based compensation for the year ended December 31, 2024) under our 2019 Share Incentive Plan, or the 2019 Plan.
Prior to that, he served as Chief Executive Officer of Koor Industries Ltd., an industrial holding company, from 1998 to 2006. Mr. Kolber also currently serves as a member of the board of directors of Viola Growth portfolio companies and several other private companies. Mr. Kolber holds a B.A. from Harvard University.
Mr. Kolber also currently serves as a member of the board of directors of several private companies and charitable organizations. Mr. Kolber holds a B.A. from Harvard University. Nir Zohar has served as a member of our board of directors since January 2014. Mr.
The following is a summary of the salary expenses and social benefit costs of our five most highly compensated executive officers in 2023, or the Covered Executives. All amounts reported reflect the cost to the Company as recognized in our financial statements for the year ended December 31, 2023.
In addition, our executive officers are also eligible to participate from time to time (at their discretion) in our employee share purchase plan, in accordance with the terms and limitations of the plan. The following is a summary of the salary expenses and social benefit costs of our five most highly compensated executive officers in 2024, or the Covered Executives.
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Arnon served as Chief Executive Officer of Brightcom Group Ltd, a digital marketing and publicly traded company in India, from 2015 to 2017. Between 2014 and 2015, Ms. Arnon was Senior Vice President of Marketing and Operations at SimilarWeb Ltd., a web analytics company.
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Between January 2015 and May 2022, Mr. Yahav spent over seven years on the Global Management Team at SodaStream Ltd. (acquired by Pepsi), five of which were as CMO. Before that, he held multiple marketing roles at Nestle, between January 2008 to June 2014. Mr.
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Prior to that, she served in multiple vice president roles at 888 Holdings Plc, an online gaming platform and publicly traded company in London, from 2009 to 2014. Ms. Arnon holds a B.A. and M.B.A. from Tel Aviv University in Israel. Matti Yahav has served as our Chief Marketing Officer since November 2023.
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Yahav holds a Bachelor of Arts in Economics and Business from The Academic College of Tel-Aviv, Yaffo and master’s degree in business administration from Tel-Aviv University in Israel. Sharon Steiner has served as our Chief Human Resources Officer since January 2020. Ms.
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Matti brings with him over 20 years of marketing experience to Fiverr. He has worked with some of the world’s most recognizable brands, including Lego, Disney, Nestle, and SodaStream. During his time at SodaStream (NASDAQ: PEP), Matti spent over seven years on the Global Management Team, five of which were as CMO.
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Yossi Levin has served as our Chief Technology Officer since February 2025. Prior to joining us, Mr. Levin served as the Global Head of Engineering at NICE Actimize between February 2018 and January 2025, responsible for driving the organization’s research, development and innovation. Prior to that, Mr.
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Fisher holds a B.S.F.S. from Georgetown University. Yael Garten has served as a member of our board of directors since October 2023. She brings extensive experience in data science, machine learning, and converting data into actionable product and business strategy.
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Levin was the Vice President of Engineering and Platform for LivePerson between June 2011 and January 2018. Before that Mr. Levin held multiple Engineering leadership roles in Amdocs. Mr. Levin holds a Bachelor of Arts in Computer Science from The Academic College of Tel-Aviv, Yaffo and Master’s degree in Business Administration from the Technion.
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During the year ended December 31, 2023, our directors and officers were granted options to purchase an aggregate of 315,660 ordinary shares, at a weighted average exercise price of $36.77 per share, and 357,268 restricted share units under our 2019 Share Incentive Plan, or the 2019 Plan.

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