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What changed in KALTURA INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of KALTURA INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+662 added−535 removedSource: 10-K (2026-03-16) vs 10-K (2025-02-20)

Top changes in KALTURA INC's 2025 10-K

662 paragraphs added · 535 removed · 304 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

36 edited+257 added−158 removed7 unchanged
Biggest change(9) 1 Gartner® Market Guide for Meeting Solutions, By Christopher Trueman, Lacy Lei, Adam Prese, 28 January, 2025 2 Gartner® Magic Quadrant™ for Event Technology Platforms, Christy Ferguson et al., 18 March 2024, and Gartner®, Critical Capabilities for Event Technology Platforms, Christy Ferguson et al., 20 March 2024 3 Gartner's Magic Quadrant and Critical Capabilities references are provided for historical purposes only and do not reflect current market recognition 4 Gartner® Magic Quadrant™ for Event Technology Platforms, Christy Ferguson et al., 18 March 2024 5 Gartner®, Critical Capabilities for Event Technology Platforms, Christy Ferguson et al., 20 March 2024 6 Gartner®, Competitive Landscape: Video Platform Services, Amol Nerlekar, 18 December 2024 7 Gartner®, Market Guide for Event Technology Platforms, Christy Ferguson et al., 5 June 2023 (This research has already archived) 8 Gartner®, Market Guide for Meeting Solutions, Tapan Upmanyu et al., 21 November 2023 (This research has already archived) 9 Gartner®, Market Finder and Use Case Guide for Meetings and Virtual Events, Christopher Trueman et al., 16 August 2023 10 Table of Contents In 2021, we were recognized as a Visionary in the 2021 Gartner® Magic Quadrant™ for Meeting Solutions, (10) and we ranked 4 th in the ‘External Presentation’ (4.44/5) Use Case, and 5 th in the ‘Learning and Training’ (4.32/5), and ‘Webinar’ (4.16/5) Use Cases in the Gartner 2021 Critical Capabilities for Meeting Solutions Report.
Biggest changeFor more information, read about Forrester’s objectivity at https://www.forrester.com/about-us/objectivity 1 Gartner® Market Guide for Meeting Solutions, By Christopher Trueman, Lacy Lei, Adam Prese, January 28, 2025. 2 Gartner® Magic Quadrant™ for Event Technology Platforms, Christy Ferguson et al, March 18, 2024 (This research has already archived). 3 Gartner®, Critical Capabilities for Event Technology Platforms, Christy Ferguson et al, March 20, 2024 (This research has already archived). 4 Gartner®, Competitive Landscape: Video Platform Services, Amol Nerlekar, December 18, 2024. 5 Gartner®, Market Guide for Event Technology Platforms, Christy Ferguson et al, June 5, 2023 (This research has already archived). 6 Gartner®, Market Guide for Meeting Solutions, Tapan Upmanyu et al, November 21, 2023 (This research has already archived). 7 Gartner®, Market Finder and Use Case Guide for Meetings and Virtual Events, Christopher Trueman et al, August 16, 2023 (This research has already archived). 8 Gartner®, Magic Quadrant for Meeting Solutions, Mike Fasciani et al, October 7, 2021 (This research has already archived). 9 Gartner®, Critical Capabilities for Meeting Solutions,Tom Eagle et al, October 7, 2021. 10 Gartner®, Market Guide for Enterprise Video Content Management, Stephen Emmott et al, September 28, 2020 (This research has already archived). 11 Gartner®, Magic Quadrant™ for Enterprise Video Content Management, Stephen Emmott et al, November 28, 2018 (This research has already archived ). 12 Gartner®, Critical Capabilities for Enterprise Video Content Management, Stephen Emmott et al,March 29, 2019 (This research has already archived). 13 Gartner®, Market Guide for Video Platform Services, Amol Nerlekar et al, March 19, 2025. 16 Table of Contents Customers and Industries As of December 31, 2025, we served over 800 customers, including many of the world’s leading organizations across a broad range of industries, such as technology, higher education and K–12 education, regulated industries (including banking, government, healthcare, and life sciences), professional and commercial services, and media and telecommunications.
The issued U.S. patents are expected to expire between 2025 and 2035. We have registered certain of our domain names, trademarks and service marks in the United States and in certain locations outside the United States. As part of our brand protection strategy, we filed trademark registrations in the United States and in some other jurisdictions.
The issued U.S. patents are expected to expire between 2026 and 2035. We have registered certain of our domain names, trademarks and service marks in the United States and in certain locations outside the United States. As part of our brand protection strategy, we filed trademark registrations in the United States and in some other jurisdictions.
As of December 31, 2024, we owned five registered trademarks in the United States and nine registered trademarks in foreign jurisdictions, including the European Union and Brazil, that we consider material to the marketing of our products, including the “Kaltura” name and logo.
As of December 31, 2025, we owned five registered trademarks in the United States and nine registered trademarks in foreign jurisdictions, including the European Union and Brazil, that we consider material to the marketing of our products, including the “Kaltura” name and logo.
Sales and Marketing We market and sell our offerings primarily to medium to large enterprises, across a diverse array of industries including technology, education, regulated industries, professional and commercial services, and media & telecommunications.
Sales and Marketing We market and sell our offerings primarily to medium and large enterprises across a diverse range of industries, including technology, education, regulated industries, professional and commercial services, and media and telecommunications.
(12) We have been included in Gartner research reports on this since 2013, where we were listed as a Leader for 5 consecutive times in the Magic Quadrant for Enterprise Video Content Management report (13) and ranked highest score in all 4 Use Cases in the last-published Critical Capabilities for Enterprise Video Content Management report.
(3) We have been included in Gartner® research reports for Enterprise Video Content Management since 2013, where we were listed as a Leader for 5 consecutive times in the Magic Quadrant for Enterprise Video Content Management report (4) and ranked highest score in all 4 Use Cases in the last-published Critical Capabilities for Enterprise Video Content Management report.
The information found on our website is not part of this or any other report we file with, or furnish to, the SEC.
The information found on our website is not part of this or any other report we file with, or furnish to, the SEC. 33 Table of Contents
We serve 27 of the U.S. Fortune 100, and more than 50% of the top U.S. research universities (R1 Research Institutions). Additionally, our solutions power major global TV initiatives. Most of our customers leverage several Kaltura products for a range of use cases across their organization.
We serve 30 of the U.S. Fortune 100, and more than 40% of the US R1 universities. Additionally, our solutions power major global TV initiatives. Most of our customers leverage several Kaltura products for a range of use cases across their organization.
Our platform and products engage millions of end-users at home, at work, and at school, boosting both customer and employee experiences, including marketing, sales, and customer success; teaching, learning, training and certification; communication and collaboration; and entertainment, and monetization.
Our platform and products engage millions of end users at home, at work, and at school, supporting rich media experiences across marketing, sales, and customer success; teaching, learning, training, and certification; communication and collaboration; and entertainment and monetization.
(6) In 2023, we were recognized in Gartner 2023 Market Guide for Event Technology Platforms, (7) the 2023 Gartner Market Guide for Meeting Solutions, (8) and the Market Finder and Use Case Guide for Meetings and Virtual Events.
(8) In 2023, Kaltura was recognized in Gartner® 2023 Market Guide for Event Technology Platforms, (9) the 2023 Gartner® Market Guide for Meeting Solutions, (10) and the Gartner® Market Finder and Use Case Guide for Meetings and Virtual Events.
From the onset, our differentiated approach has been to treat video as a data type, not as an application, and accordingly to provide a unified and flexible enterprise-grade API-first platform that enables tightly integrated live, real-time, and on-demand video experiences across business workflows.
From the outset, our differentiated approach has been to treat video and rich media as data types rather than standalone applications. Accordingly, we provide a unified, enterprise-grade, API-first platform that enables tightly integrated live, real-time, and on-demand video and rich media experiences across business workflows.
Our customers are global, spanning 53 countries, and during the year ended December 31, 2024, our technology reached end users in over 200 countries. For the year ended December 31, 2024, approximately 53% of our revenue was generated from customers in the Americas, 38% from customers in EMEA and 9% from customers in APAC.
Customer Profile and Geographic Reach Our customers are global, spanning 53 countries, and during the year ended December 31, 2025, our technology reached end users in over 220 countries. For the year ended December 31, 2025, approximately 56% of our revenue was generated from customers in the Americas, 39% from customers in EMEA and 4% from customers in APAC.
To establish and protect our proprietary rights, we rely on a combination of patent, copyright, trade secret and trademark laws, know-how and continuing innovation, and contractual restrictions such as confidentiality agreements, licenses, and intellectual property assignment agreements. 22 Table of Contents As of December 31, 2024, we owned eight issued U.S. patents and ten non-U.S. patents.
We rely on a combination of patent, copyright, trade secret, and trademark laws, as well as contractual protections, including confidentiality agreements, licenses, and intellectual property assignment agreements, to establish and protect our intellectual property rights. As of December 31, 2025, we owned eleven issued U.S. patents and eighteen non-U.S. patents.
For more information regarding the risks relating to intellectual property, see Part I, Item 1A. “Risk Factors—Risks Related to Information Technology, Intellectual Property and Data Privacy and Security.” Human Capital Resources As of December 31, 2024, we had 563 employees operating across 24 countries and 5 continents.
“Risk Factors—Risks Related to Information Technology, Intellectual Property and Data Privacy and Security". Human Capital Resources As of December 31, 2025, we had 494 employees operating across 20 countries and 5 continents.
We completed our initial public offering of our common stock in July 2021. Our website is www.kaltura.com.
Additional Information Kaltura, Inc. was incorporated as a Delaware corporation in October 2006. We completed our initial public offering of our common stock in July 2021. Our website is www.kaltura.com.
In November 2022, we were recognized as a Notable Vendor in The 2022 Forrester B2B Event Management Technology Landscape. In March 2021, we were also cited as a Strong Performer in The 2021Forrester Wave™: B2B Marketing Events Management Solutions. Customer Recognition We have also received customer recognition.
Earlier recognition by Forrester under this market segment include: • We were recognized as a Contender in The Forrester Wave™: B2B Event Management Technology, Q1 2023. • We were recognized as a Notable Vendor in Forrester’s The B2B Event Management Technology Landscape, Q4 2022. • We were also cited as a Strong Performer in The Forrester Wave™: B2B Marketing Events Management Solutions, Q1 2021.
We also experience increased usage by these customers during periods when school is in session, leading to higher cost of revenue during the first and fourth quarters of the year.
We also experience increased usage by education customers during periods when school is in session, which can lead to higher cost of revenue during the first and fourth quarters of the year. While we serve customers across a broad range of industries, education-related seasonality represents a significant factor in our business.
As we look ahead, we see opportunities to strengthen our valuable existing relationships through additional upsells and cross-sells, to attract new customers to use our existing products and services, and to also continue and grow our product and services portfolio and expand into additional adjacent markets.
As we look ahead, we see opportunities to deepen relationships with existing customers through additional upsell and cross-sell initiatives, attract new customers within our existing markets, expand our product and services portfolio, and selectively pursue adjacent market opportunities.
We distinguish in our financial reporting between revenue and gross profit from Subscription and Professional Services that are attained from customers who use us to address the Entertainment & Monetization use case (“Media & Telecom” reporting segment, or “M&T”), to those that are attained from customers who are using us to address all other use cases (“Enterprise, Education, and Technology” reporting segment, or “EE&T”).
Accordingly, our financial reporting distinguishes between revenue and gross profit from Subscription and Professional Services from customers who use our products and services to address Entertainment & Monetization use cases (for their audiences), reported in our M&T segment, and those that are attained from customers who are using us to address all other use cases (for their customers, employees, and learners), reported in our EE&T segment.
We have not experienced any work stoppages and largely consider our relationship with our employees to be good and mutually beneficial. 23 Table of Contents Seasonality Historically, we have experienced seasonality in bookings and collections from customers within the education market, with a pattern of higher sales and new academic customers in the second and third quarters of the year as a result of school procurement periods, resulting in lower sequential sales and customer growth in other quarters of the year.
Seasonality Historically, we have experienced seasonality in bookings and collections from customers within the education market. This seasonality is driven primarily by school procurement cycles, which typically result in higher sales activity and new academic customers in the second and third quarters of the year, and lower sequential sales and customer growth in other quarters.
Item 1. Business. Overview We, Kaltura, Inc. (“Kaltura,” “we,” “us,” or “our”), are a market-leading provider of live, real-time, and on-demand video offerings for enterprises, with a mission to create and power AI-infused hyper-personalized video experiences that boost customer and employee engagement and success. Video is everywhere.
Item 1. Business. Overview We, Kaltura, Inc. (“Kaltura,” “we,” “us,” or “our”), are a market-leading provider of video and rich media offerings for enterprises. Our mission is to power rich, agentic digital experiences across organizational journeys for customers, employees, learners, and audiences.
We define our “enterprise customers” as customers with more than 5,000 employees and/or that pay us more than $60,000 in annualized recurring revenue (“ARR”).We consider subdivisions of the same legal entity (for example, divisions of a parent company or separate campuses that are part of the same state university system) as well as Value-add Resellers (“VARs”) (meaning resellers that directly manage the relationship with the customer) and the customers they manage, to be a single customer.
We consider subdivisions of the same legal entity, such as divisions of a parent company or separate campuses within a university system, as well as value-added resellers (“VARs”) and the customers they manage, to be a single customer. Enterprise customers represent the substantial majority of our subscription revenue.
We have sold our products to customers of all sizes, selling to large global enterprises as well as more recently to small and medium enterprises (“SMEs”). As of December 31, 2024, our customer base included 290 customers with annualized recurring revenue (“ARR”) greater than $100,000 and 30 customers with ARR greater than $1.0 million.
We have sold our products to customers of all sizes, selling to large global enterprises as well as more recently to small and medium enterprises (“SMEs”). We primarily serve large enterprises and institutions, which represent the substantial majority of our revenue.
These include: Industry Recognition • Gartner’s Market Guide for Meeting Solutions (2025) : (1) Kaltura recognized in this report as a “Representative Vendor” • Gartner’s Magic Quadrant and Gartner’s Critical Capabilities for Event Technology Platforms (2024) : (2) Kaltura recognized in these reports.
Earlier recognition by Gartner® under this market segment include: In 2024, Kaltura was recognized in Gartner® 2024 Magic Quadrant for Event Technology Platforms (7) and Gartner® 2024 Critical Capabilities for Event Technology Platforms.
Our platform is designed to foster deeper engagement and deliver greater business outcomes, whether that means boosting employee knowledge, engagement, collaboration and productivity; driving marketing funnel conversion and successfully attracting and engaging customers and prospects; providing improved customer care; or offering more engaging entertainment experiences that yield greater monetization.
Our platform is designed to foster deeper engagement and deliver measurable business outcomes across organizational journeys, including improving employee productivity and learning outcomes, increasing marketing effectiveness and customer engagement, enhancing customer care, and enabling engaging entertainment experiences that support monetization.
(14) Gartner discontinued publication of this Magic Quadrant for Enterprise Video Content Management report in 2018 and of the correlating Critical Capabilities report in 2019. Past Recognition by Forrester In March 2023, we were recognized as a Contender in The 2023 Forrester Wave™: B2B Event Management Technology.
(5) Gartner® discontinued publication of this Magic Quadrant for Enterprise Video Content Management report in 2018 and of the correlating Critical Capabilities report in 2019. Also in 2025, Kaltura was named a Leader in the IDC MarketScape: Worldwide AI-Enabled Enterprise Video Platform Vendor Assessment.
(11) 2020 and before We were also recognized as a Representative Vendor in the 2020 Gartner Market Guide for Enterprise Video Content Management.
Earlier recognition by Gartner® under this market segment include: In 2024, Kaltura was recognized in Gartner® Competitive Landscape: Video Platform Services. (2). 14 Table of Contents Kaltura was also recognized as a Representative Vendor in the 2020 Gartner® Market Guide for Enterprise Video Content Management.
With the expected continued growth in rich content in organizations, the potential need for content management solutions and advanced digital experiences is expected to grow. Founded in 2006, Kaltura was amongst the first pioneers to recognize the great potential of adding video to enterprise workflows and to offer a system for enterprise video content management and online video publishing.
Founded in 2006, Kaltura was among the pioneers to recognize the potential of integrating video into enterprise workflows and to offer a system for enterprise video content management and online video publishing. Over time, we expanded our platform to support additional experiences, including virtual events and webinars and cloud-based television services.
We generally seek to enter into confidentiality agreements and proprietary rights agreements with our employees and consultants and to control access to, and distribution of, our proprietary information. However, we cannot guarantee that all applicable parties have executed such agreements. Such agreements can also be breached, and we may not have adequate remedies for such breach.
We generally enter into confidentiality and proprietary rights agreements with our employees, consultants, contractors, and business partners, and we seek to limit access to, and disclosure of, our proprietary information.
Our key competitors vary based on market segment: • EVCM & OVP : Microsoft, AWS, and Vimeo • Virtual Events & Webinars : Microsoft, Zoom, and ON24 • Cloud TV Software : Comcast, Synamedia and MediaKind We believe the principal competitive factors in our markets include, but are not limited to: • Breadth, depth, and scale of products, APIs and developer tools; • Ability to support all types of video interactions, including live, real-time, and on-demand, as well as non-video digital assets; • Ability to cater to numerous use-cases with interoperable products and unified analytics; • Ability to provide engaging, interactive, and personalized experiences; • Ability to innovate quickly; • Ease of customization and integration with other products; • Support of various deployment options (including regional and dedicated environments); • Data capabilities, including advanced analytics and Gen AI; • High-availability and global presence; • Enterprise-grade reliability, security, and scalability; • Quality of service and customer satisfaction; • Total cost of ownership and time to value; • Brand recognition; and • Corporate culture.
We believe, however, that our ability to address content creation, content management, experience delivery, and conversational engagement through a unified, modular, and enterprise-grade technology foundation positions us competitively across the markets we serve. 28 Table of Contents Competitive Factors We believe the principal competitive factors across the markets in which we operate include, but are not limited to: • breadth, depth, and scalability of products and systems; • ability to support content creation, content management, and experience delivery within a unified solution; • support for live, real-time, and on-demand video and rich media experiences; • ability to support conversational, interactive, and personalized engagement; • extensibility, customization, and ease of integration with existing systems and workflows; • and depth of APIs, SDKs, and developer tools; • enterprise-grade security, privacy, compliance, and reliability; • flexibility of deployment options, including regional and dedicated environments; • data, analytics, and AI-assisted capabilities; • quality of customer support and professional services; • total cost of ownership and time to value; and • brand recognition, reputation, and track record.
Intellectual property laws, procedures, and restrictions provide only limited protection, and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed, misappropriated or otherwise violated.
Our intellectual property rights may be challenged, invalidated, circumvented, infringed, misappropriated, or otherwise violated. We may be required to bring claims against third parties to protect our intellectual property rights, or third parties may bring claims alleging that we have infringed, misappropriated or violated their intellectual property rights.
We also cater to vertical-specific solutions such as Wealth Management and Patient and Partners Engagement digital experiences. ◦ We serve approximately 24% of the top 50 financial services and insurance institutions, 6 out of the 10 largest pharma and healthcare providers, and various government entities globally. • Professional and Commercial Services ◦ We define professional and commercial services to include industries such as consulting, manufacturing, retail, real estate, and nonprofit organizations.
We believe organizations in regulated industries may increasingly adopt conversational and AI-assisted rich media experiences to support customer onboarding, service interactions, education, and internal workflows, while operating within strict governance and regulatory frameworks. ◦ We serve approximately 14% of the top 50 financial services and insurance institutions, 6 out of the 10 largest pharma and healthcare providers, and various government entities globally (based on market information as of December 31, 2025). 18 Table of Contents • Professional and Commercial Services Organizations ◦ Professional and commercial services organizations, including consulting, manufacturing, retail, real estate, and nonprofit organizations, use Kaltura for internal communications, workforce training, customer engagement, partner enablement, and marketing initiatives.
Information is based on the best available resources. Opinions reflect judgment at the time and are subject to change. For more information, read about Forrester’s objectivity at https://www.forrester.com/about-us/objectivity/.
Forrester does not endorse any company, product, brand, or service included in its research publications and does not advise any person to select the products or services of any company or brand based on the ratings included in such publications. Information is based on the best available resources. Opinions reflect judgment at the time and are subject to change.
We power a large and loyal blue-chip customer base of large, and small and medium enterprises (SMEs), across diverse industries, including 27% of Fortune 100 companies, over 50% of US R1 schools, and top-tier telecommunications companies and media companies.
We serve a large and loyal customer base of large enterprises as well as small and medium enterprises (“SMEs”) across diverse industries, including customers representing approximately 30% of Fortune 100 companies, more than 40% of US R1 universities (in 2025 the Carnegie classification methodology changed which resulted in 41 new institutions added to the list), and leading global telecommunications and media companies.
It has become a driving force for online interactions and engagement, and has revolutionized how we communicate, work, learn, and entertain. For businesses, video sits at the heart of digital transformation, with organizations increasingly embracing video solutions to better engage with customers and employees.
For organizations, rich media increasingly sits at the core of digital transformation initiatives, with businesses adopting media-driven solutions to engage customers, employees, learners, and audiences across a growing range of use cases.
“Risk Factors—Risks Related to Information Technology, Intellectual Property and Data Privacy and Security.” Partner Ecosystem We have established an extensive ecosystem of technology provider and system integrator partners that integrate with our offerings to extend our platform and products’ capabilities.
Partner Ecosystem We have established an extensive ecosystem of technology partners, system integrators, value-added resellers, and service providers that extend the capabilities of our platform and support customer adoption across industries and geographies.
Growth Strategies We intend to drive growth by executing on the following key strategies: • Grow Our Existing Customers : Most of our customers use multiple Kaltura products, and many do so across multiple use-cases and buyers.
Growth Strategies We intend to drive growth by expanding the breadth of our offerings, evolving our go-to-market approaches, and increasing adoption across both existing and new customers.
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Moreover, the recent rise of generative AI enables real-time, automatic production of highly personalized and contextually relevant content, including video and rich media, which we believe would materially boost the creation, consumption, and business impact of video experiences.
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Kaltura's Digital Experience Platform enables organizations to create, manage, and deliver video and rich media experiences that increasingly incorporate agentic artificial intelligence (“AI”) capabilities, including conversational interfaces, workflow automation, and outcome-oriented engagement across digital touchpoints.
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We have since expanded to also power virtual events and webinars and Cloud TV with our Video Experience Cloud. Our Video Experience Cloud includes a platform for enterprise and TV content management and a wide array of Gen AI-infused video-first products, including Video Portals, LMS and CMS Video Extensions, Virtual Events and Webinars, Virtual Classrooms, and TV Streaming Applications.
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We believe this combination of video, rich media and agentic capabilities enables organizations to move beyond static, one-size-fits-all digital experiences toward more personalized, contextual, and interactive agentic digital experiences at scale.
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We believe Kaltura’s platform offering is superior to siloed point solutions, which are not deeply integrated or interoperable, and as such are typically less effective, less efficient, and more costly.
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Video and other forms of rich media - including interactive, data-driven, and conversational media - are central to digital interaction and engagement, transforming how people communicate, work, learn, and consume content.
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During the COVID-19 pandemic, many enterprises and educational institutions rapidly expanded their use of video solutions, fueling accelerated adoption of video solutions. While the enterprise video market saw demand deceleration when pandemic-related restrictions subsequently eased and certain geopolitical and macroeconomic challenges ensued, the demand for high-quality, secure, and flexible video tools remains robust.
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At the same time, advances in generative artificial intelligence (“Gen AI”) are enabling the real-time and automated creation of highly personalized and contextually relevant content, including video and other forms of rich media.
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We believe demand is gradually starting to regrow, along with an even greater need of organizations to converge their numerous disparate video experiences to run more effectively on single horizontal platforms like Kaltura’s.
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We believe the convergence of rich media and AI is increasing the scale, speed, and strategic importance of digital experiences and driving demand for platforms that support more interactive, contextual, and outcome-oriented engagement.
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Furthermore, we believe that recently introduced Gen AI capabilities supercharge the value of video experiences by helping to facilitate real-time, unique, hyper-personalized and hyper-contextualized video-first experiences for every end user.
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Today, Kaltura provides a cloud-based rich media platform designed to help organizations create, manage, and deliver rich media experiences at scale across customer-facing, employee-facing, learner-facing, and audience-facing use cases. Our Digital Experience platform is designed around three core layers: rich media content creation, rich media content management, and rich media experiences.
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We believe this is a groundbreaking revolution in our industry, and that Kaltura is well-positioned to benefit from it in light of the vast video content that we already manage for our customers, our deep integrations into workflows, and our cross-enterprise deployments across a wide range of products, and employee and customer use-cases.
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Together, these layers enable organizations to produce and generate live and on-demand video and other forms of rich media, securely manage content, users, permissions, and metadata across enterprise and media environments, and deliver media-rich experiences across a wide range of internal and external workflows.
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We believe this combination of innovation, operational adaptability, and strong customer relationships will enable us to maintain our leadership in the dynamic video technology market and deliver growing, sustainable value for our shareholders. 5 Table of Contents Market Segments We have expanded throughout the years to operate today in three enterprise video market segments: • Enterprise Video Content Management and Online Video Platforms • Cloud TV Software • Virtual Events and Webinars We believe that we are well-positioned to continue expanding our business in these growing market segments as well as continue to effectively penetrate new ones and are continually exploring new ways to innovate our business. • Enterprise Video Content Management (EVCM) and Online Video Platforms (OVP) ◦ The EVCM and OVP market segment is comprised of video-first solutions designed to enable organizations to capture, create, manage, analyze, edit, optimize, distribute, publish, monetize, and engage with on-demand and live video streaming, at scale. ◦ Key Projected Growth Drivers: ▪ The advent of mobile devices and cloud-based services, increased bandwidth capacity, a shift towards remote work and learning, and a demographic shift to generations that favor video over other data types are expected to increase content creation and consumption. ▪ Gen AI-infused experiences are expected to boost content creation, consumption, and impact, and to increasingly replace labor-intensive production services. • Cloud TV Software ◦ The Cloud TV Software market segment is comprised of solutions that power large scale, cloud-based over-the-top (OTT) television streaming services across devices (set-top-boxes, smart TVs, and connected devices) and monetization schemas (subscription, transaction, and advertising-based).
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The platform increasingly incorporates agentic AI-driven capabilities designed to enable more interactive, contextual, and goal-oriented experiences, while maintaining enterprise-grade security, privacy, and governance. In addition, through our recent acquisition of eSelf AI, we expanded our content creation and experience capabilities to include AI-generated video and avatar-based interactions.
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This includes both a backend platform for content and user management, and front-end applications for end-user engagement. ◦ Key Projected Growth Drivers: ▪ Customer migration from legacy IPTV systems to OTT, and from on-premises to cloud, is expected to continue. ▪ Gen AI-infused content curation and end-user TV experiences are expected to improve cost efficiencies and to boost engagement and monetization. • Virtual Events and Webinars ◦ The Virtual Events and Webinars market segment is comprised of both synchronous and asynchronous video-first solutions that are used to host virtual and hybrid events and webinars at varying scales, from small group meetings to large multi-day conferences. ◦ Key Projected Growth Drivers: ▪ Events have increasingly become full or partial virtual experiences, in order to expand reach, reduce costs and increase sustainability, and to increase engagement before, during, and after the events. ▪ Gen AI-infused experiences are expected to reduce event production costs and to drive adoption, engagement, impact, and return on investment. 6 Table of Contents Use Cases Our platform and products support millions of end users worldwide at home, work, and school, through our enterprise customers who rely on Kaltura to power a broad range of use cases, spanning across both customer and employee experiences.
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These capabilities enhance our rich media content creation layer through tools for generating video and avatar-based content and extend our experience layer with conversational, role-based interfaces designed to automate and augment interactions across select customer- and employee-facing use cases.
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Main use cases include: • Marketing, Sales and Customer Success: including, for example, live webinar programs for lead generation, large-scale virtual or hybrid events, video publishing in websites and social media, customer video portal, and personalized video messaging. • Teaching, Learning, Training and Certification: including, for example, lecture capture, virtual classrooms, online learning and training libraries and portals for onboarding, training, compliance programs, micro-learning, and certification pathways. • Communication and Collaboration: including, for example, intranet knowledge sharing portals and content hubs, social enterprise platforms, virtual events, and employee town halls. • Entertainment and Monetization: including, for example, live and on-demand Cloud TV services (SVOD, TVOD, and AVOD), live broadcasting, content syndication and publishing, and user-generated content portals.
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Since the acquisition, we have focused on integrating these capabilities into our platform in a manner consistent with enterprise requirements for security, compliance, and responsible AI use.
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Key Market Trends The nature of video experiences has transformed in recent years. Several major trends have played a role in this evolution: • Shift to Remote Work and Education: Organizations worldwide continue to adopt remote and hybrid work and learning arrangements, relying heavily on video to create comprehensive digital experiences at scale.
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We believe this approach has become increasingly important in the age of artificial intelligence, as it positions customers to be “AI-ready” by making their rich media libraries, metadata, and engagement data accessible for analysis, automation, and value extraction across AI-assisted and agentic use cases. 5 Table of Contents We believe platform-based approaches such as ours are superior to siloed point solutions that lack deep integration and interoperability and are often less effective, less efficient, and more costly.
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The need for high-quality remote and hybrid solutions has further increased as businesses reduce travel budgets and seek to lower their carbon footprint and further adapt to the remote experiences culture of their audiences.
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We believe the enterprise video and rich media market is entering a new phase of evolution driven by advances in Gen AI. These advances enable organizations to produce significantly more content, tailor experiences to individual users and contexts, and increasingly automate interactions at scale.
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As a result, we have observed a growing demand for integrated video workflows, analytics, and engagement tools that can accommodate diverse use cases from employee collaboration and corporate training, to academic instruction and online events. • Events are No Longer just In-Person : Marketers and event organizers are increasingly incorporating virtual and hybrid formats into their engagement strategies.
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As a result, we believe organizations are seeking platforms that can unify content creation, management, and delivery with guided, conversational, and outcome-oriented engagement, supported by deeper insights into user behavior, context, and intent.
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Video remains at the core of these experiences, and we experience a corresponding rise in demand for detailed engagement analytics and hyper-personalized content.
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We believe this combination of continued innovation, platform extensibility, and strong customer relationships positions us to maintain leadership in the evolving video and rich media market and deliver long-term value for our shareholders.
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As organizations seek to connect with audiences both on-site and remotely, comprehensive virtual event solutions that provide high-quality interactivity and robust performance metrics become increasingly essential. • Growing Importance of Employer Branding : Companies are intensifying their focus on employer branding, both externally to customers and prospects, and internally to recruit and retain talent.
Added
Market Segments We operate in four enterprise software market segments that address the creation, management, and delivery of video and rich media experiences across customer-facing, employee-facing, learner-facing, and audience-facing use cases. Over time, our offerings have expanded beyond core enterprise video use cases to support a broader range of rich media, AI-assisted, and conversational engagement needs.
Removed
This convergence of external marketing and internal communications requires the same level of production quality and user experience for all audiences.
Added
We currently operate in the following commercial market segments: Enterprise Video and Rich Media Content Creation and Management Systems This market segment includes systems designed to enable organizations to create, generate, manage, analyze, distribute, publish, and engage with live, real-time, and on-demand video and other forms of rich media at scale.
Removed
As a result, video-based solutions for communications and branding must be flexible, scalable, and consistent in look and feel across different channels. • Focus on First Party Data : With increasing privacy regulations and evolving consumer expectations, we believe that first-party data has and will increasingly become a strategic asset.
Added
These systems are built to support enterprise-grade requirements for security, compliance, governance, scalability, and deep integration with business workflows and systems. Offerings in this segment typically include rich media content creation tools, AI-assisted and AI-generated content capabilities, content enrichment and repurposing, centralized content management, publishing, analytics, and content lifecycle management.
Removed
Organizations are investing in platforms such as video experience platforms that help them gather and leverage their own user data rather than relying on third-party sources.
Added
These systems increasingly incorporate AI-driven capabilities to automate and enhance content creation, localization, accessibility, personalization, and engagement, while supporting secure operations across distributed teams and environments. • Key projected growth drivers include: ▪ continued growth in video and rich media content creation and consumption across enterprises and institutions; ▪ increasing demand for cost-effective, AI-assisted and AI-generated content creation, repurposing, localization, and personalization at scale; ▪ the need for centralized management, governance, and analytics as content volumes, formats, and distribution channels expand; ▪ demand for deeper integration of rich media content into enterprise workflows, applications, and data systems; ▪ hybrid and distributed work models driving sustained demand for video-first internal communications, training, onboarding, and executive messaging across global teams; ▪ expansion of regulated and compliance-sensitive use cases (e.g., financial services, healthcare, government, education) requiring secure, auditable, and policy-driven rich media workflows; and ▪ rising importance of employee experience, learning, and knowledge retention, increasing adoption of video-based learning management, skills enablement, and institutional knowledge capture.
Removed
These capabilities are built to enable deeper audience insights, more effective personalization, and stronger control over compliance and data governance, and better control the organization's secured environments and resources. 7 Table of Contents • Increased Demand for Vendor Consolidation : Many businesses are seeking to streamline operations and maximize value by consolidating their technology vendors.
Added
We believe this market segment serves both large enterprise deployments and more targeted departmental and self-service adoption models, particularly for content creation, publishing, and engagement use cases. 6 Table of Contents Conversation Automation and Agentic Engagement Solutions This market segment includes solutions designed to automate, augment, and personalize digital interactions through conversational experiences - including text-based, voice-based, and video-based - across customer-facing, employee-facing, learner-facing, and audience-facing use cases.
Removed
While cost savings remain an important motivator, organizations are also focused on improving overall efficiency, performance, and agility. Companies increasingly look for comprehensive platforms that address multiple digital transformation needs, such as webinars, virtual events, corporate communications, and live streaming, within a single ecosystem.
Added
Video-based conversation automation is based on agentic avatars that possess users’ screen and camera comprehension and that generate multimodal interactive rich-media content (video, images, audio, and text) throughout the conversation to guide users through information discovery, learning, support, and decision-making processes.
Removed
This approach is intended to reduce complexity, simplify vendor management, and support more cohesive long-term digital strategies. • Generative Artificial Intelligence on the Rise : The emergence of generative AI has opened new avenues for automating workflows, increasing productivity, and lowering costs across industries and departments.
Added
Solutions in this segment leverage AI-driven and agentic capabilities to support role-based, goal-oriented interactions and are increasingly integrated with content creation and management platforms, enterprise data systems, and engagement analytics.
Removed
Real-time, automated production of highly personalized, contextually relevant video and other rich media has the potential to substantially boost both the creation and consumption of video experiences. As organizations are expected to produce more rich content, we anticipate growing demand for robust content management solutions and advanced digital experiences.
Added
These offerings may operate with or without visual avatars and may support standalone conversational experiences or be embedded within broader digital journeys. • Key projected growth drivers include: ▪ increasing demand for personalized, conversational digital engagement across marketing, sales, service, learning, and internal operations; ▪ advances in Gen AI and conversational technologies that enable richer interactions at lower marginal cost; ▪ the need to improve efficiency and reduce operational costs by automating repetitive or high-volume interactions; ▪ the emergence of conversational, generative user interfaces (“GenUI”) that combine rich media content, analytics, and journey-level insight to enable more adaptive and context-aware engagement; ▪ rising expectations for always-on, real-time engagement, driving adoption of conversational agents that can operate continuously across languages, time zones, channels, and user contexts; ▪ growing complexity of digital products, services, and policies, increasing demand for guided, conversational experiences that reduce cognitive load and shorten time-to-value for users; ▪ proliferation of multimodal interaction interfaces (voice, video, screen sharing, co-browsing), expanding the applicability of conversation automation beyond text-centric chatbots; and proliferation of multimodal interaction interfaces (voice, video, screen sharing, co-browsing), expanding the applicability of conversation automation beyond text-centric chatbots; and ▪ enterprise adoption of agentic systems capable of task execution not just response generation, enabling conversational agents to initiate actions, orchestrate workflows, and complete end-to-end processes We believe this market segment spans both enterprise and mid-market customers and supports adoption models, ranging from enterprise-led deployments to product-led and developer-led implementations.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

165 edited+55 added−52 removed492 unchanged
Biggest changeOur Certificate of Incorporation, to the fullest extent permitted from time to time by Delaware law, renounces any interest or expectancy that we otherwise would have in, and all rights to be offered an opportunity to participate in, any business opportunity that from time to time may be presented to any director or stockholder who is not employed by us or our subsidiaries (each such person, an “exempt person”).
Biggest changeOur Certificate of Incorporation, to the fullest extent permitted from time to time by Delaware law, renounces any interest or expectancy that we otherwise would have in, and all rights to be offered an opportunity to participate in, any business opportunity that from time to time may be presented to any director or stockholder who is not employed by us or our subsidiaries (each such person, an “exempt person”). 76 Table of Contents In addition, to the fullest extent permitted by law, if an exempt person acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself or himself or its or his affiliates or for us or our subsidiaries, such exempt person will have no duty to communicate or offer such transaction or business opportunity to us or any of our subsidiaries and such exempt person may take any such opportunity for themselves or offer it to another person or entity.
Furthermore, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain. We may be unable to prevent third parties from acquiring domain names or trademarks that are similar to, infringe upon, dilute, or diminish the value of our trademarks and other proprietary rights.
Furthermore, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain. We may be unable to prevent third parties from acquiring domain names or trademarks that are similar to, infringe upon, dilute, or diminish the value of our domain names, trademarks and other proprietary rights.
In addition, even if we are able to consummate acquisitions and enter into other strategic transactions and relationships, these transactions and relationships involve a number of financial, accounting, managerial, operational, legal, compliance and other risks and challenges, including the following, any of which could negatively affect our growth rate and the trading price of our common stock, and may have a material adverse effect on our business, financial condition and results of operations: • Any business, technology, product, or solution that we acquire or invest in could under-perform relative to our expectations and the price that we paid or not perform in accordance with our anticipated timetable, including if customers do not adopt related offerings at the rate we project, or we could fail to operate or integrate any such business or deploy any such technology, product, or solution profitably. • We may incur or assume significant debt in connection with our acquisitions and other strategic transactions and relationships, which could also cause a deterioration of our credit ratings, result in increased borrowing costs and interest expense and diminish our future access to the capital markets. • Acquisitions and other strategic transactions and relationships could cause our financial results to differ from our own or the investment community’s expectations in any given period, or over the long-term. • Pre-closing and post-closing earnings charges could adversely impact operating results in any given period, and the impact may be substantially different from period to period. • Acquisitions and other strategic transactions and relationships could create demands on our management, operational resources, and financial and internal control systems that we are unable to effectively address. • We could experience difficulty in integrating personnel, operations and financial and other controls and systems and retaining key employees and customers. • We may be unable to achieve cost savings or other synergies anticipated in connection with an acquisition or other strategic transaction or relationship. • We may assume unknown liabilities, known contingent liabilities that become realized, known liabilities that prove greater than anticipated, internal control deficiencies or exposure to regulatory sanctions resulting from the acquired company’s or investee’s activities and the realization of any of these liabilities or deficiencies may increase our expenses, adversely affect our financial position and/or cause us to fail to meet our public financial reporting obligations. • In connection with acquisitions and other strategic transactions and relationships, we often enter into post-closing financial arrangements such as purchase price adjustments, earn-out obligations, and indemnification obligations, which may have unpredictable financial results. • As a result of our acquisitions, we have recorded significant goodwill and other assets on our balance sheet and if we are not able to realize the value of these assets, or if the fair value of our investments declines, we may be required to incur impairment charges. • We may have interests that diverge from those of our strategic partners and we may not be able to direct the management and operations of the strategic relationship in the manner we believe is most appropriate, exposing us to additional risk. 42 Table of Contents • Investing in or making loans to early-stage companies often entails a high degree of risk, and we may not achieve the strategic, technological, financial or commercial benefits we anticipate; we may lose our investment or fail to recoup our loan; or our investment may be illiquid for a greater-than-expected period of time.
In addition, even if we are able to consummate acquisitions and enter into other strategic transactions and relationships, these transactions and relationships involve a number of financial, accounting, managerial, operational, legal, compliance and other risks and challenges, including the following, any of which could negatively affect our growth rate and the trading price of our common stock, and may have a material adverse effect on our business, financial condition and results of operations: • Any business, technology, product, or solution that we acquire or invest in could under-perform relative to our expectations and the price that we paid or not perform in accordance with our anticipated timetable, including if customers do not adopt related offerings at the rate we project, or we could fail to operate or integrate any such business or deploy any such technology, product, or solution profitably. 51 Table of Contents • We may incur or assume significant debt in connection with our acquisitions and other strategic transactions and relationships, which could also cause a deterioration of our credit ratings, result in increased borrowing costs and interest expense and diminish our future access to the capital markets. • Acquisitions and other strategic transactions and relationships could cause our financial results to differ from our own or the investment community’s expectations in any given period, or over the long-term. • Pre-closing and post-closing earnings charges could adversely impact operating results in any given period, and the impact may be substantially different from period to period. • Acquisitions and other strategic transactions and relationships could create demands on our management, operational resources, and financial and internal control systems that we are unable to effectively address. • We could experience difficulty in integrating personnel, operations and financial and other controls and systems and retaining key employees and customers. • We may be unable to achieve cost savings or other synergies anticipated in connection with an acquisition or other strategic transaction or relationship. • We may assume unknown liabilities, known contingent liabilities that become realized, known liabilities that prove greater than anticipated, internal control deficiencies or exposure to regulatory sanctions resulting from the acquired company’s or investee’s activities and the realization of any of these liabilities or deficiencies may increase our expenses, adversely affect our financial position and/or cause us to fail to meet our public financial reporting obligations. • In connection with acquisitions and other strategic transactions and relationships, we often enter into post-closing financial arrangements such as purchase price adjustments, earn-out obligations, and indemnification obligations, which may have unpredictable financial results. • As a result of our acquisitions, we have recorded significant goodwill and other assets on our balance sheet and if we are not able to realize the value of these assets, or if the fair value of our investments declines, we may be required to incur impairment charges. • We may have interests that diverge from those of our strategic partners and we may not be able to direct the management and operations of the strategic relationship in the manner we believe is most appropriate, exposing us to additional risk. • Investing in or making loans to early-stage companies often entails a high degree of risk, and we may not achieve the strategic, technological, financial or commercial benefits we anticipate; we may lose our investment or fail to recoup our loan; or our investment may be illiquid for a greater-than-expected period of time.
Among others, our Certificate of Incorporation and Bylaws include the following provisions: • the delegation to our board of directors of the exclusive right to expand the size of our board of directors and to elect directors to fill a vacancy created by any such expansion or the resignation, death or removal of a director, which will prevent stockholders from being able to fill vacancies on our board of directors; • the division of our board of directors into three classes, with each class serving staggered three-year terms, which may delay the ability of stockholders to change the membership of a majority of our board of directors; • limitations on convening special stockholder meetings, which could make it difficult for our stockholders to adopt desired governance changes; • advance notice procedures, which apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company; • a prohibition on stockholder action by written consent, which means that our stockholders will only be able to take action at a meeting of stockholders; • a forum selection clause, which means certain litigation against us can only be brought in Delaware; • no authorization of cumulative voting, which limits the ability of minority stockholders to elect director candidates; • directors will only be able to be removed for cause and only by the affirmative vote of two-thirds of the then outstanding voting power of our capital stock; • certain amendments to our Certificate of Incorporation and Bylaws will require the approval of two-thirds of the then outstanding voting power of our capital stock; • the affirmative vote of two-thirds of the then-outstanding voting power of our capital stock, voting as a single class, will be required for stockholders to amend or adopt any provision of our Bylaws; and • the authorization of undesignated or “blank check” preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders, which could be used to significantly dilute the ownership and voting rights of a hostile acquirer. 65 Table of Contents These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.
Among others, our Certificate of Incorporation and Bylaws include the following provisions: • the delegation to our board of directors of the exclusive right to expand the size of our board of directors and to elect directors to fill a vacancy created by any such expansion or the resignation, death or removal of a director, which will prevent stockholders from being able to fill vacancies on our board of directors; • the division of our board of directors into three classes, with each class serving staggered three-year terms, which may delay the ability of stockholders to change the membership of a majority of our board of directors; • limitations on convening special stockholder meetings, which could make it difficult for our stockholders to adopt desired governance changes; • advance notice procedures, which apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company; • a prohibition on stockholder action by written consent, which means that our stockholders will only be able to take action at a meeting of stockholders; • a forum selection clause, which means certain litigation against us can only be brought in Delaware; • no authorization of cumulative voting, which limits the ability of minority stockholders to elect director candidates; • directors will only be able to be removed for cause and only by the affirmative vote of two-thirds of the then outstanding voting power of our capital stock; • certain amendments to our Certificate of Incorporation and Bylaws will require the approval of two-thirds of the then outstanding voting power of our capital stock; • the affirmative vote of two-thirds of the then-outstanding voting power of our capital stock, voting as a single class, will be required for stockholders to amend or adopt any provision of our Bylaws; and • the authorization of undesignated or “blank check” preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders, which could be used to significantly dilute the ownership and voting rights of a hostile acquirer. 75 Table of Contents These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.
Our current international operations involve, and future initiatives will also involve, a variety of risks, including: • unexpected changes in practices, tariffs, export quotas, custom duties, trade disputes, tax laws and treaties, particularly due to economic tensions and trade negotiations or other trade restrictions; • potential changes in the foreign affairs and trade policies of the countries in which we operate or do business, including the imposition of significant increases in tariffs on goods imported into the United States and corresponding retaliatory actions by the countries with which the Unites States trades; • different labor regulations, especially in the European Union, where labor laws are generally more advantageous to employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations; • exposure to many evolving stringent and potentially inconsistent laws and regulations relating to privacy, data protection, and information security, particularly in the European Union; • changes in a specific country’s or region’s political or economic conditions, including in connection with the Russian invasion of Ukraine, the armed conflict in the Middle East and Red Sea area involving Israel, Hamas, Hezbollah and the Houthi movement, and political or armed tension in other regions; • risks resulting from changes in currency exchange rates; • challenges inherent to efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits and compliance programs; • difficulties in maintaining our corporate culture with a dispersed workforce; • risks relating to the implementation of exchange controls, including restrictions promulgated by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the Bureau of Industry and Security (BIS) at the United States Department of Commerce, and other similar trade protection regulations and measures in the United States, EU, UK, or in other jurisdictions; • reduced ability to timely collect amounts owed to us by our customers in countries where our recourse may be more limited; • slower than anticipated availability and adoption of cloud infrastructures by international businesses, which would increase our on-premise deployments; • limitations on our ability to reinvest or transfer earnings from operations derived from one country to fund the capital needs of our operations in other countries; • limited or unfavorable—including greater difficulty in enforcing—intellectual property protection; • exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S.
Our current international operations involve, and future initiatives will also involve, a variety of risks, including: • unexpected changes in practices, tariffs, export quotas, custom duties, trade disputes, tax laws and treaties, particularly due to economic tensions and trade negotiations or other trade restrictions; • potential changes in the foreign affairs and trade policies of the countries in which we operate or do business, including the imposition of significant increases in tariffs on goods imported into the United States and corresponding retaliatory actions by the countries with which the Unites States trades; 49 Table of Contents • different labor regulations, especially in the European Union, where labor laws are generally more advantageous to employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations; • exposure to many evolving stringent and potentially inconsistent laws and regulations relating to privacy, data protection, and information security, particularly in the European Union; • changes in a specific country’s or region’s political or economic conditions, including in connection with the Russian invasion of Ukraine, the armed conflict in the Middle East and Red Sea area involving Israel, Hamas, Hezbollah and the Houthi movement, and political or armed tension in other regions; • risks resulting from changes in currency exchange rates; • challenges inherent to efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits and compliance programs; • difficulties in maintaining our corporate culture with a dispersed workforce; • risks relating to the implementation of exchange controls, including restrictions promulgated by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the Bureau of Industry and Security (BIS) at the United States Department of Commerce, and other similar trade protection regulations and measures in the United States, EU, UK, or in other jurisdictions; • reduced ability to timely collect amounts owed to us by our customers in countries where our recourse may be more limited; • slower than anticipated availability and adoption of cloud infrastructures by international businesses, which would increase our on-premise deployments; • limitations on our ability to reinvest or transfer earnings from operations derived from one country to fund the capital needs of our operations in other countries; • limited or unfavorable—including greater difficulty in enforcing—intellectual property protection; and • exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S.
The nature of our activities and our global presence and operations expose us to global and local macro and micro effects, including the effects of global economic trends such as the current global economic volatility, rising inflation, rising interest rates, price increases, armed conflicts in various regions including the Middle East and Eastern Europe, political changes and their impact on the economic markets, decrease in our customers' spend or available budget that causes decline in demand, up-sales or subscription renewals, and other adverse effects that might have direct or indirect effects on our business and results of operations that are hard to predict, monitor or assess.
The nature of our activities and our global presence and operations expose us to global and local macro and micro effects, including the effects of global economic trends such as the current global economic volatility, rising inflation, unpredictable interest rates, price increases, armed conflicts in various regions including the Middle East and Eastern Europe, political changes and their impact on the economic markets, decrease in our customers' spend or available budget that causes decline in demand, up-sales or subscription renewals, and other adverse effects that might have direct or indirect effects on our business and results of operations that are hard to predict, monitor or assess.
We believe our revenue growth will depend on a number of factors, including, among other things, our ability to: • attract new customers and maintain our relationships with, and increase revenue from, our existing customers; • provide excellent customer and end user experiences; • maintain the security and reliability of our platform, products and solutions; • introduce and grow adoption of our offerings in new markets outside the United States; • hire, integrate, train and retain skilled personnel; • adequately expand our sales force and distribution channels; • continually enhance and improve our platform, products and solutions, including the features, integrations and capabilities we offer, and develop or otherwise introduce new products and solutions, and keep pace with the technological developments predominantly around AI-based technologies and use cases; • obtain, maintain, protect and enforce intellectual property protection for our platform and technologies; • expand into new technologies, industries and use cases; • expand and maintain our partner ecosystem; • comply with existing and new applicable laws and regulations, including those related to AI, data privacy and security; • price our offerings effectively and determine appropriate contract terms; • determine the most appropriate investments for our limited resources; • successfully compete against established companies and new market entrants; • increase awareness of our brand on a global basis; and • timely and efficiently adapt to changes in customer demand, trends, global and local macro and micro economic conditions, new technologies or offerings by our competitors or other market disruptions.
We believe our revenue growth will depend on a number of factors, including, among other things, our ability to: • attract new customers and maintain our relationships with, and increase revenue from, our existing customers; • provide excellent customer and end user experiences; • maintain the security and reliability of our platform, products and solutions; • introduce and grow adoption of our offerings in new markets outside the United States; • hire, integrate, train and retain skilled personnel; • adequately expand our sales force and distribution channels; • continually enhance and improve our platform, products and solutions, including the features, integrations and capabilities we offer, and develop or otherwise introduce new products and solutions, and keep pace with the technological developments predominantly around AI-based technologies and use cases; • obtain, maintain, protect and enforce intellectual property protection for our platform and technologies; • expand into new technologies, industries and use cases; 34 Table of Contents • expand and maintain our partner ecosystem; • comply with existing and new applicable laws and regulations, including those related to AI, data privacy and security; • price our offerings effectively and determine appropriate contract terms; • determine the most appropriate investments for our limited resources; • successfully compete against established companies and new market entrants; • increase awareness of our brand on a global basis; and • timely and efficiently adapt to changes in customer demand, trends, global and local macro and micro economic conditions, new technologies or offerings by our competitors or other market disruptions.
In addition, any incident affecting our third-party hosting services’ infrastructure that may be caused by cyber-attacks, computer viruses, malware, systems failures or other technical malfunctions, natural disasters, fire, flood, severe storm, earthquake, power loss, telecommunications failures, terrorist or other attacks, protests or riots, and other similar events beyond our control could negatively affect our cloud-based offerings. 46 Table of Contents It is also possible that our customers and regulators would seek to hold us accountable for any breach of security affecting a third-party cloud provider’s infrastructure and we may incur significant liability in investigating such an incident and responding to any claims, investigations, or proceedings made or initiated by those customers, regulators, and other third parties.
In addition, any incident affecting our third-party hosting services’ infrastructure that may be caused by cyber-attacks, computer viruses, malware, systems failures or other technical malfunctions, natural disasters, fire, flood, severe storm, earthquake, power loss, telecommunications failures, terrorist or other attacks, protests or riots, and other similar events beyond our control could negatively affect our cloud-based offerings. 56 Table of Contents It is also possible that our customers and regulators would seek to hold us accountable for any breach of security affecting a third-party cloud provider’s infrastructure and we may incur significant liability in investigating such an incident and responding to any claims, investigations, or proceedings made or initiated by those customers, regulators, and other third parties.
For so long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from various requirements that are applicable to public companies that are not “emerging growth companies.” These provisions include, among other exemptions, that: • we are required to have only two years of Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure; • we are not required to engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; • we are not required to comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); 67 Table of Contents • we are not required to submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay,” “say-on-frequency” and “say-on-golden parachutes;” and • we are not required to disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.
For so long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from various requirements that are applicable to public companies that are not “emerging growth companies.” These provisions include, among other exemptions, that: • we are required to have only two years of Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure; • we are not required to engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; • we are not required to comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); • we are not required to submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay,” “say-on-frequency” and “say-on-golden parachutes;” and • we are not required to disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.
We intend to continue to expend substantial financial and other resources on, among other things: • extending our product leadership by investing in the development of Gen AI based new capabilities, in our API and Developer Tools offerings, in our products for any Enterprise, and in our specialized solutions for the industry verticals we currently address (Education and Media and Telecom), and continuing to develop new products and expand into additional vertical industries; • increasing sales within our existing customer base through increased usage of our platform and the cross-selling of additional products and solutions; • augmenting our current offerings by increasing the breadth of our technology partnerships and exploring potential transactions that may enhance our capabilities or increase the scope of our technology footprint; • continuing to grow our international operations; • repurchases of our common stock, to the extent permitted under Delaware law; • exploring additional organic and inorganic growth paths; and • general administration, including legal, accounting, and other expenses related to our operation as a public company.
We intend to continue to expend substantial financial and other resources on, among other things: 35 Table of Contents • extending our product leadership by investing in the development of Gen AI based new capabilities, in our API and Developer Tools offerings, in our products for any Enterprise, and in our specialized solutions for the industry verticals we currently address (Education and Media and Telecom), and continuing to develop new products and expand into additional vertical industries; • increasing sales within our existing customer base through increased usage of our platform and the cross-selling of additional products and solutions; • augmenting our current offerings by increasing the breadth of our technology partnerships and exploring potential transactions that may enhance our capabilities or increase the scope of our technology footprint; • continuing to grow our international operations; • repurchases of our common stock, to the extent permitted under Delaware law; • exploring additional organic and inorganic growth paths; and • general administration, including legal, accounting, and other expenses related to our operation as a public company.
Our indebtedness could have important consequences, including: • our ability to obtain additional debt or equity financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes may be limited; • a portion of our cash flows from operations will be dedicated to the payment of principal and interest on the indebtedness and will not be available for other purposes, including operations, capital expenditures and future business opportunities; • certain of our borrowings are at variable rates of interest, exposing us to the risk of increased interest rates; • our ability to adjust to changing market conditions may be limited and may place us at a competitive disadvantage compared to less-leveraged competitors; • we may be vulnerable during a downturn in general economic conditions or in our business, or may be unable to carry on capital spending that is important to our growth; and • if, due to the volatile economic climate and increased inflation and interest rates, the net cash derived from our operations decreases and the cost of financing increases, and we fail to pursue adequate measures to adapt to those changes, we may fail to satisfy our financial covenants under the Term Loan Facility and Revolving Credit Facility, or otherwise lack the financial resources or financing required to pursue our annual operation plan.
Our indebtedness could have important consequences, including: 64 Table of Contents • our ability to obtain additional debt or equity financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes may be limited; • a portion of our cash flows from operations will be dedicated to the payment of principal and interest on the indebtedness and will not be available for other purposes, including operations, capital expenditures and future business opportunities; • certain of our borrowings are at variable rates of interest, exposing us to the risk of increased interest rates; • our ability to adjust to changing market conditions may be limited and may place us at a competitive disadvantage compared to less-leveraged competitors; • we may be vulnerable during a downturn in general economic conditions or in our business, or may be unable to carry on capital spending that is important to our growth; and • if, due to the volatile economic climate and increased inflation and unpredictable interest rates, the net cash derived from our operations decreases and the cost of financing increases, and we fail to pursue adequate measures to adapt to those changes, we may fail to satisfy our financial covenants under the Term Loan Facility and Revolving Credit Facility, or otherwise lack the financial resources or financing required to pursue our annual operation plan.
In addition, we expect there will likely be increasing levels of regulation, disclosure-related and otherwise, with respect to ESG matters, and increased regulation will likely lead to increased compliance costs as well as scrutiny that could heighten all of the risks identified in this risk factor. 70 Table of Contents Such ESG matters may also impact our suppliers or customers, which may adversely impact our business, financial condition, or results of operations.
In addition, we expect there will likely be increasing levels of regulation, disclosure-related and otherwise, with respect to ESG matters, and increased regulation will likely lead to increased compliance costs as well as scrutiny that could heighten all of the risks identified in this risk factor. 80 Table of Contents Such ESG matters may also impact our suppliers or customers, which may adversely impact our business, financial condition, or results of operations.
We sometimes leverage third parties to sell our offerings and conduct our business abroad. 57 Table of Contents We and our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and may be held liable for the corrupt or other illegal activities of these third-party business partners and intermediaries, our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities.
We sometimes leverage third parties to sell our offerings and conduct our business abroad. 68 Table of Contents We and our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and may be held liable for the corrupt or other illegal activities of these third-party business partners and intermediaries, our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities.
In addition, if we are deemed to not have sufficient rights to the data we use to train our generative AI, we may be subject to litigation by the owners of the content or other materials that comprise such data, similar to the litigation that is currently pending in various U.S. courts against other developers of generative AI, and in which the outcome of such litigation is uncertain.
In addition, if we are deemed to not have sufficient rights to the data we use to train our generative AI, we may be subject to litigation by the owners of the content or other materials that comprise such data, similar to the litigation that is currently pending in various U.S. courts against other developers of certain generative AI tools, and in which the outcome of such litigation is uncertain.
Further, the process for obtaining necessary licenses may be time-consuming or unsuccessful, potentially causing delays in sales or losses of sales opportunities. Trade Controls are complex and dynamic regimes, and monitoring and ensuring compliance can be challenging, particularly given that our offerings are widely distributed throughout the world and are available for download without registration.
Further, the process for obtaining necessary licenses may be time-consuming or unsuccessful, potentially causing delays in sales or losses of sales opportunities. Trade Controls are complex and dynamic regimes, and monitoring and ensuring compliance can be challenging, particularly given that our offerings are widely distributed throughout the world and are, in some cases, available for download without registration.
Any decrease in the sales prices for our products, without a corresponding decrease in costs, increase in volume or increase in revenue from our other offerings, would adversely affect our revenue and gross profit. This is particularly true with respect to our Events product and TV Solution, which generally entail significantly higher up-front costs compared to our other offerings.
Any decrease in the sales prices for our products, without a corresponding decrease in costs, increase in volume or increase in revenue from our other offerings, would adversely affect our revenue and gross profit. This is particularly true with respect to our Events product and TVCMS solution, which generally entail significantly higher up-front costs compared to our other offerings.
In addition, the share prices of many companies in the technology industry have declined significantly after those companies have failed to meet, or significantly exceed, the financial guidance they have publicly announced or the expectations of analysts and investors. 69 Table of Contents If our financial results fail to meet, or significantly exceed, our announced guidance or the expectations of analysts or investors, analysts could downgrade our common stock or publish unfavorable research about us.
In addition, the share prices of many companies in the technology industry have declined significantly after those companies have failed to meet, or significantly exceed, the financial guidance they have publicly announced or the expectations of analysts and investors. 79 Table of Contents If our financial results fail to meet, or significantly exceed, our announced guidance or the expectations of analysts or investors, analysts could downgrade our common stock or publish unfavorable research about us.
We have recorded a full valuation allowance related to our carryforwards due to the uncertainty of the ultimate realization of the future benefits of those assets. 60 Table of Contents Risks Related to Our Operations in Israel Political, economic, and military conditions in Israel could materially and adversely affect our business.
We have recorded a full valuation allowance related to our carryforwards due to the uncertainty of the ultimate realization of the future benefits of those assets. 71 Table of Contents Risks Related to Our Operations in Israel Political, economic, and military conditions in Israel could materially and adversely affect our business.
Once fully applicable, the EU AI Act will have a material impact on the way artificial intelligence is regulated in the EU, and together with developing guidance and/or decisions in this area, may affect our use of artificial intelligence and our ability to provide and to improve our services, require additional compliance measures and changes to our operations and processes, result in increased compliance costs and potential increases in civil claims against us.
Once fully applicable, the EU AI Act and the EU Product Liability Directive will have a material impact on the way artificial intelligence is regulated in the EU, and together with developing guidance and/or decisions in this area, may affect our use of artificial intelligence and our ability to provide and to improve our services, require additional compliance measures and changes to our operations and processes, result in increased compliance costs and potential increases in civil claims against us.
The AGPL grants licensees broad freedom to view, use, copy, modify and redistribute the source code of Kaltura CE. 32 Table of Contents Anyone can download a free copy of this version of our platform from the internet, and we neither know who all of our AGPL licensees are, nor have visibility into how Kaltura CE is being used by licensees, so our ability to detect violations of the open source license is extremely limited.
The AGPL grants licensees broad freedom to view, use, copy, modify and redistribute the source code of Kaltura CE.Anyone can download a free copy of this version of our platform from the internet, and we neither know who all of our AGPL licensees are, nor have visibility into how Kaltura CE is being used by licensees, so our ability to detect violations of the open source license is extremely limited.
Moreover, some of our competitors have inherent advantages developing products and services that more tightly integrate with their software and hardware platforms or those of their business partners. Third-party products and services are constantly evolving, and we may not be able to modify our offerings to ensure their compatibility with those of other third parties following development changes.
Moreover, some of our competitors have inherent advantages developing products and services that more tightly integrate with their software and hardware platforms or those of their business partners. 41 Table of Contents Third-party products and services are constantly evolving, and we may not be able to modify our offerings to ensure their compatibility with those of other third parties following development changes.
Moreover, due to the volatile economic climate and increased inflation and interest rates, the net cash derived from our operations may be reduced while the availability of new financing may be limited, costly or unavailable.
Moreover, due to the volatile economic climate and increased inflation and uncertainty around interest rates, the net cash derived from our operations may be reduced while the availability of new financing may be limited, costly or unavailable.
Our board of directors have the authority to determine the preferences, limitations, and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders.
Our board of directors has the authority to determine the preferences, limitations, and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders.
If we cannot generate sufficient cash flow from operations to service our debt, we may need to further refinance our debt, dispose of assets, or issue equity to obtain necessary funds. 53 Table of Contents We do not know whether we will be able to do any of this on a timely basis, on terms satisfactory to us, or at all.
If we cannot generate sufficient cash flow from operations to service our debt, we may need to further refinance our debt, dispose of assets, or issue equity to obtain necessary funds. We do not know whether we will be able to do any of this on a timely basis, on terms satisfactory to us, or at all.
An escalation of tensions or violence might result in a significant downturn in the economic or financial condition of Israel, which could have a material adverse effect on our operations in Israel and our business. 61 Table of Contents Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism.
An escalation of tensions or violence might result in a significant downturn in the economic or financial condition of Israel, which could have a material adverse effect on our operations in Israel and our business. Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism.
If our existing customers do not renew their subscriptions, or if they renew on terms that are less economically beneficial to us, it could have an adverse effect on our business, financial condition, and results of operations. We expect to derive a significant portion of our revenue from renewals of existing subscriptions.
If our existing customers do not renew their subscriptions, or if they renew on terms that are less economically beneficial to us, it could have an adverse effect on our business, financial condition, and results of operations. 45 Table of Contents We expect to derive a significant portion of our revenue from renewals of existing subscriptions.
Our platform, products and solutions address the needs of customers and end users around the world, and we see continued international expansion as a significant opportunity. For the years ended December 31, 2024, 2023 and 2022, we generated approximately 47%, 48% and 46% of our revenue, respectively, from customers outside the United States.
Our platform, products and solutions address the needs of customers and end users around the world, and we see continued international expansion as a significant opportunity. For the years ended December 31, 2025, 2024 and 2023, we generated approximately 47%, 47% and 48% of our revenue, respectively, from customers outside the United States.
The market price of our common stock may be highly volatile and may fluctuate or decline substantially as a result of a variety of factors, many of which are beyond our control, including: • actual or anticipated changes or fluctuations in our results of operations; • the guidance we may provide to analysts and investors from time to time, and any changes in, or our failure to perform in line with, such guidance; • announcements by us or our competitors of new offerings or new or terminated contracts, commercial relationships, or capital commitments; • industry or financial analyst or investor reaction to our press releases, other public announcements, and filings with the SEC; • rumors and market speculation involving us or other companies in our industry; • future sales or expected future sales of our common stock; • changes in the amounts or frequency of stock repurchases; 62 Table of Contents • investor perceptions of us and the industries in which we operate; • price and volume fluctuations in the overall stock market from time to time; • changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; • failure of industry or financial analysts to maintain coverage of us, the issuance of new or updated reports or recommendations by any analysts who follow our company, or our failure to meet the expectations of investors; • actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally; • litigation involving us, other companies in our industry or both, or investigations by regulators into our operations or those of our competitors; • developments or disputes concerning our intellectual property or proprietary rights or our solutions, or third-party intellectual or proprietary rights; • announced or completed acquisitions of businesses or technologies, or other strategic transactions by us or our competitors; • actual or perceived breaches of, or failures relating to, data privacy, data protection or data security; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business; • actual or anticipated changes in our management or our board of directors; • general economic conditions and slow or negative growth of our target markets; and • other events or factors, including those resulting from war, incidents of terrorism or responses to these events.
The market price of our common stock may be highly volatile and may fluctuate or decline substantially as a result of a variety of factors, many of which are beyond our control, including: • actual or anticipated changes or fluctuations in our results of operations; • the guidance we may provide to analysts and investors from time to time, and any changes in, or our failure to perform in line with, such guidance; • announcements by us or our competitors of new offerings or new or terminated contracts, commercial relationships, or capital commitments; • industry or financial analyst or investor reaction to our press releases, other public announcements, and filings with the SEC; • rumors and market speculation involving us or other companies in our industry; • future sales or expected future sales of our common stock; • changes in the amounts or frequency of stock repurchases; • investor perceptions of us and the industries in which we operate; • price and volume fluctuations in the overall stock market from time to time; • changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; • failure of industry or financial analysts to maintain coverage of us, the issuance of new or updated reports or recommendations by any analysts who follow our company, or our failure to meet the expectations of investors; • actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally; • litigation involving us, other companies in our industry or both, or investigations by regulators into our operations or those of our competitors; • developments or disputes concerning our intellectual property or proprietary rights or our solutions, or third-party intellectual or proprietary rights; • announced or completed acquisitions of businesses or technologies, or other strategic transactions by us or our competitors; • actual or perceived breaches of, or failures relating to, data privacy, data protection or data security; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business; • actual or anticipated changes in our management or our board of directors; • general economic conditions and slow or negative growth of our target markets; and • other events or factors, including those resulting from war, incidents of terrorism or responses to these events. 73 Table of Contents Furthermore, the stock market has experienced extreme volatility that in some cases has been unrelated or disproportionate to the operating performance of particular companies.
We have in the past and may in the future need to issue corrective releases of our software to fix these defects, errors, or performance failures, which could require us to allocate significant research and development and customer support resources to address these problems.
We have in the past and may in the future need to issue corrective releases of our software to fix these defects, errors, or performance failures, which could require us to allocate significant research and development and customer 52 Table of Contents support resources to address these problems.
Factors that may cause fluctuations in our quarterly financial results include: • our ability to attract new customers and increase revenue from our existing customers; • the loss of existing customers; • subscription renewals, and the timing and terms of such renewals; • fluctuations in customer usage from period to period, including as a result of seasonality in our customers’ underlying businesses, which create variability in our cost of revenue; • customer satisfaction with our products, solutions, platform capabilities and customer support; • mergers and acquisitions or other factors resulting in the consolidation of our customer base; • mix of our revenue; • our ability to gain new partners and retain existing partners; • fluctuations in stock-based compensation expense; 27 Table of Contents • decisions by potential customers to purchase competing offerings or develop in-house technologies and solutions as alternatives to our offerings; • changes in the spending patterns of our customers; • the amount and timing of operating expenses related to the maintenance and expansion of our business and operations, including investments in research and development, sales and marketing, and general and administrative resources; • our increasing reliance on public cloud infrastructure, which will result in higher variable costs compared to our own data centers; • network outages; • developments or disputes concerning our intellectual property or proprietary rights, our platform, products or solutions, or third-party intellectual property or proprietary rights; • negative publicity about our company, our offerings or our partners, including as a result of actual or perceived breaches of, or failures relating to, privacy, data protection or data security; • the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies; • general economic, industry, and market conditions, such as the current volatile economic climate; • changes in AI-related regulations, privacy and digital resilience or unexpected complexities in launching new AI-driven products; • the impact of political uncertainty or unrest or outbreak or worsening of hostilities or armed conflicts; • changes in our pricing policies or those of our competitors; • fluctuations in the growth rate of the markets that our offerings address; • seasonality in the underlying businesses of our customers, including budgeting cycles, purchasing practices and priorities and usage patterns; • the business strengths or weakness of our customers; • our ability to collect timely or at all on invoices or receivables; • the cost and potential outcomes of future litigation or other disputes; • future accounting pronouncements or changes in our accounting policies; • our overall effective tax rate, including impacts caused by any reorganization in our corporate tax structure and any new legislation or regulatory developments; • our ability to successfully expand our business in the United States and internationally; • fluctuations in the mix of on-premise and SaaS/PaaS deployments; • fluctuations in foreign currency exchange rates; • fluctuations in the geographical mix of our revenue that may impact out gross margin; • the timing and success of new products and solutions introduced by us or our competitors, or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers or partners or technology disruption; • the impact of any changes in the trade policies of the countries in which we operate or do business; and • the impact of any pandemic, epidemic, outbreak of infectious disease or other global health crises on our business, the businesses of our customers and partners and general economic conditions. 28 Table of Contents Historically, we have also experienced seasonality in bookings and collections from customers within the education market, with a pattern of higher sales and new academic customers in the second and third quarters of the year as a result of school procurement periods, resulting in lower sequential sales and customer growth in other quarters of the year.
Factors that may cause fluctuations in our quarterly financial results include: • our ability to attract new customers and increase revenue from our existing customers; • the loss of existing customers; • subscription renewals, and the timing and terms of such renewals; • fluctuations in customer usage from period to period, including as a result of seasonality in our customers’ underlying businesses, which create variability in our cost of revenue; • customer satisfaction with our products, solutions, platform capabilities and customer support; • mergers and acquisitions or other factors resulting in the consolidation of our customer base; • mix of our revenue; • our ability to gain new partners and retain existing partners; • fluctuations in stock-based compensation expense; • decisions by potential customers to purchase competing offerings or develop in-house technologies and solutions as alternatives to our offerings; • changes in the spending patterns of our customers; • the amount and timing of operating expenses related to the maintenance and expansion of our business and operations, including investments in research and development, sales and marketing, and general and administrative resources; • our increasing reliance on public cloud infrastructure, which will result in higher variable costs compared to our own data centers; • network outages; • developments or disputes concerning our intellectual property or proprietary rights, our platform, products or solutions, or third-party intellectual property or proprietary rights; • negative publicity about our company, our offerings or our partners, including as a result of actual or perceived breaches of, or failures relating to, privacy, data protection or data security; • the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies; • general economic, industry, and market conditions, such as the current volatile economic climate; 37 Table of Contents • changes in AI-related regulations, privacy and digital resilience or unexpected complexities in launching new AI-driven products; • the impact of political uncertainty or unrest or outbreak or worsening of hostilities or armed conflicts; • changes in our pricing policies or those of our competitors; • fluctuations in the growth rate of the markets that our offerings address; • seasonality in the underlying businesses of our customers, including budgeting cycles, purchasing practices and priorities and usage patterns; • the business strengths or weakness of our customers; • our ability to collect timely or at all on invoices or receivables; • the cost and potential outcomes of future litigation or other disputes; • future accounting pronouncements or changes in our accounting policies; • our overall effective tax rate, including impacts caused by any reorganization in our corporate tax structure and any new legislation or regulatory developments; • our ability to successfully expand our business in the United States and internationally; • fluctuations in the mix of on-premise and SaaS/PaaS deployments; • fluctuations in foreign currency exchange rates; • fluctuations in the geographical mix of our revenue that may impact out gross margin; • the timing and success of new products and solutions introduced by us or our competitors, or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers or partners or technology disruption; • the impact of any changes in the trade policies of the countries in which we operate or do business; and • the impact of any pandemic, epidemic, outbreak of infectious disease or other global health crises on our business, the businesses of our customers and partners and general economic conditions.
While we have procedures in place designed to comply with Trade Controls, we cannot guarantee that these procedures will be successfully followed or keep pace with the ongoing regulatory changes or that the relevant regulators shall apply the same interpretation, judgement and standards as we do, and failure to comply could subject us to both civil and criminal penalties, including substantial fines, disgorgement of profits, possible incarceration of responsible individuals for willful violations, possible loss of our export or import privileges, and reputational harm.
While we have procedures in place designed to comply with Trade Controls, we cannot guarantee that these procedures will be successfully followed or keep pace with the the changes in our products and expanding product lines, ongoing regulatory changes or that the relevant regulators shall apply the same interpretation, judgment and standards as we do, and failure to comply could subject us to both civil and criminal penalties, including substantial fines, disgorgement of profits, possible incarceration of responsible individuals for willful violations, possible loss of our export or import privileges, and reputational harm.
There is a shortage in personnel with the relevant know-how and experience for the development of our Video Products and Media Services, particularly for DevOps, engineering, research and development, sales, and support positions, and we may not be successful in attracting, integrating, and retaining qualified personnel to fulfill our current and future needs.
There is a shortage in personnel with the relevant know-how and experience for the development of our platform and products, particularly for DevOps, engineering, research and development, sales, and support positions, and we may not be successful in attracting, integrating, and retaining qualified personnel to fulfill our current and future needs.
Consequently, we have reassessed those relationships and took measures to comply with these Trade Controls. These Trade Controls are evolving and undergoing constant changes as the war continues, which may require reassessment, changes in or cessation of our dealings with Russia and other regimes in the region or elsewhere.
Consequently, we have reassessed those relationships and have been taking ongoing measures to comply with these Trade Controls. These Trade Controls are evolving and undergoing constant changes as the war continues, which may require reassessment, changes in or cessation of our dealings with Russia and other regimes in the region or elsewhere.
Affected customers may also elect to terminate their agreements with us. 37 Table of Contents Furthermore, any service-level failures or failure to meet committed delivery schedules and milestones could also create negative publicity and damage our reputation, which may discourage prospective customers from adopting our offerings.
Affected customers may also elect to terminate their agreements with us. Furthermore, any service-level failures or failure to meet committed delivery schedules and milestones could also create negative publicity and damage our reputation, which may discourage prospective customers from adopting our offerings.
We also rely on the EU standard contractual clauses (“SCCs”) and the UK Addendum to the SCCs, as relevant, to transfer personal information outside the EEA and the UK with respect to both intragroup and third party transfers. We expect the existing legal complexity and uncertainty regarding international personal information transfers to continue.
We also rely on the EU standard contractual clauses (“SCCs”) and the UK Addendum to the SCCs, as relevant, to transfer personal information outside the EEA and the UK with respect to both intragroup and third party transfers. 62 Table of Contents We expect the existing legal complexity and uncertainty regarding international personal information transfers to continue.
We have offices near Tel Aviv, Israel where our primary research and development, human resources, and certain other finance and administrative activities are based. In addition, a number of our officers and directors are residents of Israel. As of December 31, 2024, we had 341 full-time employees in Israel.
We have offices near Tel Aviv, Israel where our primary research and development, human resources, and certain other finance and administrative activities are based. In addition, a number of our officers and directors are residents of Israel. As of December 31, 2025, we had 294 full-time employees in Israel.
The EU AI Act will apply to companies that develop, use and/or provide artificial intelligence in the EU and, depending on the artificial intelligence use case, includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, accuracy, general purpose artificial intelligence and foundation models, with fines for breaches of up to 7% of worldwide annual turnover.
The EU AI Act will apply to companies that develop, use and/or provide artificial intelligence in the EU and, in relation to AI developed or deployed by the Company depending on the artificial intelligence use case, includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, accuracy, general purpose artificial intelligence and foundation models, with fines for breaches of up to 7% of worldwide annual turnover.
If any of the software or services we license from others or functional equivalents thereof were either no longer available to us, updated or supported, or no longer offered on commercially reasonable terms, we would be required to either redesign the offerings that include such software or services to function with software or services available from other parties or develop these components ourselves, which we may not be able to do without incurring increased costs, experiencing delays in our product launches and the release of new offerings, or at all.
Components of our offerings include various types of software and services licensed from unaffiliated parties. 63 Table of Contents If any of the software or services we license from others or functional equivalents thereof were either no longer available to us, updated or supported, or no longer offered on commercially reasonable terms, we would be required to either redesign the offerings that include such software or services to function with software or services available from other parties or develop these components ourselves, which we may not be able to do without incurring increased costs, experiencing delays in our product launches and the release of new offerings, or at all.
Accordingly, the remedies and damages available to us for unauthorized use of our software may be limited. 47 Table of Contents Further, the steps we take to protect our intellectual property and proprietary rights may be inadequate.
Accordingly, the remedies and damages available to us for unauthorized use of our software may be limited. Further, the steps we take to protect our intellectual property and proprietary rights may be inadequate.
Our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations. As of December 31, 2024 we had U.S. federal net operating loss carryforwards of approximately $225 million and U.S. state net operating loss carryforwards of approximately $183 million, which may be utilized against future income taxes.
Our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations. As of December 31, 2025 we had U.S. federal net operating loss carryforwards of approximately $183 million and U.S. state net operating loss carryforwards of approximately $162 million, which may be utilized against future income taxes.
California also enacted seventeen new laws in 2024 that further regulate use of AI Technologies and provide consumers with additional protections around companies’ use of AI Technologies, such as requiring companies to disclose certain uses of generative AI.
California also enacted numerous new laws that further regulate use of AI Technologies and provide consumers with additional protections around companies’ use of AI Technologies, such as requiring companies to disclose certain uses of generative AI.
We are an “emerging growth company” and “smaller reporting company ” , and we cannot be certain if the reduced disclosure requirements applicable to us will make our common stock less attractive to investors.
We are an “emerging growth company”, and we cannot be certain if the reduced disclosure requirements applicable to us will make our common stock less attractive to investors.
We have a history of losses and may not be able to achieve or maintain profitability. We have incurred losses in each year since our incorporation in 2006, including net losses of $31.3 million, $46.4 million, and $68.5 million in the years ended December 31, 2024, 2023 and 2022, respectively.
We have a history of losses and may not be able to achieve or maintain profitability. We have incurred losses in each year since our incorporation in 2006, including net losses of $12.1 million, $31.3 million, and $46.4 million in the years ended December 31, 2025, 2024 and 2023, respectively.
As an emerging growth company, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until our annual report for any fiscal year following such date that we are no longer an emerging growth company.
As an emerging growth company, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until our annual report for any fiscal year following such date that we are no longer an emerging growth company, which is expected to occur on December 31, 2026.
Our inability to protect our proprietary technology or our brand against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our offerings or impair their functionality, delay introductions of new offerings, result in our substituting inferior or more costly technologies into our offerings, or injure our reputation.
Our inability to protect our proprietary technology or our brand against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our offerings or impair their functionality, delay introductions of new offerings, result in our substituting inferior or more costly technologies into our offerings, result in us and / or our customers being required to cease use of all or part of existing offerings, or injure our reputation.
We currently derive a significant portion of our revenue from a limited number of customers. Our top ten customers in the aggregate accounted for approximately 30.8%, 28.9% and 27.8% of our revenue for the years ended December 31, 2024, 2023 and 2022, respectively.
We currently derive a significant portion of our revenue from a limited number of customers. Our top ten customers in the aggregate accounted for approximately 31.5%, 30.0% and 28.9% of our revenue for the years ended December 31, 2025, 2024 and 2023, respectively.
In any of these events, we and our customers could be required to seek licenses from third parties in order to continue offering our platform, products, and solutions, which may not be available on reasonable terms or at all, and to re-engineer our offerings or discontinue the sale of our offerings in the event re-engineering cannot be accomplished on a timely basis or at all.
In any of these events, we and / or our customers could be required to seek licenses from third parties in order to continue offering or using (as applicable) our platform, products, and solutions, which may not be available on reasonable terms or at all, to publicly release the affected portions of the affected source code, and / or to re-engineer our offerings or discontinue the sale of our offerings in the event re-engineering cannot be accomplished on a timely basis or at all.
This risk is amplified as we invest more heavily in AI-based technologies that rely on advanced algorithms and third-party large language models, potentially exposing us to new, and potentially novel, trade secret misappropriation or intellectual property disputes.
This risk is amplified as we invest more heavily in AI-based technologies that rely on advanced algorithms and third-party large language models, reliance on which could potentially expose us to new, and potentially novel, allegations of trade secret misappropriation or intellectual property disputes.
As of December 31, 2024, we had approximately $32.3 million of borrowings outstanding under the Term Loan Facility (as defined below) and $25.0 million available for additional borrowings under the Revolving Credit Facility (as defined below).
As of December 31, 2025, we had approximately $29.0 million of borrowings outstanding under the Term Loan Facility (as defined below) and $25.0 million available for additional borrowings under the Revolving Credit Facility (as defined below).
Our total revenue for the years ended December 31, 2024 and 2023 was $178.7 million and $175.2 million, respectively, representing an annual growth rate of 2%. You should not rely on the revenue growth of any prior period as an indication of our future performance.
Our total revenue for the years ended December 31, 2025 and 2024 was $180.9 million and $178.7 million, respectively, representing an annual growth rate of 1%. You should not rely on the revenue growth of any prior period as an indication of our future performance.
Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting payments If our security measures are breached as a result of third-party action, employee error or negligence, a defect or bug in our offerings or those of our third-party service providers, malfeasance or otherwise and, as a result, someone obtains unauthorized access to any data, including our Confidential Information or that of our customers, or other persons, or any of these types of information is lost, destroyed, or used, altered, disclosed, or acquired without authorization, our reputation may be damaged, our business may suffer, we may be subject to regulatory investigations, and we could incur significant liability, including significant incident response, system restoration or remediation and future compliance costs and penalties or fines under applicable data privacy and security laws and regulations.
If our security measures are breached as a result of third-party action, employee error or negligence, a defect or bug in our offerings or those of our third-party service providers, malfeasance or otherwise and, as a result, someone obtains unauthorized access to any data, including our Confidential Information or that of our customers, or other persons, or any of these types of information is lost, destroyed, or used, altered, disclosed, or acquired without authorization, our reputation may be damaged, our business may suffer, we may be subject to regulatory investigations, and we could incur significant liability, including significant incident response, system restoration or remediation and future compliance costs and penalties or fines under applicable data privacy and security laws and regulations.
Litigation may be necessary to enforce and protect our trade secrets and other intellectual property and proprietary rights, which could be costly, time-consuming, and distracting to management, and could result in the impairment or loss of portions of our intellectual property.
Litigation may be necessary to enforce and protect our trade secrets and other intellectual property and proprietary rights, which may include bringing and defending claims from third parties, which could be costly, time-consuming, and distracting to management, and could result in the impairment or loss of portions of our intellectual property.
There can be no assurances that we will be successful in our efforts to comply with such laws; violations of such laws could result in regulatory investigations, fines, orders to cease or change our use of such technologies, as well as civil claims including class actions, and reputational damage. 52 Table of Contents We rely on software and services licensed from other parties.
There can be no assurances that we will be successful in our efforts to comply with such laws; violations of such laws could result in regulatory investigations, fines, orders to cease or change our use of such technologies, as well as civil claims including class actions, and reputational damage.
Additionally, the use of AI, Gen-AI and large language models (“LLMs”), including those of third parties, is expected to pose new or unknown cybersecurity risks and challenges, including increasing data leakage risks. 43 Table of Contents Any security breach, data loss, or other compromise, including those resulting from a cybersecurity attack, social engineering, phishing attack, human or technological error, or any unauthorized access, unauthorized usage (including malfeasance by insiders), malware (including ransomware), malicious code embedded in open-source software, or misconfigurations, bugs or other vulnerabilities in commercial software that is integrated into our (or our suppliers’ or service providers’) IT Systems, products or services, virus or similar breach or disruption could result in the loss or destruction of or unauthorized access to, or use, alteration, disclosure, or acquisition of, Confidential Information, damage to our reputation, litigation (such as class actions), regulatory investigations and enforcement actions, reputational harm, loss of existing or future customers, imposition of fines, or other liabilities.
Any security breach, data loss, or other compromise, including those resulting from a cybersecurity attack, social engineering, phishing attack, human or technological error, or any unauthorized access, unauthorized usage (including malfeasance by insiders), malware (including ransomware), malicious code, or misconfigurations, bugs or other vulnerabilities in commercial software that is integrated into our (or our suppliers’ or service providers’) IT Systems, products or services, virus or similar breach or disruption could result in the loss or destruction of or unauthorized access to, or use, alteration, disclosure, or acquisition of, Confidential Information, damage to our reputation, litigation (such as class actions), regulatory investigations and enforcement actions, reputational harm, loss of existing or future customers, imposition of fines, or other liabilities.
These restrictive laws and policies may have an adverse impact on our operating results, financial condition, or the expansion of our business. A campaign of boycotts, divestment and sanctions has been undertaken against Israel, which could also adversely impact our business. Israel’s most recent general elections were held on November 1, 2022.
These restrictive laws and policies may have an adverse impact on our operating results, financial condition, or the expansion of our business. A campaign of boycotts, divestment and sanctions has been undertaken against Israel, which could also adversely impact our business.
We do not anticipate paying dividends on our common stock in the foreseeable future. As a result, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.
As a result, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock. We have never declared or paid any cash dividends on our common stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future.
A version of our Media Services is licensed to the public under an open source license, which could negatively affect our ability to monetize our offerings and protect our intellectual property rights.
A version of our Rich Media Content Management System and its underlying APIs is licensed to the public under an open source license, which could negatively affect our ability to monetize our offerings and protect our intellectual property rights.
Even if registered or issued, we cannot guarantee that our trademarks, patents, copyrights or other intellectual property or proprietary rights will be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. Furthermore, in such case our copyrights, patents or other intellectual property rights would be made public without assuring adequate protection.
Even if registered or issued, we cannot guarantee that our trademarks, patents, copyrights or other intellectual property or proprietary rights will be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage.
In recent years, Israel has been engaged in sporadic armed conflicts with Hamas, an Islamist terrorist group that controls the Gaza Strip, with Hezbollah, an Islamist terrorist group that controls large portions of southern Lebanon, and with Iranian-backed military forces in Syria. In addition, Iran has threatened to attack Israel and may be developing nuclear weapons.
In recent years, Israel has been engaged in sporadic armed conflicts with Hamas, an Islamist terrorist group that controls the Gaza Strip, with Hezbollah, an Islamist terrorist group that controls large portions of southern Lebanon, and with Iranian-backed military forces in Syria.
An inactive market may also impair our ability to raise capital by selling shares of our common stock and may impair our ability to acquire other companies or technologies by using our common stock as consideration. Our principal stockholders continue to have significant influence over us.
An inactive market may also impair our ability to raise capital by selling shares of our common stock and may impair our ability to acquire other companies or technologies by using our common stock as consideration.
If video products and solutions such as ours do not continue to achieve market acceptance, or there is a reduction in demand caused by decreased customer acceptance, technological challenges, weakening economic conditions, privacy, data protection and data security concerns, governmental regulation, competing technologies and products, or decreases in information technology spending or otherwise, the market for our offerings might not continue to develop or might develop more slowly than we expect, which could adversely affect our business, financial condition, results of operations and growth prospects.
Further if we or other companies in our industry experience security incidents, loss of customer data, or disruptions in delivery or service, the market for these applications as a whole, including the demand for our offerings, may be negatively affected. 36 Table of Contents If video products and solutions such as ours do not continue to achieve market acceptance, or there is a reduction in demand caused by decreased customer acceptance, technological challenges, weakening economic conditions, privacy, data protection and data security concerns, governmental regulation, competing technologies and products, or decreases in information technology spending or otherwise, the market for our offerings might not continue to develop or might develop more slowly than we expect, which could adversely affect our business, financial condition, results of operations and growth prospects.
Your ownership and voting power may be diluted by the issuance of additional shares of our common stock in connection with financings, acquisitions, investments, our equity incentive plans or otherwise. We have 845,861,732 shares of common stock authorized but unissued, based on the number of shares of our common stock outstanding as of February 13, 2025.
Your ownership and voting power may be diluted by the issuance of additional shares of our common stock in connection with financings, acquisitions, investments, our equity incentive plans or otherwise. We have 851,264,441 shares of common stock authorized but unissued, based on the number of shares of our common stock outstanding as of March 1, 2026.
A disruption in the operations of our customers and technology partners, including as a result of travel restrictions and/or business shutdowns, such as the disruptions experienced in connection with the COVID-19 pandemic, could negatively impact our business, financial condition, and results of operations.
A disruption in the operations of our customers and technology partners, including as a result of travel restrictions and/or business shutdowns, could negatively impact our business, financial condition, and results of operations.
We believe our ability to compete successfully depends on a variety of factors, some of which are beyond our control, including: • Breadth, depth, and scale of products, APIs and developer tools; • Ability to support all types of video interactions, including live, real-time, and on-demand, as well as non-video digital assets; • Ability to cater to numerous use-cases with interoperable products and unified analytics; • Ability to provide engaging, interactive, and personalized experiences; • Ability to innovate quickly; • Ease of customization and integration with other products; • Support of various deployment options (including regional and dedicated environments); • Data capabilities, including advanced analytics and Gen AI; • High-availability and global presence; • Enterprise-grade reliability, security, and scalability; • Quality of service and customer satisfaction; • Total cost of ownership and time to value; • Brand recognition; and • Corporate culture. 33 Table of Contents If we fail to address these competitive pressures or if we cannot keep pace with rapid technological changes, customer demands, or evolving regulatory requirements, our business, financial condition, and results of operations could be materially and adversely affected.
We believe our ability to compete successfully depends on a variety of factors, some of which are beyond our control, including: • Breadth, depth, and scale of products, APIs and developer tools; • Ability to support all types of video interactions, including live, real-time, and on-demand, as well as non-video digital assets; • Ability to cater to numerous use-cases with interoperable products and unified analytics; • Ability to provide engaging, interactive, and personalized experiences; • Ability to innovate quickly; • Ease of customization and integration with other products; • Support of various deployment options (including regional and dedicated environments); • Data capabilities, including advanced analytics and Gen AI; • High-availability and global presence; • Enterprise-grade reliability, security, and scalability; • Quality of service and customer satisfaction; • Total cost of ownership and time to value; • Brand recognition; and • Corporate culture.
If we do not succeed in helping our customers quickly resolve post-deployment issues or provide effective ongoing support and education, our ability to renew subscriptions with, or sell subscriptions for additional offerings to, existing customers, or expand the value of existing customers’ subscriptions, would be adversely affected and our reputation with potential customers could be damaged.
Our customers depend on our customer success managers to resolve issues and realize the full benefits relating to our platform, products, and solutions. 48 Table of Contents If we do not succeed in helping our customers quickly resolve post-deployment issues or provide effective ongoing support and education, our ability to renew subscriptions with, or sell subscriptions for additional offerings to, existing customers, or expand the value of existing customers’ subscriptions, would be adversely affected and our reputation with potential customers could be damaged.
We could incur greater operating expenses and our customer acquisition and retention could be negatively impacted if network operators: • implement usage-based pricing; • discount pricing for competitive products; • otherwise materially change their pricing rates or schemes; • charge us to deliver our traffic at certain levels or at all; • throttle traffic based on its source or type; • implement bandwidth caps or other usage restrictions; or 56 Table of Contents • otherwise try to monetize or control access to their networks.
We could incur greater operating expenses and our customer acquisition and retention could be negatively impacted if network operators: • implement usage-based pricing; • discount pricing for competitive products; • otherwise materially change their pricing rates or schemes; • charge us to deliver our traffic at certain levels or at all; • throttle traffic based on its source or type; • implement bandwidth caps or other usage restrictions; or • otherwise try to monetize or control access to their networks. 67 Table of Contents In order for our services to be successful, there must be a reasonable price model in place to allow for the continuous distribution of digital media files.
If we are required to make substantial payments or undertake or suffer any of the other actions and consequences noted above as a result of any intellectual property infringement, misappropriation or violation claims against us or any obligation to indemnify our customers for such claims, such payments, actions, and consequences could materially and adversely affect our business, financial condition, results of operations and growth prospects.
If we are required to make substantial payments or undertake or suffer any of the other actions and consequences noted above as a result of any intellectual property infringement, misappropriation or violation claims against us or any obligation to indemnify our customers for such claims, such payments, actions, and consequences could materially and adversely affect our business, financial condition, results of operations and growth prospects. 59 Table of Contents We may become subject to claims for remuneration or royalties for assigned service invention rights by our employees and consultants, which could result in litigation and would adversely affect our business.
We will cease to be an emerging growth company if (i) we have $1.235 billion or more in annual revenue in any fiscal year, (ii) the market value of our common stock held by non-affiliates is at least $700 million as of the end of our most recently completed second fiscal quarter, or (iii) we issue more than $1.0 billion of non-convertible debt over a three-year period.
We may take advantage of these exemptions until the last day of our fiscal year following the fifth anniversary of the closing of our IPO or such earlier time that we are no longer an emerging growth company. 77 Table of Contents We will cease to be an emerging growth company if (i) we have $1.235 billion or more in annual revenue in any fiscal year, (ii) the market value of our common stock held by non-affiliates is at least $700 million as of the end of our most recently completed second fiscal quarter, or (iii) we issue more than $1.0 billion of non-convertible debt over a three-year period.
We have elected to take advantage of certain of the reduced reporting and other obligations described above and intend to take advantage of reduced reporting requirements in the future for so long as we are able to do so.
Accordingly, we expect to cease being an emerging growth company as of December 31, 2026. We have elected to take advantage of certain of the reduced reporting and other obligations described above and intend to take advantage of reduced reporting requirements in the future for so long as we are able to do so.
The length of our sales cycle, from initial contact with a prospective customer to subscribing to one or more of our offerings, can vary substantially from customer to customer for a number of reasons, including deal complexity (particularly for customers that purchase our TV Solutions), certification by new customers or due to new customers' requirements, setup time and our customers’ needs to satisfy their own internal requirements and processes. 39 Table of Contents As a result, it can be difficult to predict exactly when, or even if, we will make a sale to a potential customer, or when and if we can increase sales to our existing customers.
The length of our sales cycle, from initial contact with a prospective customer to subscribing to one or more of our offerings, can vary substantially from customer to customer for a number of reasons, including deal complexity (particularly for customers that purchase our TV Solutions), certification by new customers or due to new customers' requirements, setup time and our customers’ needs to satisfy their own internal requirements and processes.
If we are unsuccessful in defending against any such claims, we may be liable for damages or prevented from using certain intellectual property, which in turn could materially adversely affect our business, financial condition, or results of operations; even if we are successful in defending against such claims, litigation could result in substantial costs and distract management and other employees. 48 Table of Contents In order to protect our intellectual property and proprietary rights and to monitor for and take action against any infringement, misappropriation or other violations thereof, we may be required to spend significant resources.
If we are unsuccessful in defending against any such claims, we may be liable for damages or prevented from using certain intellectual property, which in turn could materially adversely affect our business, financial condition, or results of operations; even if we are successful in defending against such claims, litigation could result in substantial costs and distract management and other employees.
We may not be able to register our intellectual property rights in all jurisdictions where we conduct or anticipate conducting business, may experience conflicts with third parties who contest our applications to register our intellectual property, and may choose to register intellectual property rights providing insufficient coverage.
We may not be able to register our intellectual property rights in all jurisdictions where we conduct or anticipate conducting business, may experience conflicts with third parties who contest our applications to register our intellectual property, or may choose to register intellectual property rights that do not cover all aspects of an invention or work.
We also employ individuals who were previously employed at other companies in our field, and our efforts to ensure that such individuals do not use the proprietary information or know-how of others in their work for us may not prevent others from claiming that we or our employees or independent contractors have used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or other third parties.
Further, these agreements may not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our products, and in such cases we would not be able to assert trade secret rights against such parties. 58 Table of Contents We also employ individuals who were previously employed at other companies in our field, and our efforts to ensure that such individuals do not use the proprietary information or know-how of others in their work for us may not prevent others from claiming that we or our employees or independent contractors have used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or other third parties.
In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure, including regulations implemented by the SEC and Nasdaq, may increase legal and financial compliance costs, and make some activities more time consuming.
As a public company listed in the United States, we incur significant additional legal, accounting, and other expenses. In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure, including regulations implemented by the SEC and Nasdaq, may increase legal and financial compliance costs, and make some activities more time consuming.
If we do not compete successfully, our business, financial condition and results of operations could be harmed. The markets in which we compete, including Enterprise Video Content Management (EVCM) and Online Video Platforms (OVP), Virtual Events and Webinars, and Cloud TV Software, are evolving rapidly and remain highly fragmented.
If we do not compete successfully, our business, financial condition and results of operations could be harmed. The markets in which we compete, including "Enterprise Video and Rich Media Content Creation and Management Systems", "Conversation Automation and Agentic Engagement Solutions", "Virtual Events, Webinars, and Interactive Learning Experiences", and "Cloud TV Software", are evolving rapidly and remain highly fragmented.
We receive, collect, store, process, transfer, share and otherwise use or host information about individuals and/or that constitutes “personal data,” “personal information,” “personally identifiable information,” or similar terms under applicable data privacy laws (collectively, “Personal Information”), including data relating to users of our offerings, our employees and contractors, and other persons. 50 Table of Contents We have legal and contractual obligations regarding the protection of confidentiality and appropriate use of certain data, including Personal Information and other sensitive information about individuals.
We receive, collect, store, process, transfer, share and otherwise use or host Personal Information, including data relating to users of our offerings, our employees and contractors, and other persons. We have legal and contractual obligations regarding the protection of confidentiality and appropriate use of certain data, including Personal Information and other sensitive information about individuals.
Any actual or perceived failure to comply with evolving regulatory frameworks around the development and use of AI could adversely affect our business, operations and financial condition. 31 Table of Contents If we do not maintain the interoperability of our offerings across devices, operating systems, and third-party applications that we do not control, and if we are not able to maintain and expand our relationships with third-party technology partners to integrate our offerings with their products and solutions, our business, financial condition, and results of operations may be adversely affected.
If we do not maintain the interoperability of our offerings across devices, operating systems, and third-party applications that we do not control, and if we are not able to maintain and expand our relationships with third-party technology partners to integrate our offerings with their products and solutions, our business, financial condition, and results of operations may be adversely affected.
The U.S. government has recently imposed significant tariffs on imports from certain jurisdictions and indicated the likely imposition of or significant increase in tariffs on goods imported into the United States from many other jurisdictions in the near future, which could lead to corresponding punitive actions by the countries with which the U.S. trades.
The U.S. government has recently imposed significant tariffs on imports from certain jurisdictions and may impose other substantial increases in tariffs on goods imported into the United States in the near future, which has led to corresponding punitive actions by the countries with which the U.S. trades and may lead to further such actions.
Our ability to develop AI-driven offerings may be limited by our access to processing infrastructure or training data, as we do not license data from third parties nor train our models on third parties' or customers' data, and additionally, we may be dependent on third-party providers for processing infrastructure resources such as cloud facilities providers and others.
Our efforts to develop AI-driven offerings could increase our operating costs, and our ability to develop any such offerings may be limited by our access to processing infrastructure or training data, as we do not license data from third parties nor train our models on third parties' or customers' data.
We attempt to protect our intellectual property and proprietary information, including trade secrets, by implementing administrative, technical, and physical practices, including source code access controls, to secure our proprietary information.
We have devoted substantial resources to the development of our technology, business operations and business plans. We attempt to protect our intellectual property and proprietary information, including trade secrets, by implementing administrative, technical, and physical practices, including source code access controls, to secure our proprietary information.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur management team, including the CISO, Data Privacy Officer (DPO), CCO (Chief Customer Officer) and Chief Product Officer (CPO), is responsible for the assessment and mitigation of cybersecurity threats and overseeing both our internal security personnel and external cybersecurity consultants.
Biggest changeOur management team, including the CISO, Data Privacy Officer (DPO) and Chief Product, Engineering and Marketing Officer, responsible for the assessment and mitigation of cybersecurity threats and overseeing both our internal security personnel and external cybersecurity consultants. Our management team’s cumulative experience includes decades of specialized work in cybersecurity, spanning large-scale cloud-native environments and global public companies.
See “Risk Factors – Risks Related to Information Technology, Intellectual Property and Data Privacy and Security” - “A real or perceived bug, defect, security vulnerability, error, or other performance failure involving our platform, products or solutions could cause us to lose revenue, damage our reputation, and expose us to liability.” and “If we or our third-party service providers experience a security breach, data loss or other compromise, including if unauthorized parties obtain access to our customers’ data, our reputation may be harmed, demand for our platform, products and solutions may be reduced, and we may incur significant liabilities.” 71 Table of Contents Cybersecurity Governance Cybersecurity risk is a critical aspect of our Board of Directors' risk oversight function.
See “Risk Factors – Risks Related to Information Technology, Intellectual Property and Data Privacy and Security” - “A real or perceived bug, defect, security vulnerability, error, or other performance failure involving our platform, products or solutions could cause us to lose revenue, damage our reputation, and expose us to liability.” and “If we or our third-party service providers experience a security breach, data loss or other compromise, including if unauthorized parties obtain access to our customers’ data, our reputation may be harmed, demand for our platform, products and solutions may be reduced, and we may incur significant liabilities.” 81 Table of Contents Cybersecurity Governance Cybersecurity risk is a critical aspect of our Board of Directors' risk oversight function.
Removed
Our management team’s cumulative experience includes decades working in cybersecurity and information security, including in the government and public and private companies, and overseeing risk management generally. Among other things, our CISO is a graduate of the Technion’s Information Security Program as a Technion Certified CISO and brings vast experience as former Security Specialist in the U.S.
Added
Our CISO is a graduate of John Bryce’s Information Security Management (CISO) program, an executive-level curriculum focused on strategic risk management, the intersection of technology, business management, and regulatory law. He brings extensive experience in driving security strategy and innovation within complex, multi-account AWS infrastructures.
Removed
Department of State, Senior Lead Information Security Architect at one of the Israeli leading banks, and Head of Cyber Architecture, Engineering and Research Group at one of the leading Israeli Aerospace and Defense companies. The team reporting to our CISO further includes experienced specialists in the area of Cyber Forensics and Counterterrorism and Network Security Engineers holding B.S.
Added
His professional background includes serving as Director of Security Operations and SecOps & IR Team Lead at Kaltura, as well as holding key technical roles such as Cyber Security Engineer at Imperva and Network Operations Engineer at RSA Security. His expertise encompasses enterprise cyber defense, risk management, and the design of resilient security architectures.
Added
The team reporting to our CISO includes specialists in Cyber Detection and Response, Red Teaming, and Security Compliance Auditing, ensuring a comprehensive approach to both offensive and defensive security postures.
Added
Our Data Privacy Officer (DPO) brings over 15 years of experience advising technology and SaaS organizations on global data protection and compliance frameworks, including leadership of enterprise-wide data privacy initiatives ensuring compliance with the General Data Protection Regulation (GDPR), the California Consumer Privacy Act and California Privacy Rights Act (CCPA/CPRA), and related international privacy regimes.
Added
In this capacity, the DPO oversees the governance of Data Processing Agreements (DPAs), including the review, drafting, and negotiation of such agreements with customers, partners, and vendors, as well as the management of Data Subject Access Requests (DSARs) to ensure compliance with applicable response timelines and data integrity requirements.
Added
The DPO also serves in a strategic advisory role on privacy and security matters across our Legal, IT Security, Product, Human Resources, Sales, and Compliance teams, and is responsible for ongoing research and policy development relating to evolving data protection laws, cybersecurity trends, and industry best practices.
Added
The DPO holds an LL.M. in Cyber Law and Data Privacy from Drexel University, Thomas R. Kline School of Law, earned with High Distinction, as well as a Certificate in Data Privacy Strategy from Cornell University.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe also subscribe for co-working office spaces in Singapore and London. We lease all of our current facilities and do not own real estate property. We believe that our current facilities are adequate to meet our current needs for the immediate future.
Biggest changeWe also subscribe for co-working office spaces in Singapore and London. We lease all of our current facilities and do not own real estate property. We believe that our current facilities are adequate to meet our current needs for the immediate future. 82 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe may receive unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurances that favorable final outcomes will be obtained. Item 4. Mine Safety Disclosures. Not applicable. 72 Table of Contents PART II
Biggest changeWe may receive unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurances that favorable final outcomes will be obtained. Item 4. Mine Safety Disclosures. Not applicable. 83 Table of Contents PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 72 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 73 Item 6. [Reserved] 74 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 75 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 93 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 83 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 84 Item 6. [Reserved] 85 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 86 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 105 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeRecent Sales of Unregistered Securities; Purchases of Equity Securities by the Issuer or Affiliated Purchaser The following table presents information with respect to the Company’s purchases of its common stock during the three months ended December 31, 2024: Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in Thousands) October 1, 2024 to October 31, 2024 388,596 $ 1.34 388,596 $ 2,299 November 1, 2024 to November 30, 2024 86,544 $ 1.74 86,544 $ 2,157 December 1, 2024 to December 31, 2024 4,500 $ 2.00 4,500 $ 2,148 Total 479,640 479,640 (1) On June 11, 2024, the Company’s board of directors authorized a stock repurchase program of the Company’s outstanding common stock for up to $5 million of the Company’s common stock (the “Repurchase Program”).
Biggest changeRecent Sales of Unregistered Securities; Purchases of Equity Securities by the Issuer or Affiliated Purchaser The following table presents information with respect to the Company’s purchases of its common stock during the three months ended December 31, 2025: Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in Thousands) October 1, 2025 to October 31, 2025 — $ — — $ — November 1, 2025 to November 30, 2025 14,443,739 $ 1.15 14,443,739 $ 290 December 1, 2025 to December 31, 2025 — $ — — $ — Total 14,443,739 $ 1.15 14,443,739 $ 290 (1) On November 7, 2025, the Company entered into a stock purchase agreement (the “2025 Stock Purchase Agreement” ) with Special Situations Investing Group II, LLC (the “Sellers”), pursuant to which the Company repurchased 14,443,739 shares of common stock from the Sellers at a purchase price of $16,610,300 representing a price per share of $1.15, calculated on the basis of a 25% discount over the average daily VWAP over the 30-day period ending on November 5, 2025.
Holders As of February 13, 2025, there were 1,385 holders of record of our common stock. The number of record holders does not include persons who hold shares of our common stock in nominee or “street name” accounts through brokers.
Holders As of March 1, 2026, there were 796 holders of record of our common stock. The number of record holders does not include persons who hold shares of our common stock in nominee or “street name” accounts through brokers.
Performance Graph The following graph and table illustrate the total return from July 21, 2021 through December 31, 2024 for (i) our common stock, (ii) the Nasdaq Composite Index, and (iii) the Nasdaq Computer & Data Processing Index.
In addition, the Board terminated the 2025 Repurchase Program. 84 Table of Contents Performance Graph The following graph and table illustrate the total return from July 21, 2021 through December 31, 2025 for (i) our common stock, (ii) the Nasdaq Composite Index, and (iii) the Nasdaq Computer & Data Processing Index.
Removed
Under the Repurchase Program, the Company may make repurchases, from time to time, through open market purchases, block trades, in privately negotiated transactions, accelerated stock repurchase transactions, or by other means. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases under this authorization.
Removed
The volume, timing, and manner of any repurchases will be determined at the Company’s discretion, subject to general market conditions, as well as the Company’s management of capital, general business conditions, other investment opportunities, regulatory requirements and other factors. 73 Table of Contents The Repurchase Program does not obligate the Company to repurchase any specific amount of common stock, has no time limit, and may be modified, suspended, or discontinued at any time without notice at the discretion of the Board of Directors.

Item 7. Management's Discussion & Analysis

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

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Biggest changeYear Ended December 31, Period-over-Period Change 2024 2023 Dollar Percentage Revenue: (in thousands, except percentages) Enterprise, Education & Technology $ 128,704 $ 125,154 $ 3,550 3 % Media & Telecom $ 50,013 $ 50,018 $ (5) 0 % Total revenue 178,717 175,172 3,545 2 % Cost of revenue 59,611 62,938 (3,327) (5) % Total gross profit 119,106 112,234 6,872 6 % Operating expenses: Research and development expenses 49,430 52,400 (2,970) (6) % Sales and marketing expenses 47,766 48,798 (1,032) (2) % General and administrative expenses 46,009 48,718 (2,709) (6) % Restructuring — 973 (973) (100) % Total operating expenses 143,205 150,889 (7,684) (5) % Loss from operations 24,099 38,655 (14,556) (38) % Financial Income, net (434) (1,200) 766 (64) % Loss before provision for income taxes 23,665 37,455 (13,790) (37) % Provision for income taxes 7,650 8,911 (1,261) (14) % Net loss $ 31,315 $ 46,366 $ (15,051) (32) % Comparison of the Years Ended December 31, 2024 and 2023 Segments We currently manage and report operating results through two reportable segments. • Enterprise, Education & Technology (72% and 71% of revenue for the year ended December 31, 2024 and 2023, respectively): Our EE&T segment represents revenues from all of our products, industry solutions for education customers, and Media Services (except for M&T customers), as well as associated professional services for those offerings. • Media & Telecom (28% and 29% of revenue for the year ended December 31, 2024 and 2023, respectively): Our M&T segment primarily represents revenues from our TV Solution and Media Services sold to media and telecom customers. 83 Table of Contents Enterprise, Education & Technology The following table presents our EE&T segment revenue and gross profit (loss) for the years indicated: Year Ended December 31, Period-over-Period Change 2024 2023 Dollar Percentage (in thousands, except percentages) Enterprise, Education & Technology revenue: Subscription $ 124,215 $ 120,600 $ 3,615 3 % Professional services 4,489 4,554 (65) (1) % Total Enterprise, Education & Technology revenue $ 128,704 $ 125,154 $ 3,550 3 % Total Enterprise, Education & Technology gross profit (loss): Subscription $ 101,284 $ 95,168 $ 6,116 6 % Professional services (4,356) (3,544) (812) 23 % Total Enterprise, Education & Technology gross profit $ 96,928 $ 91,624 $ 5,304 6 % Enterprise, Education & Technology Revenue Total EE&T revenue increased by $3.6 million , or 3%, to $128.7 million for the year ended December 31, 2024, from $125.2 million for the year ended December 31, 2023.
Biggest changeYear Ended December 31, Period-over-Period Change 2025 2024 Dollar Percentage Revenue: (in thousands, except percentages) Enterprise, Education & Technology $ 134,435 $ 128,704 $ 5,731 4 % Media & Telecom 46,419 50,013 (3,594) (7) % Total revenue 180,854 178,717 2,137 1 % Cost of revenue 53,185 59,611 (6,426) (11) % Total gross profit 127,669 119,106 8,563 7 % Operating expenses: Research and development expenses 45,992 49,430 (3,438) (7) % Sales and marketing expenses 44,899 47,766 (2,867) (6) % General and administrative expenses 40,838 46,009 (5,171) (11) % Restructuring 903 — 903 NM Total operating expenses 132,632 143,205 (10,573) (7) % Loss from operations 4,963 24,099 (19,136) (79) % Financial expenses (income), net 4,047 (434) 4,481 (1032) % Loss before provision for income taxes 9,010 23,665 (14,655) (62) % Provision for income taxes 3,062 7,650 (4,588) (60) % Net loss $ 12,072 $ 31,315 $ (19,243) (61) % Comparison of the Years Ended December 31, 2025 and 2024 Segments We currently manage and report operating results through two reportable segments. • Enterprise, Education & Technology (74% and 72% of revenue for the year ended December 31, 2025 and 2024, respectively): Our EE&T segment represents revenues from all of our products, industry solutions for education customers, and Media Services (except for M&T customers), as well as associated professional services for those offerings. • Media & Telecom (26% and 28% of revenue for the year ended December 31, 2025 and 2024, respectively): Our M&T segment primarily represents revenues from our TV Solution and Media Services sold to media and telecom customers. 95 Table of Contents Enterprise, Education & Technology The following table presents our EE&T segment revenue and gross profit (loss) for the years indicated: Year Ended December 31, Period-over-Period Change 2025 2024 Dollar Percentage (in thousands, except percentages) Enterprise, Education & Technology revenue: Subscription $ 130,885 $ 124,215 $ 6,670 5 % Professional services 3,550 4,489 (939) (21) % Total Enterprise, Education & Technology revenue $ 134,435 $ 128,704 $ 5,731 4 % Total Enterprise, Education & Technology gross profit (loss): Subscription $ 108,861 $ 101,284 $ 7,577 7 % Professional services (4,906) (4,356) (550) 13 % Total Enterprise, Education & Technology gross profit $ 103,955 $ 96,928 $ 7,027 7 % Enterprise, Education & Technology Revenue Total EE&T revenue increased by $5.7 million , or 4%, to $134.4 million for the year ended December 31, 2025, from $128.7 million for the year ended December 31, 2024.
We also continue to provide our self-serve offering that can be purchased completely online, which also serves as a demand generation engine for our low-touch and enterprise offerings.
We also continue to provide our self-serve offering that can be purchased completely online, which serves as a demand generation engine for our low-touch and enterprise offerings.
The Term Loan Facility is payable in consecutive quarterly installments on the last day of each fiscal quarter in an amount equal to (i) $0.4 million for installments payable on December 31, 2023 (deferred to January 9, 2024), through September 30, 2024 (ii) $0.7 million for installments payable on December 31, 2024 ($0.2 million of the amount deferred to January 2025), through September 30, 2025, (iii) $1.3 million for installments payable on and after December 31, 2025.
The Term Loan Facility is payable in consecutive quarterly installments on the last day of each fiscal quarter in an amount equal to (i) $0.4 million for installments payable on December 31, 2023 (deferred to January 9, 2024), through September 30, 2024 (ii) $0.7 million for installments payable on December 31, 2025 ($0.2 million of the amount deferred to January 2025), through September 30, 2025, and (iii) $1.3 million for installments payable on and after December 31, 2025.
The Credit Agreement contains a number of covenants that, among other things and subject to certain exceptions, restrict our ability, and the ability of our subsidiaries, to: • create, issue, incur, assume, become liable in respect of or suffer to exist any debt or liens; • consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve, or dispose of all or substantially all of our or their respective property or business; • dispose of property or, in the case of our subsidiaries, issue or sell any shares of such subsidiary’s capital stock; • repay, prepay, redeem, purchase, retire or defease subordinated debt; • declare or pay dividends or make certain other restricted payments; • make certain investments; • enter into transactions with affiliates; 89 Table of Contents • enter into new lines of business; and • make certain amendments to our or their respective organizational documents or certain material contracts.
The Credit Agreement contains a number of covenants that, among other things and subject to certain exceptions, restrict our ability, and the ability of our subsidiaries, to: • create, issue, incur, assume, become liable in respect of or suffer to exist any debt or liens; • consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve, or dispose of all or substantially all of our or their respective property or business; 101 Table of Contents • dispose of property or, in the case of our subsidiaries, issue or sell any shares of such subsidiary’s capital stock; • repay, prepay, redeem, purchase, retire or defease subordinated debt; • declare or pay dividends or make certain other restricted payments; • make certain investments; • enter into transactions with affiliates; • enter into new lines of business; and • make certain amendments to our or their respective organizational documents or certain material contracts.
Net cash used in investing activities of $12.4 million for the year ended December 31, 2024 was related to investment in available-for-sale marketable securities of $50.9 million and $0.5 million in capital expenditures, offset by maturities of available-for-sale marketable securities of $39.0 million.
Net cash used in investing activities of $12.4 million for the year ended December 31, 2024 was related to investment in available-for-sale marketable securities of $50.9 million and $0.5 million in capital expenditures, partially offset by maturities of available-for-sale marketable securities of $39.0 million.
These segments share a common underlying platform consisting of our API-based architecture, as well as unified product development, operations, and administrative resources. • Enterprise, Education and Technology (“EE&T”): In the EE&T segment, subscription revenue is primarily generated on a per full‑time equivalent or platform usage‑license basis for all of our products, in addition to revenue derived from associated professional services.
These segments share a common underlying platform consisting of our API-based architecture, as well as unified product development, operations, and administrative resources. • Enterprise, Education & Technology : In the EE&T segment, subscription revenue is primarily generated on a per full‑time equivalent or platform usage‑license basis for all of our products, in addition to revenue derived from associated professional services.
The Credit Agreement also contains certain financial covenants that require us to maintain (i) a minimum amount of Consolidated Adjusted EBITDA (as defined in the Credit Agreement) as of the last day of each fiscal quarter (which minimum amount increased through the fiscal quarter ended December 31, 2024) (the “Adjusted EBITDA Covenant”), and (ii) Liquidity (as defined in the Credit Agreement) of at least $20 million as of the last day of any calendar month.
The Credit Agreement also contains certain financial covenants that require us to maintain (i) a minimum amount of Consolidated Adjusted EBITDA (as defined in the Credit Agreement) as of the last day of each fiscal quarter (which minimum amount increased through the fiscal quarter ended December 31, 2025) (the “Adjusted EBITDA Covenant”), and (ii) Liquidity (as defined in the Credit Agreement) of at least $20 million as of the last day of any calendar month.
For the year ended December 31, 2024, our Net Dollar Retention Rate was 100%. In order for us to increase revenue within our customer base, we will need to maintain engineering-level customer support and continue to introduce new products and features as well as innovative new use cases that are tailored to our customers' needs.
For the year ended December 31, 2025, our Net Dollar Retention Rate was 100%. In order for us to increase revenue within our customer base, we will need to maintain engineering-level customer support and continue to introduce new products and features as well as innovative new use cases that are tailored to our customers' needs.
See Note 11, Income Taxes, to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further information. We have excluded these liabilities from the contractual obligations table above. A variety of factors could affect the timing of payments for the liabilities related to unrecognized tax benefits.
See Note 12, Income Taxes, to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further information. We have excluded these liabilities from the contractual obligations table above. A variety of factors could affect the timing of payments for the liabilities related to unrecognized tax benefits.
Our robust API-first architecture supports deep integration into multiple workflows, which we believe is critical for driving adoption and delivering enhanced value for our customers. 76 Table of Contents Acquiring New Customers We remain focused on acquiring customers across our key verticals (technology, education, regulated industries, professional and commercial services, and media & telecom).
Our robust API-first architecture supports deep integration into multiple workflows, which we believe is critical for driving adoption and delivering enhanced value for our customers. 88 Table of Contents Acquiring New Customers We remain focused on acquiring customers across our key verticals (technology, education, regulated industries, professional and commercial services, and media & telecom).
Our effective tax rate is affected by tax rates in foreign jurisdictions and the relative amounts of income we earn in those jurisdictions, as well as non-deductible expenses, such as share-based compensation, and changes in our valuation allowance. 82 Table of Contents Results of Operations The following table summarizes key components of our results of operations for the periods presented.
Our effective tax rate is affected by tax rates in foreign jurisdictions and the relative amounts of income we earn in those jurisdictions, as well as non-deductible expenses, such as share-based compensation, and changes in our valuation allowance. 94 Table of Contents Results of Operations The following table summarizes key components of our results of operations for the periods presented.
As such, the implementation and professional services costs relating to an arrangement with a new customer are more significant than the costs to renew an existing customer’s license and support arrangement. Cost of revenue decreased in absolute dollars from the year ended December 31, 2023 to the year ended December 31, 2024.
As such, the implementation and professional services costs relating to an arrangement with a new customer are more significant than the costs to renew an existing customer’s license and support arrangement. Cost of revenue decreased in absolute dollars from the year ended December 31, 2024 to the year ended December 31, 2025.
Credit Facilities In January 2021, we entered into a new credit agreement (as amended, the “Credit Agreement”) with one of our existing lenders, which provides for a new senior secured term loan facility in the aggregate principal amount of $40.0 million (the “Term Loan Facility”) and a new senior secured revolving credit facility in the aggregate principal amount of $10.0 million (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Credit Facilities”), which thereafter were extended and amended to align our business needs and other developments.
Credit Facilities In January 2021, we entered into a credit agreement (as amended, the “Credit Agreement”) with one of our existing lenders, which provided for a senior secured term loan facility in the aggregate principal amount of $40.0 million (the “Term Loan Facility”) and a senior secured revolving credit facility in the aggregate principal amount of $10.0 million (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Credit Facilities”), which thereafter were extended and amended to align our business needs and other developments.
This section of our Annual Report on Form 10-K discusses our financial condition and results of operations for the fiscal years ended December 31, 2024 and 2023, and year-to-year comparisons between fiscal 2024 and fiscal 2023.
This section of our Annual Report on Form 10-K discusses our financial condition and results of operations for the fiscal years ended December 31, 2025 and 2024, and year-to-year comparisons between fiscal 2025 and fiscal 2024.
(c) The year ended December 31, 2023, includes employee termination benefits incurred in connection with the 2023 Reorganization Plan and the year ended December 31, 2022 includes employee termination benefits incurred in connection with the 2022 Restructuring Plan. (d) The years ended December 31, 2024 and 2023 include costs related to conflicts in Israel.
(c) The year ended December 31, 2025, includes employee termination benefits incurred in connection with the 2025 Reorganization Plan and the year ended December 31, 2023 includes employee termination benefits incurred in connection with the 2023 Restructuring Plan. (d) The years ended December 31, 2024 and December 31, 2023 include costs related to conflicts in Israel.
We believe this will enable us to efficiently acquire smaller customers across all industries over time – expanding beyond enterprises into SMEs, beyond universities into K-12 schools, beyond tier 1 media and telecom companies to tier 2 and 3 media and telecom companies, and beyond providing Media Services to large technology companies to also addressing smaller technology firms and startups.
We believe this will enable us to efficiently acquire smaller customers across all industries over time – expanding beyond enterprises into SMEs, beyond universities into K-12 schools, beyond tier 1 media and telecom companies to tier 2 and 3 media and telecom companies, and beyond providing our platform to large technology companies to also addressing smaller technology firms and startups.
If the SSP is not observable through past transactions, we estimate the SSP taking into account available information, including, but not limited to, pricing practices, market conditions, and the economic life of the software. Income Taxes We are subject to income taxes in Israel, the U.S., and other foreign jurisdictions.
If the SSP is not observable through past transactions, we estimate the SSP taking into account available information, including, but not limited to, pricing practices, market conditions, and the economic life of the software. 104 Table of Contents Income Taxes We are subject to income taxes in Israel, the U.S., and other foreign jurisdictions.
For customers of our telecom TV Content Management System (TVCMS) and TV Streaming Applications, revenue is recognized primarily on a per end‑subscriber basis, while media customers leveraging our Online Video Platform (OVP) are billed on a platform usage‑license basis. Contracts in this segment generally extend for two to five years, with billing performed on either a quarterly or annual basis.
For customers of our telecom TVCMS and TV Streaming Applications, revenue is recognized primarily on a per end‑subscriber basis, while media customers leveraging our Online Video Platform are billed on a platform usage‑license basis. Contracts in this segment generally extend for two to five years, with billing performed on either a quarterly or annual basis.
Revenue from SaaS and PaaS subscriptions is recognized ratably over the time of the subscription, beginning from the date on which the customer is granted access to our Video Experience Cloud. Revenue from the sale of a term license is recognized at a point in time in which the license is delivered to the customer.
Revenue from SaaS and PaaS subscriptions is recognized ratably over the time of the subscription, beginning from the date on which the customer is granted access to our Video Experience Cloud. 92 Table of Contents Revenue from the sale of a term license is recognized at a point in time in which the license is delivered to the customer.
(b) Facility exit and transition costs for the years ended December 31, 2023 and December 31, 2022 include losses from sale of fixed assets and other costs associated with moving to our temporary office in Israel.
(b) Facility exit and transition costs for the year ended December 31, 2023 include losses from sale of fixed assets and other costs associated with moving to our temporary office in Israel.
Sustained customer adoption and usage growth are also supported by strong integration, ongoing support, and a commitment to evolving security and compliance requirements. We are focused on increasing sales within our existing customer base through increased usage of our platform and the cross-selling of additional products and solutions.
Our strong integration, ongoing support, and a commitment to evolving security and compliance requirements also helps us support sustained customer adoption and usage growth. We are focused on increasing sales within our existing customer base through increased usage of our platform and the cross-selling of additional products and solutions.
See Note 7, Leases, to the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information. 91 Table of Contents (3) Consists of minimum purchase commitments mainly for our use of certain cloud and other services with third-party providers with a term of 12 months or longer.
See Note 8, Leases, to the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information. (3) Consists of minimum purchase commitments mainly for our use of certain cloud and other services with third-party providers with a term of 12 months or longer.
A discussion of our financial condition and results of operations for the fiscal year ended December 31, 2022 and year-to-year comparisons between fiscal 2023 and fiscal 2022 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 22, 2024 Overview We are Kaltura, Inc.
A discussion of our financial condition and results of operations for the fiscal year ended December 31, 2023 and year-to-year comparisons between fiscal 2024 and fiscal 2023 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on February 20, 2025 Overview We, Kaltura, Inc.
Additionally, a greater share of revenue in this segment is derived from customers licensing our offerings through private cloud and on‑premise deployments, which has an impact on our gross margin. Reflected below is a summary of reportable segment revenue and reportable segment gross profit for the years ended December 31, 2024, 2023 and 2022.
Additionally, a greater share of revenue in this segment is derived from customers licensing our offerings through private cloud and on‑premise deployments, which has an impact on our gross margin. 87 Table of Contents Reflected below is a summary of reportable segment revenue and reportable segment gross profit for the years ended December 31, 2025, 2024 and 2023.
Borrowings under the Credit Facilities bear interest, determined as follows: (a) SOFR loans accrue interest at a rate per annum equal to Term SOFR (as defined in the Credit Agreement) plus 0.10% per annum plus a margin of 2.50% (the Adjusted Term SOFR (as defined in the Credit Agreement) is subject to a 1.00% floor), and (b) ABR loans accrue interest at a rate per annum equal to the ABR plus a margin of 1.50% (ABR is equal to the highest of (i) the prime rate and (ii) the Federal Funds Effective Rate plus 0.50%, subject to a 2.00% floor).
Following the effectiveness of the Fifth Amendment, borrowings under the Credit Facilities are subject to interest, determined as follows: (a) SOFR loans accrue interest at a rate per annum equal to Term SOFR (as defined in the Credit Agreement) plus 0.10% per annum plus a margin of 2.50% (the Adjusted Term SOFR (as defined in the Credit Agreement) is subject to a 1.00% floor), and (b) ABR loans accrue interest at a rate per annum equal to the ABR plus a margin of 1.50% (ABR is equal to the highest of (i) the prime rate and (ii) the Federal Funds Effective Rate plus 0.50%, subject to a 2.00% floor).
For the years ended December 31, 2024 and 2023, our cost of revenue was $59,611 and $62,938, respectively. Gross Margins Gross margin has improved year-over-year since 2020, and while it has and will continue to vacillate between quarters, we expect it to continue the growth trend in the coming years.
For the years ended December 31, 2025 and 2024, our cost of revenue was $53,185 and $59,611, respectively. Gross Margins Gross margin has improved year-over-year since 2020, and while it has and will continue to vacillate between quarters, we expect it to continue the growth trend in the coming years.
Obligations under contracts that we can cancel without a significant penalty are not included in the table above. We reported other liabilities of $12.8 million in our consolidated balance sheet at December 31, 2024, which principally consists of unrecognized tax benefits.
Obligations under contracts that we can cancel without a significant penalty are not included in the table above. We reported other liabilities of $17.7 million in our consolidated balance sheet at December 31, 2025, which principally consists of unrecognized tax benefits.
As of December 31, 2024, we had no balance outstanding under the Revolving Credit Facility and the total revolving commitment of $25.0 million remains available for future borrowings. As of December 31, 2024, we had approximately $32.3 million of borrowings outstanding under the Term Loan Facility.
As of December 31, 2025, we had no balance outstanding under the Revolving Credit Facility and the total revolving commitment of $25.0 million remains available for future borrowings. As of December 31, 2025, we had approximately $29.0 million of borrowings outstanding under the Term Loan Facility.
Accordingly, our financial reporting distinguishes between revenue and gross profit from Subscription and Professional Services from customers who use our products and services to address Entertainment & Monetization use cases, reported in our M&T segment, and those that are attained from customers who are using us to address all other use cases, reported in our “EE&T segment“.
Accordingly, our financial reporting distinguishes between revenue and gross profit from Subscription and Professional Services from customers who use our products and services to address Entertainment & Monetization use cases (for their audiences), reported in our M&T segment, and those that are attained from customers who are using us to address all other use cases (for their customers, employees, and learners), reported in our EE&T segment.
In some of our arrangements, professional services are accounted for as a separate performance obligation, and revenue is recognized upon rendering of the service. 80 Table of Contents In some of our SaaS and PaaS subscriptions, we determined that the professional services are solely set up activities that do not transfer goods or services to the customer and therefore are not accounted for as a separate performance obligation and are recognized ratably over the time of the subscription.
In some of our SaaS and PaaS subscriptions, we determined that the professional services are solely set up activities that do not transfer goods or services to the customer and therefore are not accounted for as a separate performance obligation and are recognized ratably over the time of the subscription.
As of December 31, 2024, the current rate of interest under the Credit Facilities was equal to a rate per annum of 6.93%, consisting of 4.33% (the 3-month SOFR rate as of December 31, 2024), 0.10% credit spread adjustment and the margin of 2.50%.
As of December 31, 2025, the current rate of interest under the Credit Facilities was equal to a rate per annum of 6.27%, consisting of 3.67% (the 3-month SOFR rate as of December 31, 2025), 0.10% credit spread adjustment and the margin of 2.50%.
The increase is mainly attributable to a $2.1 million increase in revenue from new customers, and a $1.5 million increase from existing customers. EE&T subscription revenue increased by $3.6 million, or 3%, to $124.2 million for the year ended December 31, 2024, from $120.6 million for the year ended December 31, 2023.
The increase is mainly attributable to a $1.6 million increase in revenue from new customers, and a $4.1 million increase from existing customers. EE&T subscription revenue increased by $6.7 million, or 5%, to $130.9 million for the year ended December 31, 2025, from $124.2 million for the year ended December 31, 2024.
For our EE&T segment, gross margins for the years ended December 31, 2024, 2023 and 2022 were 75% (82% for subscription and (97)% for professional services), 73% (79% for subscription and (78)% for professional services) and 70% (78% for subscription and (63)% for professional services), respectively.
For our EE&T segment, gross margins for the years ended December 31, 2025, 2024 and 2023 were 77% (83% for subscription and (138)% for professional services), 75% (82% for subscription and (97)% for professional services) and 73% (79% for subscription and (78)% for professional services), respectively.
The main drivers of net cash outflows that were derived from the changes in operating assets and liabilities were related to an addition to deferred contract acquisition costs of $6.6 million, decrease in trade payables of $5.9 million and an aggregate decrease of $1.8 million in employees accruals, accrued expenses and other current liabilities, partially offset by a decrease in trade receivables of $5.5 million, increase in deferred revenue of $1.6 million, and an increase in prepaid expenses and other assets of $0.6 million.
The main drivers of net cash inflows that were derived from the changes in operating assets and liabilities were related to an increase of $5.4 million in accrued expenses and other current liabilities, a decrease in trade receivables of $3.3 million, an increase of $2.7 million in employees and payroll accruals and an increase of $0.5 million in deferred revenue, partially offset by an increase in deferred contract acquisition costs of $7.5 million, an increase of $1 million in prepaid expenses and other current assets and a decrease in trade payables of $0.5 million.
If we are unable to raise additional funds when desired, our business, financial condition and results of operations could be adversely affected. Repurchase Program On June 11, 2024, the Company’s board of directors authorized a stock repurchase program of the Company’s outstanding common stock for up to $5.0 million of the Company’s common stock (the “Repurchase Program”).
If we are unable to raise additional funds when desired, our business, financial condition and results of operations could be adversely affected. Repurchase Program In June 2024, the Company’s Board of Directors authorized a stock repurchase program of the Company’s outstanding common stock (the “2024 Repurchase Program”), which provided for repurchases up to a total of $5 million thereunder.
Financing Activities Net cash flows used in financing activities increased by $3.6 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Financing Activities Net cash flows used in financing activities increased by $26.1 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
SaaS and PaaS subscriptions provide access to our Video Experience Cloud which powers all types of video experiences: live, real-time, and on-demand video. We provide access to our platform either as a cloud-based service, which represent most of our SaaS and PaaS subscriptions, or, less commonly, as a term license to software installed on the customer's premises.
We provide access to our platform either as a cloud-based service, which represent most of our SaaS and PaaS subscriptions, or, less commonly, as a term license to software installed on the customer's premises.
As previously disclosed, in 2024 we updated our customer count methodology, which is used to calculate our Net Dollar Retention Rate, to treat subdivisions of the same legal entity (for example, divisions of a parent company or separate campuses that are part of the same state university system), as well as Value-add Resellers (“VARs”) (meaning resellers that directly manage the relationship with the customer) and the customers they manage, to be a single customer.
We consider subdivisions of the same legal entity (for example, divisions of a parent company or separate campuses that are part of the same state university system) ,as well as Value-add Resellers (“VARs”) (meaning resellers that directly manage the relationship with the customer) and the customers they manage, to be a single customer for purposes of calculating our Net Dollar Retention Rate.
Our Net Dollar Retention Rate may fluctuate as a result of a number of factors, including the growing level of our revenue base, the level of penetration within our customer base, expansion of products and features, and our ability to retain our customers.
Our Net Dollar Retention Rate may fluctuate as a result of a number of factors, including the growing level of our revenue base, the level of penetration within our customer base, expansion of products and features, and our ability to retain our customers. Our calculation of Net Dollar Retention Rate may differ from similarly titled metrics presented by other companies.
EE&T professional services revenue decreased by $0.1 million, or 1%, to $4.5 million for the year ended December 31, 2024, from $4.6 million for the year ended December 31, 2023.
M&T professional services revenue decreased by $1.2 million, or 18%, to $5.4 million for the year ended December 31, 2025, from $6.5 million for the year ended December 31, 2024.
Enterprise, Education & Technology Gross Profit EE&T gross profit increased by $5.3 million, or 6%, to $96.9 million for the year ended December 31, 2024, from $91.6 million for the year ended December 31, 2023. This increase was mainly due to a $3.6 million increase in revenue, and reduction in production costs, which is a result of improved efficiency.
This increase was mainly due to a $5.7 million increase in revenue, lower headcount and reduction in production costs, which is a result of improved efficiency. EE&T subscription gross profit increased by $7.6 million, or 7%, to $108.9 million for the year ended December 31, 2025, from $101.3 million for the year ended December 31, 2024.
Provision for Income Taxes Provision for income taxes decreased by $1.3 million, or 14%, to $7.7 million for the year ended December 31, 2024, from $8.9 million for the year ended December 31, 2023, primarily due to a decreased tax liability related to income generated by our subsidiaries organized under the laws of Israel and the United Kingdom.
Provision for Income Taxes Provision for income taxes decreased by $4.6 million, or 60%, to $3.1 million for the year ended December 31, 2025, from $7.7 million for the year ended December 31, 2024, primarily due to a decreased tax liability related to income generated by our subsidiaries organized under the laws of Israel.
For the Year Ended December 31, 2024 2023 2022 (in thousands) Revenue Enterprise, Education & Technology $ 128,704 $ 125,154 $ 120,190 Media & Telecom 50,013 50,018 48,621 Total Revenue $ 178,717 $ 175,172 $ 168,811 Gross Profit Enterprise, Education & Technology 96,928 91,624 83,812 Media & Telecom 22,178 20,610 23,128 Total Gross Profit $ 119,106 $ 112,234 $ 106,940 We employ a “land and expand” strategy with the aim of having our customers increase their usage of our offerings and/or purchase additional offerings over time.
For the Year Ended December 31, 2025 2024 2023 (in thousands) Revenue Enterprise, Education & Technology $ 134,435 $ 128,704 $ 125,154 Media & Telecom 46,419 50,013 50,018 Total Revenue $ 180,854 $ 178,717 $ 175,172 Gross Profit Enterprise, Education & Technology 103,955 96,928 91,624 Media & Telecom 23,714 22,178 20,610 Total Gross Profit $ 127,669 $ 119,106 $ 112,234 We employ a “land and expand” strategy with the aim of having our customers increase their usage of our offerings and/or purchase additional offerings over time.
Sales and Marketing Expenses Our sales and marketing expenses consist primarily of personnel related costs for our sales and marketing functions, including salaries and other direct personnel-related costs, such as sales commissions. 81 Table of Contents Additional expenses include marketing program costs and amortization of acquired customer relationships intangible assets.
Sales and Marketing Expenses Our sales and marketing expenses consist primarily of personnel related costs for our sales and marketing functions, including salaries and other direct personnel-related costs, such as sales commissions. Additional expenses include marketing program costs and amortization of acquired customer relationships intangible assets. We expect our sales and marketing expenses to increase as a percentage of revenue.
For the years ended December 31, 2024, 2023 and 2022, our gross margins were 67% (75% for subscription and (55)% for professional services), 64% (73% for subscription and (51)% for professional services) and 63% (74% for subscription and (33)% for professional services), respectively.
For the years ended December 31, 2025, 2024 and 2023, our gross margins were 71% (77% for subscription and (54)% for professional services), 67% (75% for subscription and (55)% for professional services) and 64% (73% for subscription and (51)% for professional services), respectively.
For any given year, a large majority of our revenue comes from existing customers, with whom we are in active dialogue and tend to have visibility into their expected usage of our offerings.
For any given year, a large majority of our revenue comes from existing customers, with whom we are in active dialogue and tend to have visibility into their expected usage of our offerings. We are expanding our go-to-market approaches to support a wider range of adoption models and customer sizes.
Nevertheless, because of the limitations described above, management does not view EBITDA, or Adjusted EBITDA in isolation and also uses other measures, such as revenue, operating loss, and net loss, to measure operating performance. 79 Table of Contents The following table reconciles EBITDA and Adjusted EBITDA to the most directly comparable GAAP financial performance measure, which is net loss: Year Ended December 31, 2024 2023 2022 (in thousands) Net loss $ (31,315) $ (46,366) $ (68,495) Financial expenses (income), net (a) (434) (1,200) 4,248 Provision for income taxes 7,650 8,911 7,868 Depreciation and amortization 5,064 4,717 2,707 EBITDA (19,035) (33,938) (53,672) Non-cash stock-based compensation expense 26,264 29,980 23,645 Facility exit and transition costs (b) — 154 524 Restructuring (c) — 973 1,238 War related costs (d) 44 331 — Adjusted EBITDA $ 7,273 $ (2,500) $ (28,265) (a) The year ended December 31, 2024, 2023 and 2022 includes $2.7 million, $3.2 million and $2.3 million, respectively, of interest expenses ,and $3.4 million , $2.7 million and $1.0 million , respectively, of interest income.
Nevertheless, because of the limitations described above, management does not view EBITDA, or Adjusted EBITDA in isolation and also uses other measures, such as revenue, operating loss, and net loss, to measure operating performance. 91 Table of Contents The following table reconciles EBITDA and Adjusted EBITDA to the most directly comparable GAAP financial performance measure, which is net loss: Year Ended December 31, 2025 2024 2023 (in thousands) Net loss $ (12,072) $ (31,315) $ (46,366) Financial expenses (income), net (a) 4,047 (434) (1,200) Provision for income taxes 3,062 7,650 8,911 Depreciation and amortization 4,503 5,064 4,717 EBITDA (460) (19,035) (33,938) Non-cash stock-based compensation expense 16,492 26,264 29,980 Facility exit and transition costs (b) — — 154 Restructuring (c) 903 — 973 War related costs (d) — 44 331 Strategic initiatives expenses (e) 1,284 — — Acquisition related expenses (f) 428 — — Adjusted EBITDA $ 18,647 $ 7,273 $ (2,500) (a) The years ended December 31, 2025, 2024 and 2023 include $2.2 million, $2.7 million and $3.2 million, respectively, of interest expenses, and $3.0 million , $3.4 million and $2.7 million , respectively, of interest income.
Media & Telecom Gross Profit M&T gross profit increased by $1.6 million, or 8%, to $22.2 million for the year ended December 31, 2024, from $20.6 million for the year ended December 31, 2023.
Media & Telecom Gross Profit M&T gross profit increased by $1.5 million, or 7%, to $23.7 million for the year ended December 31, 2025, from $22.2 million for the year ended December 31, 2024.
M&T subscription revenue increased by $1.3 million, or 3%, to $43.5 million for the year ended December 31, 2024, from $42.2 million for the year ended December 31, 2023 the increase is mainly attributable to $1.3 million increase in revenue from existing customers.
The decrease is mainly attributable to $3.6 million decrease in revenue from existing customers. M&T subscription revenue decreased by $2.4 million, or 6%, to $41.1 million for the year ended December 31, 2025, from $43.5 million for the year ended December 31, 2024.
As of December 31, 2024, our Remaining Performance Obligations was $203.4 million, which consists of both billed consideration in the amount of $63.2 million and unbilled consideration in the amount of $140.2 million that we expect to invoice and recognize in future periods.
As of December 31, 2025, our Remaining Performance Obligations was $166.3 million, which consists of both billed consideration in the amount of $62.4 million and unbilled consideration in the amount of $103.9 million that we expect to invoice and recognize in future periods.
This provision allows an “emerging growth company” to delay the adoption of new or revised accounting standards that have different transition dates for public and private companies until those standards would otherwise apply to private companies. 92 Table of Contents We meet the definition of an “emerging growth company” and have elected to use this extended transition period for complying with new or revised accounting standards until the earlier of the date we (x) are no longer an emerging growth company, or (y) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act.
We meet the definition of an “emerging growth company” and have elected to use this extended transition period for complying with new or revised accounting standards until the earlier of the date we (x) are no longer an emerging growth company, or (y) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act.
These costs are attributable to the temporary relocation of key employees from Israel for business continuity purposes, the purchase of emergency equipment for key employees, charitable donations to communities directly impacted by the war, and office fixes and modifications. Components of Results of Operations Revenue Subscription Our revenues are mainly comprised of revenue from SaaS and PaaS subscriptions.
These costs are attributable to the temporary relocation of key employees from Israel for business continuity purposes, the purchase of emergency equipment for key employees, charitable donations to communities directly impacted by the war, and office fixes and modifications.
Cash Flows The following table summarizes our cash flows for the periods presented: Year Ended December 31, 2024 2023 (in thousands) Net cash provided by (used in) operating activities $ 12,233 $ (8,303) Net cash used in investing activities (12,414) (1,583) Net cash provided by (used in) financing activities (3,534) 109 Effect of exchange rate changes on cash, cash equivalents and restricted cash 90 728 Net increase in cash, cash equivalents, and restricted cash (3,625) (9,049) Cash, cash equivalents, and restricted cash at beginning of period 36,784 45,833 Cash, cash equivalents and restricted cash at end of period $ 33,159 $ 36,784 Operating Activities Net cash flows provided by operating activities increased by $20.5 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
Cash Flows The following table summarizes our cash flows for the periods presented: Year Ended December 31, 2025 2024 (in thousands) Net cash provided by operating activities $ 14,541 $ 12,233 Net cash provided by (used in) investing activities 9,050 (12,414) Net cash used in financing activities (29,651) (3,534) Effect of exchange rate changes on cash, cash equivalents and restricted cash 522 90 Net decrease in cash, cash equivalents, and restricted cash (5,538) (3,625) Cash, cash equivalents, and restricted cash at beginning of period 33,159 36,784 Cash, cash equivalents and restricted cash at end of period $ 27,621 $ 33,159 Operating Activities Net cash flows provided by operating activities increased by $2.3 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024.
As a result, our consolidated financial statements and the reported results of operations contained therein may not be directly comparable to those of other public companies.
As a result, our consolidated financial statements and the reported results of operations contained therein may not be directly comparable to those of other public companies. We expect to cease being an emerging growth company as of December 31, 2026.
Net cash used in financing activities of $3.5 million for the year ended December 31, 2024 was primarily due to repurchase of common stock of $2.9 million and $2.2 million of loan repayments partially offset by proceeds from the exercise of stock options of $1.6 million.
Net cash used in financing activities of $29.7 million for the year ended December 31, 2025 was primarily due to repurchase of common stock of $26.2 million, $3.5 million of loan repayments, cash settlement of equity classified share-based payment awards of $3.1 million partially offset by proceeds from the exercise of stock options of $3.1 million.
Research and Development Our research and development expenses consist primarily of costs incurred for personnel-related expenses for our technical staff, including salaries and other direct personnel-related costs. Additional expenses include consulting and professional fees for third-party development resources and software subscriptions. We expect our research and development expenses to gradually decrease as a percentage of revenue.
Additional expenses include consulting and professional fees for third-party development resources and software subscriptions. We expect our research and development expenses to gradually decrease as a percentage of revenue.
Contracts in this segment typically range from 12 to 24 months, with billing generally executed on an annual basis. 75 Table of Contents • Media & Telecom (“M&T”): The M&T segment includes revenue from our Entertainment & Monetization use cases, along with the associated professional services.
Contracts in this segment typically range from 12 to 24 months, with billing generally executed on an annual basis. • Media & Telecom : The M&T segment includes revenue from customers using Kaltura to deliver entertainment and streaming use cases to their audiences, along with the associated professional services.
M&T subscription gross profit increased by $0.5 million, or 2%, to $23.8 million for the year ended December 31, 2024, from $23.4 million for the year ended December 31, 2023.
M&T subscription gross profit decreased by $0.3 million, or 1%, to $23.6 million for the year ended December 31, 2025, from $23.8 million for the year ended December 31, 2024.
We expect that our cost of revenue and operating expenses will fluctuate. Key Financial and Operating Metrics We measure our business using both financial and operating metrics. We use these metrics to assess the progress of our business, make decisions on where to allocate capital, time, and technology investments, and assess the near-term and long-term performance of our business.
We use these metrics to assess the progress of our business, make decisions on where to allocate capital, time, and technology investments, and assess the near-term and long-term performance of our business.
On July 22, 2024, we revised the Credit Agreement to modify the definition of “Liquidity” to include certain additional cash and cash equivalents. We were in compliance with these covenants as of December 31, 2024. The Credit Agreement also contains certain customary representations and warranties and affirmative covenants, and certain reporting obligations.
We were in compliance with these covenants as of December 31, 2025. The Credit Agreement also contains certain customary representations and warranties and affirmative covenants, and certain reporting obligations.
Remaining Performance Obligations consists of both deferred revenue and contracted non-cancelable amounts that will be invoiced and recognized in future periods.
Remaining Performance Obligations Remaining Performance Obligations represents the amount of contracted future revenue that has not yet been delivered, including both subscription and professional services revenues. Remaining Performance Obligations consists of both deferred revenue and contracted non-cancelable amounts that will be invoiced and recognized in future periods.
In July 2024, we entered into an amendment to the Credit Agreement with an existing lender, in connection with our Repurchase Program, which updated the aggregate amount of permitted Restricted Payments (as defined in the Credit Agreement, which term includes, among others, the repurchase of the Company’s outstanding common stock) and conditions for making such payments. 88 Table of Contents The amount available for borrowing under the Revolving Credit Facility is limited to a borrowing base, which is equal to the product of (a) 500% (which will automatically reduce to 350% on the date the Term Loan Facility is repaid in full), multiplied by (b) monthly Recurring Revenue for the most recently ended monthly period, multiplied by (c) the Retention Rate (in each case, as defined in the Credit Agreement).
The amount available for borrowing under the Revolving Credit Facility is limited to a borrowing base, which is equal to the product of (a) 500% (which will automatically reduce to 350% on the date the Term Loan Facility is repaid in full), multiplied by (b) monthly Recurring Revenue for the most recently ended monthly period, multiplied by (c) the Retention Rate (in each case, as defined in the Credit Agreement).
Investing Activities Net cash flows used in investing activities increased by $10.8 million to $12.4 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Investing Activities Net cash flows provided by investing activities increased by $21.5 million to $9.1 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
We believe that our net cash provided by operating activities, cash on hand, and availability under our Revolving Credit Facility will be adequate to meet our operating, investing, and financing needs for at least the next 12 months. 87 Table of Contents Our future capital requirements will depend on many factors, including our revenue growth, the timing and extent of investments to support such growth, the expansion of sales and marketing activities, increases in general and administrative costs and many other factors as described under Part I, Item 1A.
Our future capital requirements will depend on many factors, including our revenue growth, the timing and extent of investments to support such growth, the expansion of sales and marketing activities, increases in general and administrative costs and many other factors as described under Part I, Item 1A.
Net cash used in investing activities of $1.6 million for the year ended December 31, 2023 was related to investment in available-for-sale marketable securities of $47.7 million, $2.6 million in capital expenditures, $1.5 million of capitalized internal use software and investment in restricted bank deposits of $1.8 million, partially offset by maturities of available-for-sale marketable securities of $52.0 million.
Net cash provided by investing activities of $9.1 million for the year ended December 31, 2025 was related to maturities of available-for-sale marketable securities of $71.0 million, partially offset by investment in available-for-sale marketable securities of $54.1 million, payments for businesses acquired of $7.1 million and $0.7 million in capital expenditures.
The main drivers of net cash inflows that were derived from the changes in operating assets and liabilities were related to an increase of $5.4 million in accrued expenses and other current liabilities, a decrease in trade receivables of $3.3 million, an increase of $2.7 million in employees and payroll accruals and an increase of $0.5 million in deferred revenue, partially offset by an increase in deferred contract acquisition costs of $7.5 million, an increase of $1 million in prepaid expenses and other current assets and a decrease in trade payables of $0.5 million. 90 Table of Contents Net cash used in operating activities of $8.3 million for the year ended December 31, 2023, was primarily due to $46.4 million in incremental net loss, adjusted for non-cash charges of $45.3 million, and net cash of $6.6 million due to changes in our operating assets and liabilities.
The main drivers of net cash outflows that were derived from the changes in operating assets and liabilities were related to an increase in deferred contract acquisition costs of $5.1 million, an increase of $2.8 million in prepaid expenses and other current assets, a total decrease in employee accruals, accrued expenses, and other liabilities of $1.9 million, a decrease in deferred revenue of a $0.8 million, partially offset by a decrease in trade receivables of a $3.6 million, a net change in operating right-of-use asset and lease liability of $1.5 million and an increase in trade payables of $0.7 million.
During the year ended December 31, 2024, the Company repurchased 2,238,569 shares of common stock at an weighted average price of $1.27 per share (excluding broker and transaction fees of $67,157).
In addition, the Board terminated the 2025 Repurchase Program. During the year ended December 31, 2025, the Company repurchased 19,087,579 shares of common stock at an weighted average price of $1.37 per share (excluding broker and transaction fees of $139).
EE&T professional services gross loss increased by $0.8 million, or 23%, to $4.4 million for the year ended December 31, 2024, from a gross loss of $3.5 million for the year ended December 31, 2023 . 84 Table of Contents Media & Telecom The following table presents our M&T segment revenue and gross profit for the periods indicated: Year Ended December 31, Period-over-Period Change 2024 2023 Dollar Percentage (in thousands, except percentages) Media & Telecom revenue: Subscription $ 43,466 $ 42,150 $ 1,316 3 % Professional services 6,547 7,868 (1,321) (17) % Total Media & Telecom revenue $ 50,013 $ 50,018 $ (5) 0 % Media & Telecom gross profit (loss): Subscription $ 23,845 $ 23,358 $ 487 2 % Professional services (1,667) (2,748) 1,081 (39) % Total Media & Telecom gross profit $ 22,178 $ 20,610 $ 1,568 8 % Media & Telecom Revenue M&T revenue remained unchanged, totaling $50.0 million for both the year ended December 31, 2024 and the year ended December 31, 2023.
The increase was primarily due to a reduction in professional services revenue. 96 Table of Contents Media & Telecom The following table presents our M&T segment revenue and gross profit for the periods indicated: Year Ended December 31, Period-over-Period Change 2025 2024 Dollar Percentage (in thousands, except percentages) Media & Telecom revenue: Subscription $ 41,055 $ 43,466 $ (2,411) (6) % Professional services 5,364 6,547 (1,183) (18) % Total Media & Telecom revenue $ 46,419 $ 50,013 $ (3,594) (7) % Media & Telecom gross profit (loss): Subscription $ 23,581 $ 23,845 $ (264) (1) % Professional services 133 (1,667) 1,800 108 % Total Media & Telecom gross profit $ 23,714 $ 22,178 $ 1,536 7 % Media & Telecom Revenue Total M&T revenue decreased by $3.6 million, or 7% to $46.4 million for the year ended December 31, 2025, from $50.0 million for the year ended December 31, 2024.
Adjusted EBITDA is defined as EBITDA (as defined above), adjusted for the impact of certain non-cash and other items that we believe are not indicative of our core operating performance, such as non-cash stock-based compensation expenses, facility exit and transition costs, restructuring charges, other non-recurring operating expenses and costs related to conflicts in Israel.
Adjusted EBITDA is defined as EBITDA (as defined above), adjusted for the impact of certain non-cash and other items that we believe are not indicative of our core operating performance, such as non-cash stock-based compensation expenses, facility exit and transition costs, war-related expenses, restructuring charges, certain professional consulting and other expenses associated with strategic initiatives and acquisition related expenses. 90 Table of Contents EBITDA and Adjusted EBITDA are supplemental measures of our performance, are not defined by or presented in accordance with GAAP, and should not be considered in isolation or as an alternative to net profit (loss) or any other performance measure prepared in accordance with GAAP.
As video usage continues to accelerate across communication, work, and learning environments, organizations are increasingly deploying sophisticated video solutions to further engage with their customers, partners, and employees.
The platform increasingly incorporates agentic AI-driven capabilities designed to enable more interactive, contextual, and goal-oriented experiences, while maintaining enterprise-grade security, privacy, and governance. As video usage continues to accelerate across communication, work, and learning environments, organizations are increasingly deploying sophisticated video solutions to further engage with their customers, partners, and employees.
The decrease was primarily due to a $0.6 million decrease in other marketing expenses mainly due to improved efficiency in managing the marketing budget and a $0.4 million decrease in travel expenses. 86 Table of Contents General and Administrative Expenses Year Ended December 31, Period-over-Period Change 2024 2023 Dollar Percentage (in thousands, except percentages) Employee compensation $ 32,284 $ 35,871 $ (3,587) (10) % Professional fees and insurance 4,329 4,510 (181) (4) % IT related 2,381 2,278 103 5 % Human resources related 1,328 1,913 (585) (31) % Subcontractors and consultants 1,413 1,074 339 32 % Travel and entertainment 751 741 10 1 % Unused cloud hosting commitment expense 1,312 — 1,312 NM Other 2,211 2,331 (120) (5) % Total general and administrative expenses $ 46,009 $ 48,718 $ (2,709) (6) % General and administrative expenses decreased by $2.7 million or 6% , to $46.0 million for the year ended December 31, 2024, from $48.7 million for the year ended December 31, 2023.
The decrease was primarily due to a $3.2 million decrease in compensation expenses mainly due to lower headcount and full recognition of high fair value RSUs granted in December 2021, which were fully expensed prior to 2025. 98 Table of Contents General and Administrative Expenses Year Ended December 31, Period-over-Period Change 2025 2024 Dollar Percentage (in thousands, except percentages) Employee compensation $ 27,475 $ 32,284 $ (4,809) (15) % Professional fees and insurance 3,940 4,329 (389) (9) % IT related 2,618 2,381 237 10 % Human resources related 1,312 1,328 (16) (1) % Subcontractors and consultants 960 1,413 (453) (32) % Travel and entertainment 782 751 31 4 % Unused cloud hosting commitment expense — 1,312 (1,312) NM Strategic initiatives 1,284 — 1,284 NM Acquisition related expenses 428 — 428 NM Other 2,039 2,211 (172) (8) % Total general and administrative expenses $ 40,838 $ 46,009 $ (5,171) (11) % General and administrative expenses decreased by $5.2 million or 11% , to $40.8 million for the year ended December 31, 2025, from $46.0 million for the year ended December 31, 2024.
Contractual Obligations and Commitments The following table summarizes our contractual obligations and commitments as of December 31, 2024: Payments Due by Period (in thousands) Less than 1 year 1-3 years More than 3 years Debt obligations 1 $ 5,501 $ 31,233 Operating lease obligations 2 3,119 8,301 8,525 Purchase obligations 3 28,727 28,576 Total $ 37,347 $ 68,110 $ 8,525 (1) Represents borrowings outstanding under our Term Loan Facility as of December 31, 2024, together with estimated interest payments thereon based on the interest rates in effect for such indebtedness as of December 31, 2024.
Net cash used in financing activities of $3.5 million for the year ended December 31, 2024 was primarily due to repurchase of common stock of $2.9 million and $2.2 million of loan repayments partially offset by proceeds from the exercise of stock options of $1.6 million. 103 Table of Contents Contractual Obligations and Commitments The following table summarizes our contractual obligations and commitments as of December 31, 2025: Payments Due by Period (in thousands) Less than 1 year 1-3 years More than 3 years Debt obligations 1 $ 31,051 $ — $ — Operating lease obligations 2 3,490 8,451 7,637 Purchase obligations 3 30,466 1,862 — Total $ 65,007 $ 10,313 $ 7,637 (1) Represents borrowings outstanding under our Term Loan Facility as of December 31, 2025, together with estimated interest payments thereon based on the interest rates in effect for such indebtedness as of December 31, 2025.
Our sales typically target medium to large enterprises, educational institutions, technology providers, and media and telecom companies. Our professional services revenue is generally driven by implementation and support services for new and existing customers. We organize our business into two reporting segments: (i) Enterprise, Education, and Technology (“EE&T”); and (ii) Media and Telecom (“M&T”).
Our sales typically target medium to large enterprises, educational institutions, technology providers, and media and telecom companies. In addition, we are expanding our go-to-market approaches to support a wider range of adoption models and customer sizes. Our professional services revenue is generally driven by implementation and support services for new and existing customers.
Our principal sources of liquidity are expected to be our cash on hand and borrowings available under our Revolving Credit Facility. As of December 31, 2024, we had no balance outstanding under the Revolving Credit Facility and the total revolving commitment of $25.0 million is available for future borrowings.
As of December 31, 2025, we had no balance outstanding under the Revolving Credit Facility and the total revolving commitment of $25.0 million is available for future borrowings. 99 Table of Contents We believe that our net cash provided by operating activities, cash on hand, and availability under our Revolving Credit Facility will be adequate to meet our operating, investing, and financing needs for at least the next 12 months.
M&T professional services gross loss decreased by $1.1 million, or 39%, to a gross loss of $1.7 million for the year ended December 31, 2024, from a gross loss of $2.7 million for the year ended December 31, 2023. 85 Table of Contents Operating Expenses Research and Development Expenses Year Ended December 31, Period-over-Period Change 2024 2023 Dollar Percentage (in thousands, except percentages) Employee compensation $ 34,413 $ 36,748 $ (2,335) (6) % Subcontractors and consultants 7,043 6,633 410 6 % IT related 4,847 5,806 (959) (17) % Other 3,127 3,213 (86) (3) % Total research and development expenses $ 49,430 $ 52,400 $ (2,970) (6) % Research and development expenses decreased by $3.0 million, or 6%, to $49.4 million for the year ended December 31, 2024, from $52.4 million for the year ended December 31, 2023.
The increase in professional services gross profit was primarily driven by reductions in headcount and subcontractor costs following organizational changes implemented at the end of 2024 and in August 2025. 97 Table of Contents Operating Expenses Research and Development Expenses Year Ended December 31, Period-over-Period Change 2025 2024 Dollar Percentage (in thousands, except percentages) Employee compensation $ 31,533 $ 34,413 $ (2,880) (8) % Subcontractors and consultants 6,007 7,043 (1,036) (15) % IT related 4,725 4,847 (122) (3) % Other 3,727 3,127 600 19 % Total research and development expenses $ 45,992 $ 49,430 $ (3,438) (7) % Research and development expenses decreased by $3.4 million, or 7%, to $46.0 million for the year ended December 31, 2025, from $49.4 million for the year ended December 31, 2024.
We expect to recognize 58% of our Remaining Performance Obligations as revenue over the next 12 months and the remainder over the next four years.
We expect to recognize 64% of our Remaining Performance Obligations as revenue over the next 12 months and the remainder over the next four years. Non-GAAP Financial Measures In addition to our results determined in accordance with GAAP, we believe that EBITDA and Adjusted EBITDA, non-GAAP financial measures, are useful in evaluating the performance of our business.
EE&T subscription gross profit increased by $6.1 million, or 6%, to $101.3 million for the year ended December 31, 2024, from $95.2 million for the year ended December 31, 2023.
Enterprise, Education & Technology Gross Profit EE&T gross profit increased by $7.0 million, or 7%, to $104.0 million for the year ended December 31, 2025, from $96.9 million for the year ended December 31, 2024.
Sales and Marketing Expenses Year Ended December 31, Period-over-Period Change 2024 2023 Dollar Percentage (in thousands, except percentages) Employee compensation & commission $ 39,182 $ 39,154 $ 28 0 % Marketing expenses 3,366 3,951 (585) (15) % Travel and entertainment 1,123 1,480 (357) (24) % Other 4,095 4,213 (118) (3) % Total sales and marketing expenses $ 47,766 $ 48,798 $ (1,032) (2) % Sales and marketing expenses decreased by $1.0 million, or 2%, to $47.8 million for the year ended December 31, 2024, from $48.8 million for the year ended December 31, 2023.
Sales and Marketing Expenses Year Ended December 31, Period-over-Period Change 2025 2024 Dollar Percentage (in thousands, except percentages) Employee compensation & commission $ 35,943 $ 39,182 $ (3,239) (8) % Subcontractors and consultants 932 685 247 36 % IT related 1,244 1,131 113 10 % Marketing expenses 3,244 3,366 (122) (4) % Travel and entertainment 1,072 1,123 (51) (5) % Other 2,464 2,279 185 8 % Total sales and marketing expenses $ 44,899 $ 47,766 $ (2,867) (6) % Sales and marketing expenses decreased by $2.9 million, or 6%, to $44.9 million for the year ended December 31, 2025, from $47.8 million for the year ended December 31, 2024.
For our M&T segment, gross margins for the years ended December 31, 2024, 2023 and 2022 were 44% (55% for subscription and (25)% for professional services), 41% (55% for subscription and (35)% for professional services) and 48% (63% for subscription and (13)% for professional services), respectively.
For our M&T segment, gross margins for the years ended December 31, 2025, 2024 and 2023 were 51% (57% for subscription and 2% for professional services), 44% (55% for subscription and (25)% for professional services) and 41% (55% for subscription and (35)% for professional services), respectively. 93 Table of Contents Research and Development Our research and development expenses consist primarily of costs incurred for personnel-related expenses for our technical staff, including salaries and other direct personnel-related costs.
We expect our sales and marketing expenses to be relatively stable as a percentage of revenue. General and Administrative Expenses Our general and administrative expenses consist primarily of personnel-related costs for our executive, finance, human resources, information technology, and legal functions, including salaries and other direct personnel-related costs.
General and Administrative Expenses Our general and administrative expenses consist primarily of personnel-related costs for our executive, finance, human resources, information technology, and legal functions, including salaries and other direct personnel-related costs. Additional expenses include costs for other operational and administrative functions, professional fees for external legal, accounting, and consulting services, directors’ and officers’ insurance, and strategic initiatives.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeA hypothetical 10% change in foreign currency exchange rates applicable to our business would have had an impact on our results for the year ended December 31, 2024, of $1.4 million due to NIS (after considering cash-flow hedges) and $5.1 million due to Euros.
Biggest changeA hypothetical 10% change in foreign currency exchange rates applicable to our business would have had an impact on our results for the year ended December 31, 2025, of $1.2 million due to NIS (after considering cash-flow hedges) and $5.3 million due to Euros. 105 Table of Contents Interest Rate Risk As of December 31, 2025, we had outstanding floating rate debt obligations of $29.0 million (consisting of the outstanding principal balance under our credit facilities).
However, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset higher costs through price increases or other corrective measures, and our inability or failure to do so could adversely affect our business, financial condition, and results of operations. 93 Table of Contents
However, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset higher costs through price increases or other corrective measures, and our inability or failure to do so could adversely affect our business, financial condition, and results of operations. 106 Table of Contents
A hypothetical 10% change in interest rates during the periods presented would have resulted in a change to interest expense of $0.3 million for the year ended December 31, 2024.
A hypothetical 10% change in interest rates during the periods presented would have resulted in a change to interest expense of $0.2 million for the year ended December 31, 2025.
We seek to manage exposure to adverse interest rate changes through our normal operating and financing activities. At this time, we do not use derivative instruments to mitigate our interest rate risk.
Accordingly, fluctuations in market interest rates may increase or decrease our interest expense which will, in turn, increase or decrease our net income and cash flow. We seek to manage exposure to adverse interest rate changes through our normal operating and financing activities. At this time, we do not use derivative instruments to mitigate our interest rate risk.
Removed
Interest Rate Risk As of December 31, 2024, we had outstanding floating rate debt obligations of $32.3 million (consisting of the outstanding principal balance under our credit facilities). Accordingly, fluctuations in market interest rates may increase or decrease our interest expense which will, in turn, increase or decrease our net income and cash flow.

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