Allot Ltd 20-F for FY2025
Allot Ltd. (ALLT)
20-F
2026-03-26
For: 2025-12-31
View Original
Added on
April 10, 2026
About this 20-F
Allot Ltd filed this 20-F on March 26, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $101.99M
- up 10.6% from $92.2M a year earlier
- Net income
- $3.71M
- compared with a net loss of $5.87M a year earlier
- Diluted EPS
- $0.08
- compared with -$0.15 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31 , 2025
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of event requiring this shell company report..........................................
For the transition period from ____________ to ____________
Commission File Number 001-33129
(Exact Name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
VP Legal Affairs & General Counsel
Allot Ltd
Tel/Fax: +972 (9) 762-8419
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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The
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Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or ordinary shares as of December 31, 2025:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐ No ☒
Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Non-accelerated filer ☐
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Emerging growth company
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on the attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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International Financial Reporting
Standards as issued by the
International Accounting Standards Board ☐
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Other ☐
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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
2
TABLE OF CONTENTS
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A. [Reserved] |
6 |
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B. Capitalization and Indebtedness |
6 |
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C. Reasons for Offer and Use of Proceeds
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6 |
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D. Risk Factors |
6 |
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A. History and Development of Allot
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32 |
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B. Business Overview |
33 |
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C. Organizational Structure |
44 |
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D. Property, Plant and Equipment |
44 |
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A. Operating Results |
45 |
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B. Liquidity and Capital Resources |
52 |
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C. Research and Development, Patents and Licenses
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54 |
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D. Trend Information |
55 |
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E. Critical Accounting Estimates |
55 |
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A. Directors and Senior Management |
57 |
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B. Compensation of Officers and Directors
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60 |
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C. Board Practices |
64 |
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D. Employees* |
70 |
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E. Share Ownership |
71 |
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A. Major Shareholders |
73 |
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B. Related Party Transactions |
74 |
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C. Interests of Experts and Counsel
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A. Consolidated Financial Statements and Other
Financial Information. |
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B. Significant Changes |
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A. Share Capital |
76 |
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B. Memorandum and Articles of Association
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C. Material Contracts |
81 |
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D. Exchange Controls |
81 |
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E. Taxation |
81 |
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F. Dividends and Paying Agents |
93 |
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G. Statement by Experts |
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H. Documents on Display |
93 |
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I. Subsidiary Information |
93 |
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3
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A. Material Modifications to the Rights of
Security Holders |
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B. Use of Proceeds |
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4
PRELIMINARY NOTES
Terms
As used herein, and unless the context suggests otherwise, the terms “Allot,”
“Company,” “we,” “us” or “ours” refer to Allot Ltd.
Cautionary Note Regarding Forward-Looking Statements
In addition to historical facts, this annual report on Form 20-F contains forward-looking
statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), Section
21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current expectations and projections
about future events. Forward-looking statements include information concerning our possible or assumed future results of operations, business
strategies, financing plans, competitive position, industry environment, potential growth opportunities, potential market opportunities
and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified
by terms such as “anticipates,” “believes,” “could,” “seeks,” “estimates,”
“expects,” “intends,” “may,” “plans,” “potential,” “predicts,”
“projects,” “should,” “will,” “forecast,” “would” or similar expressions that
convey uncertainty of future events or outcomes and the negatives of those terms. These statements include but are not limited to:
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statements regarding competitive pressures; |
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statements regarding expected revenue growth and profitability; |
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statements regarding future expansion of and strategy for our SECaaS business; |
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statements regarding expected tax benefits; |
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statements regarding new market and technology trends, including the need to manage mobile network traffic and cloud computing, among
others; |
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statements regarding our ability to develop technologies to meet our customer demands and expand our product and service offerings,
including introducing innovative products; |
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statements regarding artificial intelligence and its use; |
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statements regarding the acceptance and growth of our services by our customers; |
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statements regarding the expected growth in the use of particular broadband applications; |
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statements as to our ability to meet anticipated cash needs based on our current business plan; |
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statements as to the impact of the rate of inflation, tariffs (and related retaliatory measures) and the global and local political
and security situation on our business; |
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statements regarding the price and market liquidity of our ordinary shares; |
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statements as to our ability to retain our current suppliers and subcontractors; and |
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statements regarding our future performance, sales, gross margins, expenses (including share-based compensation expenses) and cost
of revenues. |
5
These statements may be found in the sections of this annual report on Form 20-F entitled
“ITEM 3: Key Information-Risk Factors,” “ITEM 4: Information on Allot,” “ITEM 5: Operating and Financial
Review and Prospects,” “ITEM 10: Additional Information-Taxation-United States Federal Income Taxation-Passive Foreign Investment
Company Considerations” and elsewhere in this annual report, including the section of this annual report entitled “ITEM 4:
Information on Allot-Business Overview-Overview” and “ITEM 4: Information on Allot-Business Overview-Industry Background,”
which contain information obtained from independent industry sources. Actual results could differ materially from those anticipated in
these forward-looking statements due to various factors, including all the risks discussed in “ITEM 3: Key Information-Risk Factors”
and elsewhere in this annual report.
All forward-looking statements in this annual report reflect our current views about
future events and are based on assumptions and are subject to risks and uncertainties that could cause our actual results to differ materially
from future results expressed or implied by the forward-looking statements. Many of these factors are beyond our ability to control or
predict. You should not put undue reliance on any forward-looking statements. Unless we are required to do so under U.S. federal securities
laws or other applicable laws, we do not intend to update or revise any forward-looking statements.
PART I
ITEM 1: Identity of Directors, Senior Management
and Advisers
Not applicable.
ITEM 2: Offer Statistics and Expected Timetable
Not applicable.
ITEM 3: Key Information
A. [Reserved]
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for Offer and Use of Proceeds
Not applicable.
D. Risk Factors
Summary of Risk Factors
Our business involves a high degree of risk. You should consider
carefully the risks and uncertainties described below, together with the financial and other information contained in this annual report
and our other filings with the U.S. Securities and Exchange Commission (the “SEC”). If any of the following risks actually
occur, our business, financial condition and results of operations would suffer. In this case, the trading price of our ordinary shares
would likely decline and you might lose all or part of your investment. This report also contains forward-looking statements that involve
risks and uncertainties. Our results of operations could materially differ from those anticipated in these forward-looking statements,
as a result of certain factors including the risks described below and elsewhere in this report and our other filings with the SEC. These
risks are not the only ones we face. Additional risks that we currently do not know about or that we currently believe to be immaterial
may also impair our business operations.
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Below is a high-level overview of the risks that we and those
in our industry face, and is intended to enhance the readability and accessibility of our disclosures. These risks include, but are not
limited to:
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general economic and business conditions, including fluctuations of interest and inflation rates and the impact of tariffs (and related
retaliatory measures), which may affect demand for our technology and solutions; |
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the effects of fluctuations in currency on our results of operation and financial condition; |
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our ability to achieve and maintain profitability, such as through keeping pace with advances in technology and achieving market
acceptance and increasing the functionality of our products and offering additional features and products; |
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the impact of the telco operator’s Go To Market strategy and implementation efforts, on the success of a “as a Service”
deals of our Security-as-a-service (“SECaaS”) and other Solutions; |
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our reliance on our network intelligence solutions for significant revenues; |
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impacts to our revenues and operational risk as a result of making sales to large service providers; |
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technological risks, including network encryption, live network failures and software or hardware errors; |
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our ability to retain and recruit key personnel and maintain satisfactory labor relations; |
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our dependence on third parties for products and solutions that make up a material portion of our business; |
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the ability of our suppliers to provide, or refusal of our customers to implement, the single or limited sources from which certain
hardware and software components for our products are made; |
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sales disruptions or costs arising from a loss of rights to use the third-party solutions we integrate with our products; |
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our ability to execute our “Cyber Security-first” strategy and increase sales of Allot security products; |
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the impacts of new market and technology trends on our enterprise market; |
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our ability to comply with international regulatory regimes wherever we conduct business, including governmental requirements and
initiatives related to the telecommunication industry and data privacy; |
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potential misuse of our products by Communication Service Providers, governmental or law enforcement customers; |
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risks related to our proprietary rights and information, including our ability to protect the intellectual property embodied in our
technology, to defend against third-party infringement claims, and protect our IT systems from disruptions; |
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risks related to our ordinary shares, including volatile share prices and tax consequences for U.S. shareholders; |
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our status as a foreign private issuer and related exemptions with respect thereto; |
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exposure to unexpected or uncertain tax liabilities or consequences as a result of changes to fiscal and tax policies; |
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conditions and requirements as a result of being incorporated in Israel, including economic volatility and obligations to perform
military service; |
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costs and business impacts of complying with the requirements of the Israeli and foreign country governments as well as international
organizations who provide us with grants for research and development expenditures; |
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costs and business impacts of litigation and other legal and regulatory proceedings encountered in the course of business;
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costs and business impacts of increasing prices of 3rd
party Commercial Off-The-Shelf (COTS) hardware, which is embedded in Allot solutions; |
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competition coming from new entrants and startup companies to the market relying deeply on AI technologies; |
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our ability to successfully identify, manage and integrate acquisitions; and |
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other factors as described in the section below. |
7
Economic and External Risks
Our international operations expose
us to the risk of fluctuations in currency exchange rates.
Our revenues are generated primarily in U.S. dollars and a major portion of our expenses
are denominated in U.S. dollars. As a result, we consider the U.S. dollar to be our functional currency. A significant portion of our
revenues are also generated in Euros. Other significant portions of our expenses are denominated in Israeli shekel (ILS) and, to a lesser
extent, in Euros and other currencies. Our ILS-denominated expenses consist principally of salaries and related personnel expenses. We
anticipate that a material portion of our expenses will continue to be denominated in ILS. In the past years, we have experienced material
fluctuations between the ILS and the U.S. dollar and we anticipate that the ILS will continue to fluctuate against the U.S dollar in the
future. In 2025, the ILS appreciated by approximately 14% against the U.S. dollar, and during the beginning of 2026 has continued to appreciate
materially against the U.S. dollar, while in 2024 the ILS depreciated by approximately 1% against the U.S. dollar. In 2025, the Euro appreciated
by approximately 13% against the U.S. dollar, and in 2024 the Euro depreciated by approximately 6% against the U.S. dollar. As the U.S
dollar weakens against the ILS, we are exposed to negative impact on our results of operations, since a significant portion of our expenses
(particularly salaries and other employee-related costs) are denominated in ILS. Moreover, if the U.S. dollar strengthens against the
Euro, our results of operations generated by revenue in the EUR may be negatively impacted.
We translate sales and other results denominated in foreign currency into U.S. dollars
for our financial statements. During periods of a strengthening dollar, our reported international sales and earnings have been, and could
continue to be, reduced because foreign currencies may translate into fewer U.S. dollars.
We use derivative financial instruments, such as foreign exchange forward contracts,
in an effort to mitigate the risk of changes in foreign exchange rates on forecasted cash flows. We may not purchase derivative instruments
adequately to insulate ourselves from foreign currency exchange risks. Volatility in the foreign currency markets may make hedging our
foreign currency exposures challenging. In addition, because a portion of our revenue is not earned in U.S. dollars, fluctuations in exchange
rates between the U.S. dollar and the currencies in which such revenue is earned may have a material adverse effect on our results of
operations and financial condition. We could be adversely affected when the U.S. dollar strengthens relative to the local currency between
the time of a sale and the time we receive payment, which would be collected in the devalued local currency. Accordingly, if there is
an adverse movement in one or more exchange rates, we might suffer significant losses and our results of operations may otherwise be adversely
affected. Uncertainty in global market conditions has resulted in and may continue to cause significant volatility in foreign currency
exchange rates which could increase these risks. As our international operations expand, our exposure to these risks also increases.
The invasion of Ukraine by Russia, and the
related disruptions to the global economy and financial markets, has affected and could continue to adversely affect our operations with
our service provider in Poland, as well as our business, financial condition and results of operations as a whole.
In response to the conflict, the United States, the European Union, Japan and the
United Kingdom, among others, have announced targeted economic sanctions on Russia, the regions of Donetsk and Luhansk, certain Russian
citizens and enterprises, including financial measures such as freezing Russia’s central bank assets and limiting its ability to
access its dollar reserves. The continuation of the conflict may trigger a series of additional economic and other sanctions enacted by
the United States and other countries, as well as counter responses by the governments of Russia or other jurisdictions, which could adversely
affect the global financial markets generally, levels of economic activity, and increase financial markets volatility. The potential impact
of bans, sanction programs and boycotts on our business is uncertain at the current time due to the fluid nature of the military conflict
and international responses to it, but it could result in a material adverse effect on our business, financial condition, and results
of operations. In addition, the potential impacts include supply chain and logistics disruptions, financial impacts including volatility
in commodity prices, foreign exchange rates and interest rates, inflationary pressures on raw materials and energy, heightened cybersecurity
threats and other restrictions.
8
Risks Related to our Business and Results of Operations
Our future growth and prospects depend significantly
on our ability to grow revenues from the recurring revenue deals such as “Security-as-a-service” (SECaaS) and other “as
a Service” offerings.
We generated 26% of our revenues in 2025, 18% of our revenues in 2024 and 11% of our
revenues in 2023 from our SECaaS offering. While we continue to forecast significant future expansion of our SECaas business, the growth
of our SECaaS recurring revenue model has been slower than originally anticipated. We will need to expand the number of recurring security
revenue deals and the end user penetration within existing customers to achieve the goals that we have set for our business. This will
involve a number of steps. Initially, we need to persuade Communication Service Providers (CSPs) as to the benefits that Allot Secure
can offer them in terms of driving additional revenue. Those CSPs, with our support, will then need to persuade their customers, consumers
and small and medium-sized businesses, to subscribe for security services. We expect that we will need to demonstrate the value that our
services offer and add new features to both (i) retain customers in the face of competition and (ii) to capitalize on opportunities where
CSPs currently using our competitors’ products are considering a change. We face significant challenges in growing our security
business and our failure to do so would adversely impact our future growth and prospects.
Our revenues and business may be adversely
affected if we do not effectively compete in the markets in which we operate, or expand into new markets.
We compete against large companies in a rapidly evolving and highly competitive sector
of the networking technology and security markets, which offer, or may offer in the future, competing technologies, including partial
or alternative solutions to operators’ and enterprises’ challenges, and which, similarly to us, intensely pursue the largest
service providers (referred to as Tier 1 operators) as well as large enterprises. Our ability to compete effectively in these markets
may be limited since our competitors may have greater financial resources, significant market share and established relationships with
operators and distribution channels.
Our Deep Network Inspection (DNI) technology enabled offerings face significant competition
from router and switch infrastructure companies that integrate functionalities into their platforms, addressing some of the same types
of issues that our products are designed to address.
Our security products are offered to operators and are deployed in their networks,
enabling them to provide security services to their end customers. Such products face significant competition from the established security
companies that directly offer to end customers security applications to be installed on their devices; companies that approach that directly
offer cloud security products to the business enterprise sector through distribution channels; companies that offer their products through
operators in that or another business model; and companies that offer security products bundled with other products. By offering our security
products to operators that provide security services to both business enterprises and individual end customers, we aim to expand the reach
of our products. However, this business model may prove to be slower to market or less effective than our competitors’ models, in
which case our business and growth prospects may be harmed. In addition, as we introduce new solutions for this product line, strong competition
from established vendors may require higher investments than anticipated and may cause us to lose focus on products that currently comprise
a big portion of our revenues.
Certain of our current direct competitors are substantially larger than we are and
have significantly greater financial, sales and marketing, technical, manufacturing and other resources. As the intelligent broadband
solutions market has grown, including the markets for DNI enabled solutions for mobile networks and for security products, new competitors
have entered and may continue to enter the market. This competition has contributed to slowing growth of network intelligence bids for
CSPs. Furthermore, our market is subject to industry consolidation, as companies attempt to maintain or strengthen their positions in
our evolving industry. Some of our current and potential competitors have made acquisitions or have announced new strategic alliances
designed to position them to provide many of the same products and services that we provide to both the service provider and enterprise
markets.
9
In addition, the emergence of new market entrants leveraging advanced Artificial Intelligence
technologies may disrupt certain use cases and customer segments, potentially challenging our competitive position and impacting demand
for our solutions.
If our competitors announce new products, services or enhancements that better meet
the needs of customers or changing industry requirements, offer alternative methods to achieve customer objectives or implement faster
go to market strategies, if our business model proves less effective than those of our competitors, if new competitors enter the market,
or if industry consolidation results in stronger competitors with wider range of product offerings and greater financial resources, our
ability to effectively compete may be harmed, which could have a material adverse effect on our business, financial condition or results
of operations.
In addition to enhancing our presence in existing markets, we will need to continue
to expand our global reach to enter new markets and build local delivery and support teams to serve customers in new territories.
Our revenues and business will be harmed if
we do not keep pace with changes in broadband applications, network security threats and with advances in technology, or if we do not
achieve widespread market acceptance, including through significant investments.
We will need to invest heavily in the continued development of our technology in order
to keep pace with rapid changes in applications, increased broadband network speeds, network security threats and with our competitors’
efforts to advance their technology. Our ability to develop and deliver effective product offerings depends on many factors, including
identifying our customers’ needs, technical implementation of new services and integration of our products with our customers’
existing network infrastructure. While we plan to continue introducing innovative products, we cannot provide any assurance that new products
we introduce will achieve the level of market acceptance that we target. Designers of broadband applications and distributors of various
network security threats that our products identify, manage or mitigate are using increasingly sophisticated methods to avoid detection
and management and/or mitigation by network operators.
Additionally, the emergence of Artificial Intelligence enabled security threats—such
as automated malware generation, adaptive phishing campaigns, deep fake driven fraud, and AI orchestrated largescale attacks—may
significantly increase the speed, volume and sophistication of cyberattacks. These developments may outpace our defensive capabilities,
require rapid and substantial investment in new technologies, and reduce the effectiveness of our existing solutions, which could materially
adversely impact our business and competitive position.
Even if our products successfully identify a particular application, it is sometimes
necessary to distinguish between different types of traffic belonging to a single application. Accordingly, we face significant challenges
in ensuring that we identify new applications and new versions of current applications as they are introduced, without impacting network
performance, especially as networks become faster. This challenge is increased as we seek to expand sales of our products to new geographic
territories because the applications vary from country to country and region to region.
The network equipment market is characterized by rapid technological progress, frequent
new product introductions, changes in customer requirements and evolving industry standards. To compete, we need to achieve widespread
market acceptance. Alternative technologies could achieve widespread market acceptance and displace the technology on which we have based
our product architecture. Our business and revenues will be adversely affected if we fail to develop enhancements to our products, in
order to keep pace with changes in broadband applications, network security threats and advances in technology. We can give no assurance
that our technological approach will achieve broad market acceptance or that other technology or devices will not supersede our technology
and products.
10
Additionally, as the adoption of 5G continues to expand, we will need to adapt the
functionality of our products to comply with the design and standards prescribed by the 3rd Generation Partnership Project (the 3GPP Organization),
which is responsible for the industry standardization effort and requires significant investment. Our business may be affected if we are
unable to adapt our existing products in a quick and timely manner or successfully develop and introduce solutions supporting 5G networks.
In addition, in 4G/LTE networks, Allot provides a Traffic Detection Function (TDF) element of the core network. According to the recent
network design specifications, published by the 3GPP Organization, in 5G networks this TDF function will be merged with the User Plane
Function (UPF), which is provided by major NEP (Network Equipment Provider) competitors. This change in network architecture may jeopardize
Allot’s ability to sell a standalone TDF function, which may have a material adverse impact on our business and financial results.
We have a history of losses and may not be
able to achieve or maintain profitability in the future.
We have a history of net losses in the last ten years. We had a net income of $3.7
million in 2025 and net loss of $5.9 million in 2024. In the future, we intend to continue to invest in research and development and sales
and marketing, which we believe will contribute to our future growth. We can provide no assurance that we will be able to achieve or maintain
profitability, and we may incur losses in the future if we do not generate sufficient revenues.
Our inability to maintain operating discipline and cost efficiencies
could adversely affect our business and financial condition.
We have implemented operational improvements and cost efficiency measures that have
stabilized our cost structure. However, we may not be able to sustain these improvements or realize additional operational efficiencies
in the future due to unforeseen difficulties, market conditions, or unexpected costs. If we are unable to maintain our current level of
operational efficiency and cost discipline, our operating results and financial condition would be adversely affected.
While we have achieved greater stability in our operations and workforce, we cannot
guarantee that future business conditions will not require additional cost reduction measures, including potential workforce adjustments.
Any future workforce reductions or significant cost cutting measures could yield unanticipated consequences, such as adversely impacting
our ability to perform our contractual obligations in a timely manner and at the required level of quality, attrition beyond planned reductions,
increased difficulties in our day-to-day operations, and reduced employee morale. Additionally, such measures could make it difficult
for us to pursue new opportunities and initiatives, potentially requiring us to hire qualified personnel and incur additional costs and
expenses.
Furthermore, competitive pressures or changes in market conditions may require us
to increase investments in certain areas of our business even while maintaining overall cost discipline, and we may be unsuccessful in
balancing these competing demands. Our failure to successfully maintain operational discipline while positioning ourselves for growth
may have a material adverse impact on our business, financial condition, and results of operations.
Our revenues and business from the enterprise
market may be adversely affected by new market and technology trends, including public cloud adoption and the transition to 5G networks.
Our business from the enterprise market depends on new market and technology trends.
For example, some enterprises are implementing a new network architecture, transitioning their datacenter infrastructure to public clouds
(such as AWS, Azure, and Google), in which most of the data traffic is sent directly to and from the public cloud. In such designs, Allot’s
products deployed at the central location of the enterprise datacenter will have less traffic capacity to manage and will provide only
partial visibility into the enterprise’s traffic. This may erode the value provided by Allot’s solutions and reduce the amount
of revenues derived from the enterprise market. Additionally, some enterprises might decide to outsource their network operation to a
public cloud, which would diminish the need for Allot’s products. Due to these factors, we do not anticipate additional growth in
the enterprise market.
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In addition, our efforts to penetrate the public cloud market with new products may
fail, and such products may not generate sufficient revenues to justify our investment. We are investing resources in the development
and introduction of new products designed for deployment in public cloud environments. However, the public cloud market is highly competitive,
rapidly evolving and dominated by large incumbents with significant technological, financial and go-to-market advantages. Our ability
to succeed in this market depends on accurately identifying customer needs, developing differentiated capabilities, achieving technical
integration with major cloud platforms, and establishing effective sales channels. There is no assurance that our new cloud-focused offerings
will gain market acceptance or meaningfully differentiate themselves from competing solutions. In addition, customers may be slow to adopt
our cloud-based products, may prefer native cloud provider tools, or may require features and integrations that we are unable to provide
in a timely or cost effective manner. As a result, our cloud initiatives may not generate the level of revenue we expect, may require
additional ongoing investment, and could ultimately fail to achieve commercial viability, which would adversely affect our growth prospects
and financial performance.
Our revenues and business may be adversely
affected due to decline in revenues and profits of CSPs.
A substantial amount of our revenues are currently generated from CSPs. Many of these
CSPs are facing declining revenues and profits due to commoditization of the voice and data services they provide and limited success
in introduction of the new services for the consumers. In addition, many CSPs are seeing a rise in operational expenses due to the global
energy crisis, which may affect their budget allocation for new projects. This might impact their ability to continue to purchase our
products and services for the prices we charge or will be unable to purchase these products and services entirely. The outcome of such
could result in a decline in our revenues and profits and adversely affect our business.
The growth of aging receivables and a deterioration
in the collectability of these accounts could materially and adversely affect our results of operations.
We provide for doubtful debts principally based upon the aging of accounts receivable,
in addition to the collectability of specific customer accounts, our history of doubtful debts, and the general condition of the industry.
In 2023, we booked a credit loss of $23 million related to sales that we made to resellers in Africa and a customer in America. Most of
the revenue related to those sales was recognized in 2022. Recognition of the credit losses in 2023 adversely impacted our results of
operations and share price and any such outcome with respect to our currently past-due receivables could have a similar material adverse
impact on us. During 2024, we adopted new credit limit procedures and, in 2025 and 2024, we recorded a $0.1 and $0.2 million doubtful
debt provision, respectively.
We depend on our network intelligence solutions
for the substantial majority of our revenues.
In the past few years, we have increased sales of our security products. However,
sales of our network intelligence solutions, which provide service providers and governmental customers with visibility and control of
their networks, continue to account for a major portion of our revenues, and accounted for 63% of our total revenue in 2025. If we are
unable to increase these sales, or compensate for them by sales of security products, our business will suffer. In addition, service providers
may choose embedded or integrated solutions using routers and switches from larger networking vendors over a standalone solution that
we offer. Any factor adversely affecting our ability to sell, or the pricing of or demand for, our network intelligence solutions would
severely harm our ability to generate revenues and could have a material adverse effect on our business.
We depend on one or more significant customers
and the loss of any such significant customer or a significant decrease in business from any such customer could harm our results of operations.
In 2025, our ten largest customers accounted for 40.7% of our total revenues. In 2024,
our ten largest customers accounted for 42.7% of our total revenues. The loss of any significant customer or a significant decrease in
business from any such customer could have a material adverse effect on our revenues, results of operations and financial condition.
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Sales of our products to large service providers
can involve a lengthy sales cycle, which may impact the timing of our revenues and result in us expending significant resources without
making any sales.
We may incur significant expenses without generating any sales. Our management
views realization of revenue from signed contracts as a primary challenge for our current business model and failure to do so could adversely
affect our profitability.
As of 2025, our primary sales strategy is to target large, strategic accounts, while
implementing minimum revenue thresholds or customer assurances for our small to medium sized accounts. While we believe this strategy
will generate greater revenue and help us achieve profitability sooner, it may decrease our market share. Additionally, there is inherent
risk in implementing a new business plan successfully. If we are unable to secure large, strategic accounts, the economic harm to our
business will be exacerbated due to this strategic shift.
Our sales cycles to large service providers, including carriers, mobile operators
and cable operators, are generally lengthy because these end-customers consider our products to be critical equipment and undertake significant
testing to assess the performance of our products within their networks. Furthermore, many of our product and service arrangements
with our customers provide that the final acceptance of a product or service may be specified by the customer. As a result, we often invest
significant time from initial contact with a large service provider until it decides to incorporate our products into its network, and
we may not be able to recognize the revenue from a customer until the acceptance criteria have been satisfied. We have in the past, and
may in the future, cancelled certain contracts that we later anticipate are unlikely to launch projects and generate revenues.
The complexity and scope of the solutions we
provide to larger service providers are increasing, and such larger projects entail greater operational risk and an increased chance of
failure.
The complexity and scope of the solutions and services we provide to larger service
providers are increasing. The larger and more complex such projects are, the greater the operational risks associated with them. These
risks include, but are not limited to, the failure to meet all the requirements of service providers, the failure to fully integrate our
products into the service provider’s network or with third-party products, our dependence on subcontractors and partners and on
effective cooperation with third-party vendors for the successful and timely completion of such projects. If we encounter any of these
risks, we may incur higher costs in order to complete the project and may be subject to contractual penalties resulting in lower profitability.
In addition, the project may demand more of our management’s time than was originally planned, and our reputation may be adversely
impacted.
Our business and revenues may be adversely
affected if consumer security services provided through CSP become commoditized and market pricing declines.
The market for consumer‑focused cybersecurity services in some geographies is becoming increasingly crowded, with many vendors offering low‑cost or bundled security solutions. As price competition intensifies, particularly from large platform providers and mobile or fixed broadband operators that bundle security features at little or no incremental cost, CSP and consumer expectations regarding pricing may shift. Such commoditization could pressure us to reduce prices for our own security offerings, negatively impacting our margins and overall revenue generation. In addition, consumers may perceive basic protection as a standard feature rather than a premium service, reducing their willingness to pay for enhanced or differentiated capabilities. If we are unable to counter these pricing pressures through innovation, value‑added features, or effective go‑to‑market strategies with our operator partners, our revenues and business could be materially adversely affected.
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Our business and revenues may be adversely
affected if large enterprise security providers expand into the consumer and SMB segments.
Large enterprise cybersecurity vendors may decide to adapt their product for targeting consumers and SMBs segments. Their strong brands, extensive threat‑intelligence capabilities, and significant R&D and marketing resources could enable them to compete more effectively on price, features, or scale. This may reduce differentiation for our network‑based security solutions and limit our ability to win new deployments with CSPs. If we cannot compete successfully against these larger vendors, our business, growth prospects and revenues could be materially adversely affected.
Risks Related to Our Technology and Products
Our technology faces challenges due to increased
network encryption.
Our DNI, analytics and security products rely on the ability to read, understand and
analyze the nature of Internet traffic. Due to an increase in network encryption, including the meta-data of the network data packets,
our ability to read, understand and analyze the traffic transmitted becomes impaired and may reduce or eliminate our ability to provide
our customers with the classification and categorization of the traffic and the necessary tools, capabilities and values that they might
require. We will need to continuously invest research and development resources into this domain so that similar value can be provided
to the customers; however, we cannot guarantee success of these activities.
We need to continue to increase the functionality
of our products and offer additional features and products to maintain or increase our profitability.
The commoditization of DNI technology and the introduction of competitive features
and services may result in a decrease of the average sale prices of our DNI technology enabled products.
The market in which we operate is highly competitive and unless we continue to enhance
the functionality of our products, add additional features and offer additional products, our competitiveness may be harmed.
We seek to offset this risk by enhancing our products by offering higher system speeds,
additional features, such as advanced Quality of Experience (QoE) management functionality, and support for additional applications and
enhanced reporting tools. We also continuously endeavor to ensure our solutions comply with contemporary network and software architectures
such as, but not limited to, virtualized network services (NFV), containerized deployments and 5G networks compliance.
Our products offer customers additional tools to increase the efficiency of their
networks or to help them offer additional services to their end customers and derive additional revenues from their end customers. The
industry and market for our products are still developing and are affected, among others, by trends and changes in internet broadband
traffic, including changes in methods used by various content providers and broadband applications and evolution of network security threats.
We cannot provide any assurance that demand for our additional features and products
will continue or grow, or that we will be able to generate revenues from such sales at the levels we anticipate or at all. Any inability
to sell or maintain our additional features and products may lead to commercial disputes with our customers and increased spending on
technical solutions, any of which may negatively impact our results of operations.
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A failure of our products may adversely affect
the operation of our customers’ live networks or the quality and scope of service to our customers and their end users, including,
specifically with regard to security protection which could materially harm our reputation, brand position, and financial condition.
Our products are, generally, installed in line as part of our customers’ networks
and provide a wide range of services that our customers may offer to their own customers. We endeavor to avoid any interruption to the
regular operation of our customers’ networks, any reduction of quality of services or failure to provide the quality and/or scope
of services to users, including, by performing certain tasks during predetermined maintenance windows, and implementing a system bypass,
in the event of malfunctions. In addition, we offer security protection services offered by our customers to their end users at a certain
level and terms of performance. However, in certain cases, a failure of our products or failure of our products to perform in accordance
with the performance levels to which we may be committed, may result in our customers experiencing total or partial network unavailability,
loss of functionality, denial of service and access, interruption of live traffic on our customers’ networks, loss of security protection
or inability to provide similar services to our customers’ end users. Such failure of our products, may cause disputes with our
customers, adversely affect our reputation, lead to loss of revenues and potential legal exposure.
Our products are highly technical and any undetected
software or hardware errors in our products could have a material adverse effect on our operating results.
Our products are complex and are incorporated into broadband networks, which are a
major source of revenue for service providers and support critical applications for subscribers and enterprises. Due to the highly technical
nature of our products and variations among customers’ network environments, we may not detect product defects until our products
have been fully deployed in our customers’ networks. Regardless of whether warranty coverage exists for a product, we may be required
to dedicate significant technical resources to repair any defects. If we encounter significant errors, we could experience, among other
things, loss of major customers, cancellation of orders, increased costs, delay in recognizing revenues and damage to our reputation.
We could also face claims for product liability, tort or breach of warranty. Defending a lawsuit, regardless of its merit, is costly and
may divert management’s attention. In addition, if our business liability insurance is inadequate or future coverage is unavailable
on acceptable terms or at all, our financial condition could be harmed.
Demand for our DNI technology enabled products
depends, in part, on the rate of adoption of bandwidth-intensive broadband applications, and the impact multiple applications may have
on network speed.
Our DNI technology enabled products are used by service providers and enterprises
to monitor and manage bandwidth-intensive applications that cause congestion in broadband networks and impact the quality of experience
for users. Demand for our products is driven particularly by growth in applications, which are highly sensitive to network delays and
therefore require efficient network management. If the rapid growth in the adoption of such applications does not continue, the demand
for our products may be adversely impacted.
Demand for our security products depends, in
part, on continued evolution of on-line threats as well as on operators’ interest in providing security services to their end customers.
Our security products are used by service providers to offer security services to
their end customers, comprising both business enterprises as well as individual end customers. The demand for these services depends highly
on continued evolution and increase of online threats. In the event that such threats decrease, that end customers are unwilling to incur
the costs of security services and/or that ISPs do not continue to pursue security services to their end customers as a revenue source,
demand for our security products may be materially adversely impacted.
Issues in the use of artificial intelligence
(“AI”) (including machine learning) in our products may result in reputational harm, liability or impact our financial results.
We have integrated a range of AI-powered features and capabilities into our Allot
Secure Management (ASM) and Allot Secure Cloud products. Failing to adopt such capabilities effectively may harm our ability to effectively
compete in the market. At the same time, AI presents risks and challenges that could affect its further development, adoption, and use,
and therefore our business, products, services and revenues. AI algorithms may be flawed and may present risks due to a lack of back-testing.
Datasets in AI training, development and/or operations may be insufficient, of poor quality, or embed unwanted forms of bias. Outputs
of AI systems may include hallucinations, bias or other forms of discrimination. Inappropriate or controversial data practices by, or
practices reflecting inherent biases of, data scientists, engineers, and end-users of our systems could impair the acceptance of AI enhanced
solutions. If the recommendations, forecasts, or analyses that AI-powered applications assist in producing are deficient or inaccurate,
we could be subjected to competitive harm, potential legal liability, and brand or reputational harm. Some AI scenarios present ethical
issues, for example, due to unintentional biases that may stem from the predictive nature of AI algorithms, and we may enable or offer
solutions that draw controversy due to their perceived and actual impact on society. We could suffer reputational or competitive damage
as a result of any inconsistencies in the application of the technology or ethical concerns, all of which may generate negative publicity.
We could also face regulatory or legal scrutiny, such as a result of potential procedural due process claims stemming from the use of
the technology. We may not be successful in our AI initiatives, which could adversely affect our business, reputation, or financial results.
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The regulatory framework for AI is rapidly evolving as many federal, state, and foreign
government bodies and agencies have introduced or are currently considering additional laws and regulations such as the EU Artificial
Intelligence Act in Europe and regulations under the California Consumer Privacy Act in the United States. See “ITEM 4B: Business
Overview – Government Regulation – AI”. Such additional regulations may impact our ability to develop, use and commercialize
AI technologies in the future. Additionally, existing laws and regulations may be interpreted in ways that may affect our use of AI. As
a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot
yet determine the impact future laws, regulations, standards, or market perception of their requirements may have on our business, and
we may not always be able to anticipate how to respond to these laws or regulations.
Uncertainty around new and evolving AI regulations and uses may require significant,
additional investment to develop models and responsible-use frameworks. We may in the future experience challenges accessing AI models,
datasets or hardware. Developing, testing and deploying AI systems may increase the cost of our offerings, including due to the nature
of the computing costs involved in such systems. These costs could adversely impact our margins as we continue to make significant investments
in AI development, add AI capabilities to our offerings, and scale our AI offerings, without assurance that our customers and users will
adopt them.
Additionally, concerns, skepticism, and potential misconceptions among customers,
regulators and judicial systems regarding the use of AI and compliance with evolving AI regulations, particularly in relation to the responsible
and ethical use of AI in the law enforcement sector, may impact adoption rates, create legal and reputational risks, and necessitate the
implementation of additional compliance measures. Further, as with any new offerings based on new technologies, consumer reception and
monetization pathways are uncertain, our strategies may not be successful, and our business and financial results could be adversely impacted.
New AI offerings and technologies could modify workforce needs, result in negative publicity about AI, and decrease demand for our existing
products, services and solutions, all of which could adversely impact our business.
Compliance with these laws and regulations may be onerous and expensive and may be
inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance and the risk of liability. Any such increase
in costs or increased risk of liability as a result of changes in these laws and regulations, or in their interpretation, could individually
or in the aggregate make our products and services that use AI technologies less attractive to our customers, cause us to change or limit
our business practices, or affect our financial condition and operating results.
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Risks Related to Our Dependence on Third Parties
We depend on third parties to market, sell, and install our products
and to provide initial technical support for our products for a material portion of our business.
We integrate into or bundle various third-party
solutions with our products and may integrate or offer additional third-party solutions in the future. If we lose the right to use such
solutions, our sales could be disrupted, and we would have to spend additional capital to replace such components.
We integrate various third-party solutions into our products and offer third-party
solutions bundled with our products. We may integrate or offer additional third-party solutions in the future. Sales of our products could
be disrupted if such third-party solutions were either no longer available to us or no longer offered to us on commercially reasonable
terms. In either case, we would be required to spend additional capital to either source alternative third-party solutions, redesign our
products to function with alternate third-party solutions or develop substitute components ourselves. As a result, our sales may be delayed
and/or adversely affected and we might be forced to limit the features available in our current or future product offerings, which could
have a material adverse effect on our business.
We currently depend on a limited number of
subcontractors to integrate, assemble, store and service, as well as provide hardware and warranty support for, our Service Gateway platform
and Network Management System. If any one of these subcontractors experiences delays, disruptions, quality control problems or a loss
in capacity, our operating results could be adversely affected.
We currently depend on a limited number of subcontractors, such as Malam Team and
Arrow Electronics, to integrate, assemble, test, store, package and prepare for shipment our various Service Gateway, Network Management
and Enterprise platforms. If any of these subcontractors experience delays, disruptions or quality control problems in manufacturing or
integrating our products or if we fail to effectively manage our relationships with them, product shipments may be delayed and our ability
to deliver certain products to customers could be adversely affected.
Certain hardware and software components for
our products come from single or limited sources and we could lose sales if these sources fail to satisfy our supply requirements or if
our customers refuse to implement components from certain sources.
We obtain certain hardware components used in our products from single or limited
sources.
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The global AI industry has generated increased demand for off-the-shelf hardware components
across multiple industries, including components necessary for the production of our solutions. We carry approximately three to nine months
of inventory of key components, however this new demand has resulted in and may continue to result in shortages of components necessary
for our solutions, substantial increases in prices for such components and suppliers requiring us to increase lead times and adjust purchase
quantities of such components in advance in order to secure sufficient supply. Such shortages of components, as well as the increases
in pricing, order requirements and lead times, has and may continue to impact our cost of goods and products and our ability to supply
solutions to our customers on time.
Although such hardware components are off-the-shelf items, because our systems have
been designed to incorporate these specific hardware components, any change to these components due to an interruption in supply chains
or our inability to obtain such components on a timely basis may require engineering changes to our products before substitute hardware
components could be incorporated. Such changes could be costly and could result in lost sales particularly to our traffic management systems.
If we or our contract manufacturers fail to obtain components in sufficient quantities when required, our business could be harmed.
We obtain certain software components of our security products from a few limited
sources, depending primarily on our customers’ preferences. In the event that we are no longer able to source such software components
from a particular source, and our customers refuse to implement components from our alternative sources, we may be required to identify
an alternative source from which we do not currently acquire such software or develop such software ourselves. This may result in disputes
with our customers and/or cancellation or delay of orders, which may materially adversely affect our business.
Our suppliers also sell products to our competitors and may enter into exclusive arrangements
with our competitors, stop selling their products or components to us at commercially reasonable prices or refuse to sell their products
or components to us at any price. Our inability to obtain sufficient quantities of single-source or limited-sourced components or to develop
alternative sources for components or products would harm our ability to maintain and expand our business.
Legal, Regulatory and Compliance Risks
We are subject to certain regulatory regimes
that may affect the way that we conduct business internationally, and our failure to comply with applicable laws and regulations could
materially adversely affect our reputation and result in penalties and increased costs.
We are subject to a complex system of laws and regulations related to international
trade, including economic sanctions and export control laws and regulations. We also depend on our distributors and agents outside of
Israel for compliance and adherence to local laws and regulations in the markets in which they operate. It is our policy not to make direct
or indirect prohibited sales of our products, including into countries or to persons sanctioned under laws to which we are subject, and
to contractually limit the territories into which our channel partners may sell our products. None of our contracts with channel partners
authorize or contemplate any activities with sanctioned countries or sanctioned entities, and we do not intend to authorize any channel
partner to engage in activities with those countries and entities in the future.
Nevertheless, over 13 years ago, one of our channel partners sold certain of our products
(designed for the enterprise market) outside of its contractually designated territory, including into a sanctioned country, and we subsequently
determined that our contract management protocol for authorizing channel partner sales was not adequately followed in that instance. Although
we are not aware of any channel partner making indirect sales in countries or to persons sanctioned under laws to which we are subject,
there is no guarantee that our channel partners will not make such indirect sales in the future.
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In addition, in June 2025, we submitted an initial voluntary self-disclosure to the
U.S. Bureau of Industry and Security (“BIS”) related to possible export control violations in connection with the provision
of software products and support services to a small number of customers in Russia and our use of subcontractor software engineers in
Belarus who accessed certain of our software and technology. We have undertaken immediate remedial steps and in March 2026 made a final
submission to BIS. We cannot provide any assurance as to the response of BIS to our submission, including the effectiveness of our remedial
steps, and we may be subject to investigations and/or penalties. Any such response or penalty may adversely affect our share price, which
could have a material adverse effect on our business.
Effective March 21, 2026 a license from the Export Control Branch of the Israeli Ministry
of Defense is no longer required to develop, manufacture, integrate and export encryption products or products that incorporate encryption,
including the encryption embedded in substantially all of our products.
We are also subject to the U.S. Foreign Corrupt Practices Act and may be subject to
similar worldwide anti-bribery and anti-corruption laws that generally prohibit companies and their intermediaries from making improper
payments to government officials for the purpose of obtaining or retaining business. Some of the countries in which we operate have experienced
governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local
customs and practices.
We cannot be certain that our procedures will be sufficient to ensure consistent compliance
with applicable sanctions, export control, anti-bribery and anti-corruption laws, or that our employees or channel partners will strictly
follow all policies and requirements to which we subject them. Any alleged or actual violations of these laws by us or our intermediaries
may subject us to government scrutiny, investigation, debarment, and civil and criminal penalties, which may have an adverse effect on
our results of operations, financial condition and reputation.
As with many DNI products, some of our products
have been and may in the future be used by governmental or law enforcement customers in a manner that is, or that is perceived to be,
incompatible with human rights.
We cannot always verify whether our customers are using our products in a lawful or
ethical manner. It is possible that some of our governmental or law enforcement customers have used and may in the future use our products
in a manner that is incompatible with, or that is perceived to be incompatible with, human rights. In some circumstances, governmental
customers may desire to surveil their citizenry and may use our products to achieve those ends. For example, some foreign governments
use internet infrastructure to undermine democratic values through surveillance of and control over online communications between political
activists. Any misuse of our products by our governmental or law enforcement customers, or allegations of misuse, may damage our reputation,
business and results of operations.
Demand for our products may be
impacted by government regulation of the internet and telecommunications industry.
Service providers are subject to government regulation in a number of jurisdictions
in which we sell our products. There are several existing regulations and proposals in the United States, Europe and elsewhere for regulating
service providers’ ability to prioritize applications in their networks. Some advocates for regulating this industry claim that
collecting premium fees from certain “preferred” applications would distort the market for Internet applications in favor
of larger and better-funded content providers. They also claim that this would impact end-users who already purchased broadband access
only to experience response times that differ based on content provider. Some opponents believe that content providers who support bandwidth-intensive
applications should be required to pay service providers a premium in order to support further network investments.
On December 14, 2017, the United States Federal Communications Commission (the “FCC”)
announced that it voted to repeal the Open Internet Report and Order on Remand, Declaratory Ruling, and Order (the “Open Internet
Order”). The Open Internet Order was issued by the FCC and went into effect on June 12, 2015. The Open Internet Order set forth
rules, grounded, among others, on Title II of the Communications Act of 1934; the Open Internet Order regulated both fixed and mobile
Internet Service Providers (ISPs) and prohibited them, subject to reasonable network management, from blocking and/or throttling of lawful
content, applications, services, or non-harmful devices, and from unreasonably interfering or disadvantaging of (i) end users’ ability
to select, access service of the lawful Internet content, applications, services, or devices of their choice or (ii) edge providers’
ability to make lawful content, applications, services, or devices available to end users. The Open Internet Order also prohibited paid
prioritization of content. The repeal largely reversed the Open Internet Order, including the classification of broadband Internet service
as a telecommunications service, which is subject to certain common carrier regulations, and restored the regulatory framework that preceded
the Open Internet Order. Because our products allow ISPs to identify network traffic and facilitate traffic management, the reinstatement
of this traditional regulatory framework has not, to date, affected but may in the future affect ISP’s demand for certain of our
products. The repeal of the Open Internet Order was upheld by a federal appeals court in October 2019, however, the repeal does not preclude
state and local governments from enacting their own net neutrality rules and certain U.S. states have already implemented net neutrality
protections which could impact our operations.
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On April 30, 2016, Regulation (EU) 2015/2120 of the European Parliament and of the
Council came into effect, setting forth the first EU-wide Net Neutrality (“Open Internet”) rules. Under these rules, blocking,
throttling and discrimination of internet traffic by ISPs is prohibited in the EU, with three exceptions: (i) compliance with legal obligations;
(ii) integrity of the network; and (iii) congestion management in exceptional and temporary situations. Outside these exceptions, there
can be no prioritization of traffic within an internet access service. However, equal treatment permits reasonable day-to-day traffic
management according to objectively justified technical requirements, and which must be independent of the origin or destination of the
traffic and of any commercial considerations. These rules also allow internet access providers, as well as content and applications providers,
to offer special services with specific quality requirements (provided the Open Internet is not negatively affected by the provision of
these services). Such specialized services cannot be a substitute to internet access services can only be provided if there is sufficient
network capacity to provide them in addition to any internet access service and must not be to the detriment of the availability or general
quality of internet access services for end-users.
Such regulation of both fixed and mobile ISPs, in European Economic Area (EEA) Member
States, may limit ISPs’ ability to manage, prioritize and monetize their network. Additionally, these regulations may attract growing
public debate and attention of regulators in other jurisdictions we operate in. Demand from service providers, in affected jurisdictions,
for the traffic management and subscriber management features of our products may be adversely affected by such regulations. A decrease
in demand in the future could adversely impact sales of our products and could have a material adverse effect on our business, financial
condition or results of operations.
Our failure to comply with data privacy laws
may expose us to reputational harm and potential regulatory actions and fines.
Strict data privacy laws regulating the collection, transmission, storage and use
of employee data and consumers’ personal information applicable to ISPs are evolving in the US, European Union (“EU”)
and other jurisdictions in which we sell our products. Such regulations have increased our compliance and administrative burden significantly
and require us to invest resources and management attention in order to update our IT systems to meet the new requirements, including
those related to recordkeeping of personal identifiable information and segregation of duties.
Given the global nature of our operations, we are subject to a variety of local, state,
national, and international laws and directives and regulations related to privacy and data protection, data security, data storage, and
retention, data transfer and deletion, and technology protection, AI and personal information. These laws include the following:
| • |
The European General Data Protection Regulation (“GDPR”) and the equivalent UK legislation. |
| • |
U.S. state and federal laws, including the California Consumer Privacy Act (CCPA) and follow-on legislation in the California Privacy
Rights Act (CPRA). |
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| • |
The Israeli Privacy Protection Law, 1981, along with its regulations such as the Israeli Privacy Protection Regulations (Data Security)
2017 |
The GDPR and other privacy and data protection laws may be interpreted and applied
differently from country to country and may create inconsistent or conflicting requirements. Such regulations increase our customers’
compliance and administrative burden significantly and may require us to adapt certain of our products, as well as our support and maintenance
services, if necessary, to different requirements in EEA Member States, as well as in the US, in order to allow our customers in such
jurisdictions, to comply with such regulations. There is also no assurance that we will be able to adapt our products and/or our support
and maintenance services sufficiently in order to allow our customers in various jurisdictions to comply with such regulatory requirements
in each jurisdiction.
As data protection and privacy-related laws and regulations continue to evolve, these
changes may result in increased regulatory and public scrutiny, escalating levels of enforcement and sanctions and increased costs of
compliance. Therefore, we may be required to modify the features and functionalities of certain of our products, in a manner that is less
attractive to customers. Such adjustments of our products, if required, may require extensive financial investments and may take long
periods of time, leading to delay in sales cycles, deployment of our products and recognition of related revenues. Furthermore, we may
be required to adjust the geographical and operational structure of our Customer Success department, if required, and this may entail
extensive financial investments in providing support and maintenance services.
For more information, see “ITEM 4B: Business Overview – Government Regulation
– Data Privacy.”
Risks Related to Our Intellectual Property and Proprietary Information
If we are unable to successfully protect the
intellectual property embodied in our technology, our business could be materially adversely affected.
Know-how relating to networking protocols, building carrier-grade systems, identifying
applications and developing and maintaining security products is an important aspect of our intellectual property. It is our practice
to have our employees sign appropriate non-compete agreements when permitted under applicable law. These agreements prohibit our employees
who cease working for us from competing directly with us or working for our competitors for a limited period of time. The enforceability
of non-compete clauses in certain jurisdictions in which we operate may be limited. Under the current laws of some jurisdictions in which
we operate, we may be unable to enforce these agreements and it may thereby be difficult for us to restrict our competitors from gaining
the expertise our former employees gained while working for us.
Further, to protect our know-how, we customarily require our employees, distributors,
resellers, software testers and contractors to execute confidentiality agreements or agree to confidentiality undertakings when their
relationship with us begins. Typically, our employment contracts also include clauses regarding assignment of intellectual property rights
for all inventions developed by employees and non-disclosure of all confidential information. We cannot provide any assurance that the
terms of these agreements are being observed and will be observed in the future. Because our product designs and software are stored electronically
and thus are highly portable, we attempt to reduce the portability of our designs and software by physically protecting our servers through
the use of closed networks, which prevent external access to our servers. We cannot be certain, however, that such protection will adequately
deter individuals or groups from wrongfully accessing our technology. Monitoring unauthorized use of intellectual property is difficult
and some foreign laws do not protect proprietary rights to the same extent as the laws of the United States. We cannot be certain that
the steps we have taken to protect our proprietary information will be sufficient. In addition, to protect our intellectual property,
we may become involved in litigation, which could result in substantial expenses, divert the attention of management, or materially disrupt
our business, all of which could adversely affect our revenue, financial condition and results of operations.
21
We also aim to protect our intellectual property with patent protection. As of December
31, 2025, we had a patent portfolio consisting of 20 patent families, including 28 in-force U.S. patents and 19 in-force patents in Canada,
Israel and other jurisdictions. There can be no assurance that:
| • |
current or future U.S. or foreign patents applications will be approved; |
| • |
our issued patents will protect our intellectual property and not be held invalid or unenforceable if challenged by third-parties;
|
| • |
we will succeed in protecting our technology adequately in all key jurisdictions in which we or our competitors operate; |
| • |
the patents of others will not have an adverse effect on our ability to do business; or |
| • |
others will not independently develop similar or competing products or methods or design around any patents that may be issued to
us. |
Any failure to obtain patents, inability to obtain patents with claims of a scope
necessary to cover our technology or the invalidation of our patents may weaken our competitive position and may adversely affect our
revenues.
Additionally, the dynamic nature of intellectual property law, combined with rapid
technological advancements, underscores the importance of ongoing vigilance and strategic management of our patent portfolio to safeguard
our innovations. We continually evaluate our intellectual property assets and pursue appropriate protections where feasible, while also
monitoring the competitive landscape for potential threats or opportunities. As we expand our global operations and introduce new solutions,
our ability to adapt to differing legal standards and enforcement practices in various jurisdictions will remain crucial in protecting
our proprietary technologies and maintaining our market position.
We use certain “open source” software
tools that may be subject to intellectual property infringement claims, the assertion of which could impair our product development plans,
interfere with our ability to support our clients or require us to pay licensing fees.
Certain of our products contain open source code, and we may use more open source
code in the future. Open source code is the type of code that is covered by a license agreement that permits the user to copy, modify
and distribute the software without cost, provided that users and modifiers abide by certain licensing requirements. The original developers
of the open source code provide no warranties on such code. As a result of our use of open source software, we could be subject to suits
by parties claiming ownership of what we believe to be open source code, and we may incur expenses in defending claims that we did not
abide by the open source code license. If we are not successful in defending against such claims, we may be subject to monetary damages
or be required to remove the open source code from our products. Such events could disrupt our operations and the sales of our products,
which would negatively impact our revenues and cash flow. In addition, under certain conditions, the use of open source code to create
derivative code may obligate us to make the resulting derivative code available to others at no cost. If we are required to publicly disclose
the source code for such derivative products or to license our derivative products that use an open source license, our previously proprietary
software products would be available to others, including our customers and competitors without charge. While we endeavor to ensure that
no open source software is used in a way which may require us to disclose the source code to our related product, such use could inadvertently
occur. If we were required to make our software source code freely available, our business could be seriously harmed. The use of such
open source code may ultimately subject some of our products to unintended conditions so that we are required to take remedial action
that may divert resources away from our development efforts.
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Disruption to our IT systems could adversely
affect our reputation and have a material adverse effect on our business and results of operations.
Risks related to cybersecurity and privacy, including the activities of criminal hackers,
hacktivists, state-sponsored intrusions, industrial espionage, employee malfeasance and human or technological error, are constantly evolving.
Computer hackers and others routinely attempt to breach the security of companies, governmental agencies, technology products, services
and systems.
Our IT systems contain personal, financial and other information that is entrusted
to us by our customers and employees as well as financial, proprietary and other confidential information related to our business, and
we rely on said systems to manage our business, operations and research and development. If these IT systems are compromised as a result
of cyber-attacks or cyber-related incidents, it could result in the loss or misappropriation of sensitive data or other disruption to
our operations. Although we have a cybersecurity program designed to protect and preserve the integrity of our information technology
systems, we have experienced and expect to continue to experience cyber-attacks of our IT systems or networks (such as limited phishing,
ransomware and malware activities identified by us in the past, which were mitigated). Although prior known cyber-attacks directed at
us have not had a material effect on our operations or financial condition, due to our current security measures and awareness, which
we continue to bolster, we cannot guarantee that any past, future, or ongoing cyber-attacks, or other security breaches or incidents,
against us, if successful, would not have a material impact on our business or financial results, either directly or indirectly.
If our IT systems or those of our customers or third-party providers on which we rely
are compromised as a result of cyber-attacks or cyber-related incidents, it could result in the loss or misappropriation of sensitive
data or other disruption to our operations. It could also disrupt our electronic communications systems and thus our ability to conduct
our business operations, our ability to process customer orders and electronically deliver products and services and our distribution
channels.
Additionally, as a provider of network intelligence and security solutions for mobile
and fixed service providers, an actual or perceived cyber-attack, breach of security or theft of personal data store by us, regardless
of whether the cyber-attack, breach or theft is attributable to the failure of our products, could adversely affect the market’s
perception of the efficacy of our solutions, and current or potential customers may look to our competitors for alternative solutions.
A breach of our systems may also lead defects and security vulnerabilities to be introduced into our software, thereby damaging the reputation
and perceived reliability and security of our products and services and potentially making the data systems of our customers vulnerable
to further data loss and cyber incidents.
Despite our investments in risk prevention and contingencies, data protection, prevention
of intrusions, access control systems and other security measures, we can provide no assurance that our current IT systems are fully protected
against third-party intrusions, viruses, hacker attacks, information or data theft or other similar threats. Any such security breach,
whether actual or alleged, could result in system disruptions or shutdowns and/or destruction, alteration, theft or unauthorized disclosure
of confidential information. Even when an actual or attempted security breach is detected, the full extent of the breach may not be determined
for some time. An increasing number of companies have disclosed security breaches of their IT systems and networks, some of which have
involved sophisticated and highly targeted attacks. We believe such incidents are likely to continue, and we are unable to predict the
direct or indirect impact of these future attacks on our business.
We may be subject to claims of intellectual
property infringement by third parties that, regardless of merit, could result in litigation and our business, operating results or financial
condition could be materially adversely affected.
There can be no assurance that we will not receive communications from third parties
asserting that our products and other intellectual property infringe, or may infringe their proprietary rights. We are not currently subject
to any proceedings for infringement of patents or other intellectual property rights and are not aware of any parties that intend to pursue
such claims against us except for an initial approach from a competitor asserting a potential infringement which we strongly refute. Any
such claim, regardless of merit, could result in litigation, which could result in substantial expenses, divert the attention of management,
cause significant delays and materially disrupt the conduct of our business. As a consequence of such claims, we could be required to
pay substantial damage awards, develop non-infringing technology, enter into royalty-bearing licensing agreements, stop selling our products
or re-brand our products. If it appears necessary, we may seek to license intellectual property that we are alleged to infringe. Such
licensing agreements may not be available on terms acceptable to us or at all. Litigation is inherently uncertain and any adverse decision
could result in a loss of our proprietary rights, subject us to significant liabilities, require us to seek licenses from others and otherwise
negatively affect our business. In the event of a successful claim of infringement against us and our failure or inability to develop
non-infringing technology or license the infringed or similar technology, our business, operating results or financial condition could
be materially adversely affected.
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Risks Related to Our Ordinary Shares
A large amount of our ordinary shares are held by our largest shareholder,
Lynrock Lake Master Fund LP (“Lynrock”), which is able to exert significant influence on us.
As of March 6, 2026, Lynrock beneficially owned 20.5% of the total voting power of
our issued and outstanding ordinary shares. As a result, Lynrock has significant influence over all matters that require approval by our
shareholders, including the appointment and removal of directors and approval of certain significant corporate transactions. Corporate
action might be taken even if other shareholders oppose them. This concentration of ownership might also have the effect of delaying or
preventing a change of control of our Company that other shareholders may view as beneficial.
Under the Israeli Companies Law, 5759-1999, as amended, or the Companies Law, subject
to certain exceptions, Lynrock cannot increase its holding of our ordinary shares to 25% or more of the total voting power of our issued
and outstanding ordinary shares without making a “special tender offer.” See Item 10.B. “Additional Information—Acquisitions
Under Israeli Law—Special Tender Offer”.
The share price of our ordinary shares
has been and may continue to be volatile.
The market price of our ordinary shares has been volatile in the past and may continue
to be volatile. Our quarterly financial performance is likely to vary in the future, and may not meet our expectations or the expectations
of analysts or investors, which may lead to additional volatility in our share price. Many factors could cause the market price of ordinary
shares to fluctuate substantially, including, but not limited to:
| • |
announcements or introductions of technological innovations, new products, product enhancements or pricing policies by us or our
competitors; |
| • |
winning or losing contracts with service providers; |
| • |
disputes or other developments with respect to our or our competitors’ intellectual property rights; |
| • |
announcements of strategic partnerships, joint ventures, acquisitions or other agreements by us or our competitors; |
| • |
recruitment or departure of key personnel; |
| • |
regulatory developments in the markets in which we sell our products; |
| • |
our future repurchases, if any, of our ordinary shares pursuant to our current share repurchase program and/or any other share repurchase
program which may be approved in the future; |
| • |
our sale of ordinary shares or other securities; |
24
| • |
changes in the estimation of the future size and growth of our markets; |
| • |
market conditions in our industry, the industries of our customers and the economy as a whole; |
| • |
a failure to meet publicly announced guidance or other expectations; or |
| • |
equity awards to our directors, officers and employees. |
Share price fluctuations may be exaggerated if the trading volume of our ordinary
shares is too low. The lack of a trading market may result in the loss of research coverage by securities analysts. Moreover, we can provide
no assurance that any securities analysts will initiate or maintain research coverage of our company and our ordinary shares. If our future
quarterly operating results are below the expectations of securities analysts or investors, the price of our ordinary shares would likely
decline. Securities class action litigation has often been brought against companies following periods of volatility.
Our shareholders do not have the same protections
afforded to shareholders of a U.S. company because we have elected to use certain exemptions available to foreign private issuers from
certain corporate governance requirements of the Nasdaq Stock Market (“Nasdaq”).
As a foreign private issuer, we are permitted under Nasdaq Rule 5615(a)(3) to follow
Israeli corporate governance practices instead of Nasdaq requirements that apply to U.S. companies. As a condition to following Israeli
corporate governance practices, we must disclose which requirements we are not following and describe the equivalent Israeli law requirement.
We must also provide Nasdaq with a letter from our Israeli outside counsel, certifying that our corporate governance practices are not
prohibited by Israeli law. As a result of these exemptions, our shareholders do not have the same protections as are afforded to shareholders
of a U.S. company.
We currently follow Israeli home country practices with regard to the quorum requirement
for shareholder meetings and shareholder approval of equity compensation plans requirements. As permitted under the Companies Law, our
articles of association provide that the quorum for any meeting of shareholders shall be the presence of at least two shareholders present
in person or by proxy who hold at least 25% of the voting power of our shares instead of 33% of our issued share capital (as prescribed
by Nasdaq’s rules). We do not seek shareholder approval for (i) equity compensation plans in accordance with the requirements of
the Companies Law, which does not reflect the requirements of Rule 5635(c), (ii) the issuance of securities that would result in a change
of control, which does not reflect the requirements of Rule 5635(b), and (iii) certain private issuances of securities representing more
than 20% of our outstanding shares or voting power at below market prices, which does not reflect the requirements of Rule 5635(b).
In the future, we may also choose to follow Israeli corporate governance practices
instead of Nasdaq requirements with regard to, among other things, the composition of our board of directors, compensation of officers,
director nomination procedures and quorum requirements at shareholders’ meetings. In addition, we may choose to follow Israeli corporate
governance practice instead of Nasdaq requirements to obtain shareholder approval for certain dilutive events. Accordingly, our shareholders
may not be afforded the same protection as provided under Nasdaq corporate governance rules. Following our home country governance practices,
as opposed to the requirements that would otherwise apply to a U.S. company listed on Nasdaq, may provide less protection than is accorded
to investors of domestic issuers. See “ITEM 16G: Corporate Governance.”
As a foreign private issuer, we are not subject
to the provisions of Regulation FD or U.S. proxy rules and are exempt from filing certain Exchange Act reports.
As a foreign private issuer, we are exempt from the rules and regulations under the
Exchange Act related to the furnishing and content of proxy statements. Recently enacted U.S. legislation requires our directors and officers
to make insider reports under Section 16(a) of the Exchange Act, effective March 18, 2026. Our principal shareholders continue to be exempt
from the reporting requirements contained in Section 16(a) of the Exchange Act and our officers, directors and principal shareholders
continue to be exempt from the short-swing profit recovery provisions contained in Section 16(b) of the Exchange Act. In addition, we
are not required under the Exchange Act to file annual and current reports and financial statements with the SEC as frequently or as promptly
as U.S. domestic companies whose securities are registered under the Exchange Act. We are permitted to disclose limited compensation information
for our executive officers on an individual basis and we are generally exempt from filing quarterly reports with the SEC under the Exchange
Act. Moreover, we are not required to comply with Regulation FD, which restricts the selective disclosure of material nonpublic information
to, among others, broker-dealers and holders of a company’s securities under circumstances in which it is reasonably foreseeable
that the holder will trade in the company’s securities on the basis of the information. These exemptions and leniencies reduce the
frequency and scope of information and protections to which you may otherwise have been eligible in relation to a U.S. domestic issuer.
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We would lose our foreign private issuer status if (a) a majority of our outstanding
voting securities were either directly or indirectly owned of record by residents of the United States and (b) either (i) a majority of
our executive officers or directors were United States citizens or residents, (ii) more than 50% of our assets were located in the United
States or (iii) our business were administered principally in the United States. Our loss of foreign private issuer status would make
U.S. regulatory provisions mandatory. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may
be significantly higher. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements
on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer.
We would also be required to follow U.S. proxy disclosure requirements, including the requirement to disclose, under U.S. law, more detailed
information about the compensation of our senior executive officers on an individual basis. We may also be required to modify certain
of our policies to comply with accepted governance practices associated with U.S. domestic issuers. Such conversion and modifications
will involve additional costs. In addition, we would lose our ability to rely upon exemptions from certain Nasdaq corporate governance
requirements that are available to foreign private issuers.
Our U.S. shareholders may suffer adverse tax
consequences if we are classified as a “passive foreign investment company.”
Generally, if for any taxable year, after the application of certain look-through
rules, 75% or more of our gross income is passive income, or at least 50% of the average quarterly value of our assets (which may be measured
in part by the market value of our ordinary shares, which is subject to change) are held for the production of, or produce, passive income
(as defined in the relevant provisions of the Internal Revenue Code of 1986, as amended (Code), we would be characterized as a “passive
foreign investment company” (PFIC), for U.S. federal income tax purposes under the Code. Based on our market capitalization and
the nature of our income, assets and business, we believe that we should not be classified as a PFIC for the taxable year that ended December
31, 2025. However, PFIC status is determined annually and requires a factual determination that depends on, among other things, the composition
of our income, assets and activities in each taxable year, and can only be made after the close of each taxable year. Furthermore, because
the value of our gross assets is likely to be determined in part by reference to our market capitalization, a decline in the value of
our ordinary shares may result in our becoming a PFIC. Accordingly, there can be no assurance that we will not be considered a PFIC for
any taxable year. If we are a PFIC for any taxable year during which a U.S. Holder (as defined in “Item 10.E. Taxation — Certain
United States Federal Income Tax Consequences”) holds our ordinary shares, certain adverse U.S. federal income tax consequences
could apply to such U.S. Holder. Prospective U.S. Holders should consult their tax advisors regarding the potential application of the
PFIC rules to them.
Certain U.S. holders of our ordinary shares may suffer
adverse tax consequences if we or any of our non-US subsidiaries are characterized as a “controlled foreign corporation,”
or a CFC, under Section 957(a) of the Internal Revenue Code of 1986, as amended (the “Code”).
A non-U.S. corporation is considered a CFC if more than 50% of (1) the total combined
voting power of all classes of stock of such corporation entitled to vote, or (2) the total value of the stock of such corporation, is
owned, or is considered as owned by applying certain constructive ownership rules, including certain downward attribution rules by United
States shareholders who each own stock representing 10% or more of the vote or 10% or more of the value on any day during the taxable
year of such non-U.S. corporation (“10% U.S. Shareholder”). Because our group includes one or more U.S. subsidiaries, certain
of our non-U.S. subsidiaries will be treated as CFCs (regardless of whether or not we are treated as a CFC). Generally, 10% U.S. Shareholders
of a CFC are required to report annually and include currently in its U.S. taxable income such 10% U.S. Shareholder’s pro rata share
of the CFC’s “Subpart F income,” “net CFC tested income,” and investments in U.S. property by CFCs, regardless
of whether we make an actual distribution to such shareholders. “Subpart F income” includes, among other things, certain passive
income (such as income from dividends, interests, royalties, rents and annuities or gain from the sale of property that produces such
types of income) and certain sales and services income arising in connection with transactions between the CFC and a person related to
the CFC.
26
Any individual that is a 10% U.S. Shareholder with respect to a CFC generally would
not be allowed certain tax deductions or foreign tax credits that would be allowed to a 10% U.S. Shareholder that is a U.S. corporation.
Failure to comply with these reporting obligations may subject a 10% U.S. Shareholder to significant monetary penalties and may prevent
the statute of limitations with respect to such shareholder’s U.S. federal income tax return for the year for which reporting was
due from starting. We cannot provide any assurances that we will assist investors in determining whether any of our non-U.S. subsidiaries
is treated as a CFC or whether any investor is treated as a 10% U.S. Shareholder with respect to any such CFC or furnish to any 10% United
States shareholders information that may be necessary to comply with the aforementioned reporting and tax payment obligations. A United
States investor should consult its tax advisors regarding the potential application of these rules to an investment in our ordinary shares.
Your percentage ownership in the Company may
be diluted in the future because of equity awards that have been, or may be, granted to our directors, officers and employees.
We have adopted equity compensation plans that provide for the grant of equity-based awards, including
restricted units and share options to our directors, officers, and other employees. As of March 6, 2026, we had 48,923,099 ordinary shares
and restricted units outstanding to employees and directors of the Company, and there were 35,103 shares available for future awards under
our equity compensation plans. The vesting of restricted units and granting of share are generally contingent upon performance and/or
service conditions. Vesting of those shares of restricted units and shares would dilute the ownership interest of existing shareholders.
Equity awards will continue to be a source of compensation for employees and directors going forward.
We may fail to meet our publicly announced
guidance or other expectations about our business, which could cause our share price to decline.
We may provide from time to time guidance regarding our expected financial and business
performance. Correctly identifying key factors affecting business conditions and predicting future events is inherently an uncertain process,
and our guidance may not ultimately be accurate and has in the past been inaccurate in certain respects. Our guidance is based on certain
assumptions such as those relating to anticipated production and sales volumes (which generally are not linear throughout a given period),
average sales prices, and supplier and commodity costs. If our guidance varies from actual results due to our assumptions not being met
or the impact on our financial performance that could occur as a result of various risks and uncertainties, the market value of our ordinary
shares could decline significantly.
Risks Relating to our Location in Israel
Conditions in Israel, including the current
tensions with Iran and in the Gaza Strip, could adversely affect our business.
We are incorporated under Israeli law and our principal offices, research and development
division and manufacturing facilities are located in Israel. Approximately 35% of our employees, including a majority of our executive
officers, and a majority of our board of directors, as well as our corporate headquarters, are located in Israel. Accordingly, political,
economic and military conditions in Israel directly affect our business.
27
Since its establishment in 1948, the State of Israel has been subject to ongoing security
concerns and challenges, as well as armed conflicts, with its neighbors. Most recently, on October 7, 2023, Hamas, a terrorist group,
launched an unprecedented terror attack on Israel from the Gaza Strip.
In response, Israel’s security cabinet declared war against Hamas, and later
against Hezbollah. Hostilities subsequently escalated between Israel and a number of terrorist organizations, including conflicts with
Hezbollah along Israel’s northern border with Lebanon, with Iran (including a war during June 2025) and with the Houthis in Yemen.
Iran and the Houthis both launched drone and missile attacks on military and civilian targets within Israel. In addition, the Houthis
have disrupted international commerce by launching a number of attacks on commercial vessels traversing the Gulf of Aden and the Red Sea.
A ceasefire between Israel and Lebanon (with respect to Hezbollah) was announced in November 2024, a ceasefire between Israel and Iran
was announced in June 2025, and a ceasefire between Israel and Hamas was announced in October 2025. However, in late February 2026 the
United States, together with Israel, launched a major joint military campaign of air and missile strikes against targets in Iran, which
triggered a broad Iranian response and contributed to significant regional instability, including, in early March 2026, resumed conflicts
with Hezbollah. The situation remains highly fluid, and we are unable to predict if, when, or on what terms this escalation will be resolved.
Actual or perceived political or security instability in Israel, or changes in the political environment, could adversely affect the Israeli
economy and, in turn, our business, financial condition, results of operations and prospects.
Hostilities and regional tensions may cause damage to private and public facilities,
infrastructure, utilities and telecommunications networks and may disrupt our operations and supply chain. In addition, Israeli
organizations, government agencies and companies have been subject to extensive cyber attacks. These conflicts could lead to increased
costs, risks to employee safety, and challenges to business continuity, with potential financial losses. Our commercial insurance does
not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers
the reinstatement value of certain damages that are caused by terrorist attacks or acts of war, it does not provide business interruption
insurance. Moreover, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our
potential damages. Any losses or damages incurred by us could have a material adverse effect on our business.
In addition, the State of Israel and Israeli companies have been subjected to economic
boycotts. Several countries still restrict business with the State of Israel and with Israeli companies. 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.
Political conditions within Israel may affect our operations. The Israeli government
has pursued, and may continue to pursue, changes to Israel’s judicial system, which has contributed to uncertainty and could lead
to political instability and/or civil unrest. Any such developments could adversely affect the business environment in Israel and our
business and operations.
Our operations may be disrupted by the obligations
of personnel to perform military service.
As of December 31, 2025, we employed 491 employees, of whom 171 were based in Israel.
Some of our employees in Israel are obligated to perform annual military reserve duty in the Israel Defense Forces, depending on their
age and position in the army. Additionally, they may be called to active reserve duty at any time under emergency circumstances for extended
periods of time. Our operations could be disrupted by the absence of one or more of our executive officers or key employees for a significant
period due to military service and any significant disruption in our operations could harm our business. The full impact on our workforce
or business if some of our executive officers and employees are called upon to perform military service, especially in times of national
emergency, is difficult to predict.
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The tax benefits that are available to us require
us to meet several conditions and may be terminated or reduced in the future, which would increase our costs and taxes.
Our investment program in equipment at our facility in Hod-Hasharon, Israel, has been
granted Approved Enterprise status and we are therefore eligible for tax benefits under the Israeli Law for the Encouragement of Capital
Investments, 1959, referred to as the Investments Law. We have also been granted benefited enterprise status in prior years, but beginning
in 2021, this status is no longer applicable to us. We expect that the Approved Enterprise tax benefits will be available to us after
we utilize our net operating loss carry forwards. As of December 31, 2025, our net operating loss carry forwards for Israeli tax purposes
amounted to approximately $152 million. To remain eligible for these tax benefits, we must continue to meet certain conditions stipulated
in the Investments Law and its regulations and the criteria set forth in the specific certificate of approval. If we do not meet these
requirements, the tax benefits would be canceled and we could be required to refund any tax benefits and investment grants that we received
in the past. Further, in the future these tax benefits may be reduced or discontinued. If these tax benefits are cancelled, our Israeli
taxable income would be subject to regular Israeli corporate tax rates. The standard corporate tax rate in Israel since the 2018 tax year
is 23%.
Effective January 1, 2011, the Investments Law was amended (the “2011 Amendment”)
to revise the criteria for receiving tax benefits. Under the transition provisions of the 2011 Amendment, a company may decide to irrevocably
implement the 2011 Amendment while waiving benefits provided under the Investments Law’s prior benefits programs or to remain subject
to the Investments Law’s prior benefits programs. We have opted not to apply the benefits under the 2011 Amendment, however, in
the future, we may not be eligible to receive additional tax benefits as were made available under the Investments Law prior to the 2011
Amendment. The termination or reduction of these tax benefits would increase our tax liability, which would reduce our profits. Finally,
in the event of a distribution of a dividend from the abovementioned tax-exempt income, we would also be subject to income tax on the
amount distributed in accordance with the effective corporate tax rate which would have been applied had we not enjoyed the exemption.
See “ITEM 10: Additional Information-Taxation-Israeli Tax Considerations and Government Programs.”
No assurance can be given that we will be eligible to receive additional tax benefits
under the Investments Law in the future. The termination or reduction of these tax benefits would increase our tax liability in the future,
which would reduce our profits or increase our losses. Additionally, if we increase our activities outside of Israel, for example, by
future acquisitions, our increased activities may not be eligible for inclusion in Israeli tax benefit programs.
The government grants we have
received for research and development expenditures require us to satisfy specified conditions and restrict our ability to manufacture
products and transfer certain know-how outside of Israel. If we fail to comply with these conditions or such restrictions, we may be required
to make payment of a fee resulting from the transfer abroad of know-how developed using Israel Innovation Authority grants as
prescribed by the Research and Development Law, refund grants previously received together with interest or pay penalties and may be subject
to criminal charges.
We have received grants from the Israel Innovation Authority (formerly known as the
Office of the Chief Scientist of the Ministry of Economy) for the financing of a portion of our research and development expenditures
in Israel, pursuant to the provisions of The Encouragement of Research, Development and Innovation in Industry Law, 1984, referred to
as the Research and Development Law. In the future we may not receive grants or we may receive significantly smaller grants from the Israel
Innovation Authority, and our failure to receive grants in the future could adversely affect our profitability. In 2024, we recognized
non-royalty-bearing grants totaling $0.5 million, representing 2% of our gross research and development expenditures. In 2025, we recognized
non-royalty-bearing grants totaling $0.1 million, representing 0.3% of our gross research and development expenditures. In each of the
years 2025 and 2024, we qualified to participate in one non-royalty-bearing research and development program, funded by the Israel Innovation
Authority to develop generic technology relevant to the development of our products. Such programs are approved pursuant to special provisions
of the Research and Development Law. In the past three years, we were eligible to receive grants constituting of up to 52% of certain
research and development expenses relating to these programs. Although the grants under these programs are not required to be repaid by
way of royalties, the restrictions of the Research and Development Law described below apply to these programs.
29
The provisions of the Research and Development Law and the terms of the Israel Innovation
Authority grants prohibit us from transferring manufacturing of products resulting from research and development funded by Israel Innovation
Authority grants which we originally planned to manufacture in Israel outside of Israel, and from transferring know-how, including but
not limited to intellectual property rights in technologies developed using these grants, without special approvals from the Israel Innovation
Authority which shall be subject certain additional payment.
Even if we receive approval to manufacture our products outside of Israel, we may
be required to pay an increased total amount of royalties, which may be up to 300% of the grant amount plus interest, depending on our
manufacturing volume outside Israel. This restriction may impair our ability to outsource manufacturing or engage in similar arrangements
for those products, know-how or technologies. Know-how developed under an approved research and development program may not be transferred
to any third-parties, except in certain circumstances and subject to prior approval. Similarly, even if we receive approval to transfer
know-how developed using such grants, including but not limited to intellectual property rights in technologies developed using these
grants, we may be required to repay up to 6 times of the original grants plus LIBOR interest to the Israel Innovation Authority. In addition,
if we fail to comply with any of the conditions and restrictions imposed by the Research and Development Law or by the specific terms
under which we received the grants, we may be required to refund any grants previously received together with interest and penalties,
and we may be subject to criminal charges.
It may be difficult to enforce a U.S. judgment
against us, our officers and directors, or our auditors in Israel or the United States, or to assert U.S. securities laws claims in Israel
or serve process on our officers and directors or our auditors.
We are incorporated in Israel. The majority of our executive officers and directors,
and our auditors are not residents of the United States, and the majority of our assets and the assets of these persons are located outside
the U.S. Therefore, it may be difficult for an investor, or any other person or entity, to enforce a U.S. court judgment based upon the
civil liability provisions of the U.S. federal securities laws against us or any of these persons in a U.S. or Israeli court, or to effect
service of process upon these persons in the United States. Additionally, it may be difficult for an investor, or any other person or
entity, to assert U.S. securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based
on a violation of U.S. securities laws on the grounds that Israel is not the most appropriate forum in which to bring such a claim. Even
if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law
is found to be applicable, the content of applicable U.S. law must be proved as a fact which can be a time-consuming and costly process.
Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing the matters described
above.
Provisions of Israeli law and our articles
of association may delay, prevent or make undesirable an acquisition of all or a significant portion of our shares or assets.
Our articles of association contain certain provisions that may delay or prevent a
change of control, including a classified board of directors. In addition, Israeli corporate law regulates acquisitions of shares through
tender offers and mergers, requires special approvals for transactions involving significant shareholders and regulates other matters
that may be relevant to these types of transactions. These provisions of Israeli law could delay or prevent a change in control and may
make it more difficult for third parties to acquire us, even if doing so would be beneficial to our shareholders, and may limit the price
that investors may be willing to pay for our ordinary shares in the future. Furthermore, Israeli tax considerations may make potential
transactions undesirable to us or to some of our shareholders. See “ITEM 10: Additional Information-Memorandum and Articles of Association-Acquisitions
under Israeli Law” and “-Anti-Takeover Measures.”
30
General Risk Factors
Our financial results may differ materially
from any guidance we may publish from time to time.
We may, from time to time, voluntarily publish guidance regarding our future performance
that represents our management’s estimates as of the date of relevant release. Any such guidance is based upon a number of assumptions
and estimates that, while presented with numerical specificity, is inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business
decisions, some of which will change. The principal reason that we may release this data is to provide a basis for our management to discuss
our business outlook with analysts and investors. We do not accept any responsibility for any projections or reports published by any
such persons. Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions of the guidance
furnished by us will not materialize or will vary significantly from actual results. Further, our sales during any given quarter tend
to be unevenly distributed as individual orders tend to close in greater numbers immediately prior to the relevant quarter end and further.
Our revenues from individual customers may also fluctuate from time to time based on the timing and the terms under which further orders
are received and the duration of the delivery and implementation of such orders. Therefore, if our projected sales do not close before
the end of the relevant quarter, our actual results may be inconsistent with our published guidance. Accordingly, our guidance is only
an estimate of what management believes is realizable as of the date of release. Actual results will vary from the guidance and the variations
may be material. Investors should also recognize that the reliability of any forecasted financial data diminishes the farther in the future
that the data is forecast. In light of the foregoing, investors are urged to consider any guidance we may publish in context and not to
place undue reliance on it.
Our financial condition and results of operations
may be harmed by political events and regulatory developments that could have a material adverse effect on global economic condition.
Significant political or regulatory developments in the jurisdictions in which we
sell our products, such as those stemming from changes in the presidential administration in the United States or the U.K.’s exit
from the E.U., are difficult to predict and may have a material adverse effect on us.
We may expand our business or enhance our technology
through acquisitions that could result in diversion of resources and extra expenses. This could disrupt our business and adversely affect
our financial condition.
Part of our strategy is to selectively pursue partnerships and acquisitions. We have
acquired a number of companies in the past. The negotiation of acquisitions, investments or joint ventures, as well as the integration
of acquired or jointly developed businesses or technologies, could divert our management’s time and resources. Acquired businesses,
technologies or joint ventures may not be successfully integrated with our products and operations and we may not realize the intended
benefits of these acquisitions. We may also incur future losses from any acquisition, investment or joint venture. In addition, acquisitions
could result in:
| • |
substantial cash expenditures; |
| • |
potentially dilutive issuances of equity securities; |
| • |
the incurrence of debt and contingent liabilities; |
| • |
a decrease in our profit margins; and |
| • |
amortization of intangibles and potential impairment of goodwill. |
31
Our business may be materially affected by
changes to fiscal and tax policies. Potentially negative or unexpected tax consequences of these policies, or the uncertainty surrounding
their potential effects, could adversely affect our results of operations and share price.
As we operate in the global market, we are subject to taxation in Israel and various
jurisdictions in which we conduct our business. Our tax expenses include the impact of tax exposures in certain jurisdictions, and may
also be affected by adverse changes in the underlying profitability and financial outlook of our operations or changes in tax laws, including
introduction of unilateral taxation such as digital services taxes in certain countries, international tax treaties, guidelines such as
the OECD inclusive framework on BEPS, proposed regimes informally known as Pillar 2 which apply to large multinational corporations, or
EU ATAD I and II, all of which could lead to an increase in our effective tax rate or to changes in our valuation allowances against deferred
tax assets on our consolidated balance sheets. Furthermore, we are subject to tax audits by governmental authorities everywhere we do
business. If we experience unfavorable results from one or more such tax audits, there could be an adverse effect on our tax rate and
therefore on our net income. Our results of operations may also be affected by changes in tax laws, tax rates or double tax treaties.
If the price of our ordinary shares declines,
we may be more vulnerable to an unsolicited or hostile acquisition bid.
We do not have a controlling shareholder. Notwithstanding provisions of our articles
of association and Israeli law, a decline in the price of our ordinary shares may result in us becoming subject to an unsolicited or hostile
acquisition bid. In the event that such a bid is publicly disclosed, it may result in increased speculation regarding our company and
volatility in our share price even if our board of directors decides not to pursue a transaction. If our board of directors does pursue
a transaction, there can be no assurance that it will be consummated successfully or that the price paid will represent a premium above
the original price paid for our shares by all of our shareholders.
Additionally, in recent years, U.S. and non-U.S. companies listed on securities exchanges
in the United States have been faced with governance-related demands from activist shareholders, unsolicited tender offers and proxy contests.
Although as a foreign private issuer we are not subject to U.S. proxy rules, responding to any action of this type by activist shareholders
could be costly and time-consuming, disrupting our operations and diverting the attention of management and our employees. Such activities
could interfere with our ability to execute our strategic plans. In addition, a proxy contest for the election of directors at our annual
meeting would require us to incur significant legal fees and proxy solicitation expenses and require significant time and attention by
management and our board of directors. The perceived uncertainties due to such actions of activist shareholders also could affect the
market price of our securities.
Adverse resolution of litigation may harm our
operating results or financial condition.
We are a party to lawsuits in the normal course of our business. Litigation can be
expensive, lengthy, and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to
predict. Unfavorable resolution of lawsuits could have a material adverse effect on our business, operating results, or financial condition.
ITEM 4: Information on Allot
A. History and Development of Allot
Our History
Our legal and commercial name is Allot Ltd. We were incorporated on November 12, 1996.
We are a company limited by shares organized under the laws of the State of Israel. Our principal executive offices are located at 22
Hanagar Street, Neve Ne’eman Industrial Zone B, Hod-Hasharon 4501317, Israel, and our telephone number is +972 (9) 761-9200. We
have irrevocably appointed Allot Communications Inc. as our agent to receive service of process in any action against us in any United
States federal or state court. The address of Allot Communications Inc. is 1500 District Avenue, Burlington, MA 01803.
32
Our website address is www.allot.com. Information contained on, or that can be accessed
through, our website does not constitute a part of this annual report and is not incorporated by reference herein. We have included our
website address in this annual report solely for informational purposes. Our SEC filings are available to you on the SEC’s website
at http://www.sec.gov, which contains reports, proxy and information statements, and other information regarding issuers that file electronically
with the SEC. The information on that website is not part of this annual report and is not incorporated by reference herein.
B. Business Overview
Overview
We are a provider of leading innovative security solutions and network intelligence
solutions for mobile, fixed and cloud service providers as well as enterprises worldwide. For over 25 years, our solutions have been deployed
globally for network-based security, including mobile security, distributed denial of service (“DDoS”) protection and Internet
of Things (“IoT”) security, network and application analytics, traffic control and shaping, and more. More recently, we have
cultivated a strategic focus on the expansion and advancement of our SECaaS product offerings.
The Company delivers a unified security service for individual consumers and small
and medium-sized businesses (“SMBs”), at home, at work and on the go, with the Allot Secure product family. Our Allot Security
Management product is, to our knowledge, the only platform that unifies security services for mobile, fixed and 5G converged networks.
Our industry-leading network-based SECaaS solution has previously achieved high double-digit
percentage of penetration with some service providers and is used by approximately 20 million subscribers globally. Our multi-service
platforms (AllotSmart) are deployed by over 500 mobile, fixed and cloud service providers and over 1,000 enterprises.
We have a global and diverse customer base composed of mobile and fixed broadband
service providers, cable operators, satellite service providers, private networks, data centers, governments, and enterprises such as
financial and educational institutions. We have a strong backlog representing customers’ orders for products and services not yet
recognized as revenues. Backlog is subject to delivery delays or program cancellations, which are beyond our control.
With over 20 years of experience empowering service providers and enterprises to get
more out of their networks and to manage them better, we enable network operators and enterprises to detect security breaches, to protect
their own networks and their users from attacks, to clearly see and understand their networks from within, to optimize, innovate and capitalize
on every opportunity, to learn about users and network behaviors, and to improve Quality of Service (“QoS”) and reduce costs,
all while increasing value to customers and deploying new services faster.
Through our combination of innovative technology, proven know-how and collaborative
approach to industry standards and partnerships, we deliver solutions that equip service providers with the capabilities to elevate their
role as premier digital services providers and to expand into new business opportunities. We offer our customers market leading, proprietary
technologies that are powerful, diverse and scalable. In addition, we have developed significant industry know-how and expertise through
our experience in designing and implementing use cases with our large customer base.
During 2024, we defined a new strategy for the company. As part of the strategy process
Allot is becoming a cyber security-first company, operating under a single, unified business unit. Our foundations are our deep expertise
and proven capabilities combining two key areas: cybersecurity and network intelligence.
33
We have been working to leverage synergies between our existing network intelligence
assets and our security offerings including integrated cloud-based solutions focused on network visibility, traffic management, and cybersecurity
for the 5G era.
The combination creates a compelling value proposition, enabling us to deliver a highly
differentiated, fully integrated solution.
We generated total revenues of $102 million in the year ended December 31, 2025, an
increase of 11% over the prior year. In 2025, 37% of our revenues were attributable to security solutions, and 63% of our revenues were
attributable to network intelligence solutions.
Industry Overview
Security Solutions
As the number of networks, applications and network-connected devices has increased,
consumers, enterprises and SMBs have become increasingly vulnerable to cyber threats and crime, and communication service providers (“CSPs”)
have begun to encounter complex operational challenges requiring nuanced solutions.
| • |
Network Security Threats: As reliance on the Internet has grown, service providers and enterprise
networks have become increasingly vulnerable to a wide range of security threats, including DDoS attacks, spambots, malware and other
threats. These attacks are designed to flood the network with traffic that consumes all available bandwidth, impeding operators’
ability to provide high quality broadband access to subscribers or preventing enterprises from using mission-critical applications. These
threats also compromise network and data integrity. We believe service providers and enterprises can better protect against such attacks
by detecting and neutralizing malicious traffic at very early stages, before such threats can compromise network integrity and services.
In addition, there is a monetization opportunity for the service provider to monetize the network infrastructure by providing additional
protection services to SMB and enterprises. |
| • |
End-User Security Threats: Broadband devices and mobile devices have also become increasingly
vulnerable to online threats, such as malware, ransomware and phishing. Broadband and mobile device users have limited cyber-security
expertise and therefore present easy targets for cybercriminals. In recent years, we have seen a growing demand from large and mid-size
operators to offer such security services to their customers-both individual consumers and small and mid-size businesses. We believe few
consumers download security applications to all of their personal devices, but CSPs are well positioned to provide security services because
they are the sole providers of access to the network for their consumers, are capable of blocking attacks before they reach the consumer
and have multiple touch points with consumers as trusted brands, through ongoing customer support and frequent communication. |
| • |
Emerging AI-powered cyber threats are fundamentally changing the risk landscape for communication service providers (CSPs) and their
customers. Attackers now leverage generative AI to automate malware creation, craft highly adaptive phishing attacks, accelerate reconnaissance,
and orchestrate multi-vector attacks that evolve in real time. This dramatically increases both the scale and sophistication of threats
targeting consumers, SMBs, and critical network infrastructure. As CSPs struggle to keep pace with this escalation, the need for robust,
network-based security becomes more urgent. This evolution creates a significant strategic opportunity for Allot: our AI-enhanced, network-native
security architecture is uniquely positioned to detect and mitigate these dynamic, machine-driven threats at scale, enabling CSPs to protect
their subscribers while driving new recurring revenue models through differentiated security offerings. |
| • |
A recent global consumer cybersecurity survey conducted by Dynata in September 2025, covering more than 3,100 mobile subscribers
across the US, UK, Germany, France, Italy and Sweden, reveals a widening gap between rising concern and low protection adoption. According
to the October dataset in the Consumers Survey Dynata - Oct. 25, over 61% of users were concerned about their mobile device’s
security in the past 12 months, and nearly 50% report feeling more worried than a year ago—yet only approximately 36% use any protection,
while approximately 50% admit they have none. This anxiety‑action gap creates a major opportunity for telcos, reinforced by the
findings of the accompanying Mind the Gap - A Telco Revenue Growth Opportunity - Q4 2025, which shows that 84% of consumers trust
their mobile provider to offer cybersecurity, and 67% are willing to pay monthly, especially for zero‑touch, network‑based
protection. With willingness concentrated around an accessible $5/€5/£5 per month, the data points to a clear and credible
conclusion: consumer worry is high, protection is low, telcos are uniquely positioned to close the gap and capture recurring revenue at
scale, and we are well-positioned to help with our zero-touch, network-based protection solutions. |
34
Network Visibility and Traffic Management Solutions
The rapid proliferation of broadband networks in recent years has been driven largely
by demand from users for faster and more reliable access to the Internet and by the increased number and complexity of broadband applications,
as well as the proliferation of mobile smartphones, tablets and other Internet-connected devices. As a result of this rapid proliferation,
service providers have been forced to invest heavily in network infrastructure upgrades and customer support services to maintain the
quality of experience for subscribers. Further, the cost of increasing the bandwidth in mobile networks is significantly higher than that
in wireline networks, and mobile operators require intelligent bandwidth management solutions to handle increased data traffic and the
requirement for continuous low-latency transmission. Moreover, to offset the increased investment and operational costs, CSPs need to
be able to offer premium services to consumers. To offer premium services, to guarantee high-quality delivery of content and user experience,
to optimize bandwidth utilization and to reduce operational costs, CSPs need enhanced visibility into and control of network traffic,
including visibility into the type of applications used on the network and levels of traffic generated by different subscribers.
Our Security Solutions
Our Security-as-a-Service Market Opportunity
For CSPs offering the Allot solutions as security services to their subscribers, the
Allot SECaaS solutions are offered to the CSPs on a recurring revenue basis, in which both Allot and the operator share the revenue generated
from the operator’s subscribers for the use of Allot security services, or offered for a fixed yearly fee or a fixed fee up to an
agreed number of subscribers.
Our Products
Allot provides a comprehensive security solution, referred to as Allot Secure 360,
to protect network customers, network service integrity and brand reputation. Allot’s SECaaS solutions enable operators to secure
subscribers against online threats and harmful content by providing network-based SECaaS to their customers. Allot Secure 360 provides
consumers and SMBs with a 360-degree security architecture-complete, end-to-end protection anywhere, against any cyber threat, and on
any device.
Protection for Consumers and SMBs - 360-Degree Security
| • |
Allot Secure Management (ASM): The Allot Secure Management platform creates a unified security
experience for Allot security consumers by providing an end-to-end security management infrastructure that seamlessly communicates with
and integrates each enforcement point-NetworkSecure, HomeSecure, DNSecure, IoTSecure, OffnetSecure, BusinessSecure and DDoSBusinessSecure.
On-net coverage is provided through NetworkSecure, HomeSecure, DNSecure, DDoS BusinessSecure and IoTSecure, and off-net coverage through
OffnetSecure, and the ASM solution creates a flexible security architecture of advanced threat detection technologies in-network, at the
consumer-premises equipment and at the endpoint device with network intelligence solutions, machine learning and comprehensive personalization
capabilities. The ASM solution delivers a scalable platform that simplifies security service activation, system awareness, new enforcement
point integration, threat event reporting and handling, operation and management by the consumer regardless of which enforcement point
is active. |
35
| • |
Allot NetworkSecure: A multi-tenant solution that allows the service provider to offer opt-in
security services that allow subscribers to define and enforce safe-browsing limits (Parental Control) and to prevent incoming malware
from infecting their devices (Anti-Malware). Services are enforced at the network level, requiring no device involvement or battery consumption.
|
| • |
Allot HomeSecure: A multi-tenant solution that allows the service provider to offer opt-in
security services that allow subscribers to define and enforce safe-browsing limits (Parental Control) and to prevent incoming malware
from infecting their devices (Anti-Malware). Services are enforced at the home router & network level. |
| • |
Allot DNSecure: A multi-tenant solution that allows the service provider to offer opt-in security
services that allow subscribers to define and enforce safe-browsing limits (Parental Control) and to prevent incoming malware from infecting
their devices (Anti-Malware). Services are enforced at the network DNS requests level, requiring no device involvement or battery consumption.
|
| • |
Allot IoTSecure: A multi-tenant solution that enables CSPs to grant each of its enterprise
customers a dedicated management console for monitoring and securing their mobile IoT deployments on the CSP network. |
| • |
Allot BusinessSecure: A multi-tenant solution that provides a simple, reliable and secure
network for the connected business achieved through a small firmware agent installed on the business router, supported by the Allot Secure
cloud, and a mobile application. These elements, working in concert, provide visibility into the network and block both external and internal
attacks. |
| • |
OffnetSecure: A multi-tenant solution that functions as an extension of NetworkSecure, securing
the subscribers’ devices while off the Internet, producing seamless customer protection using market leading malware protection
and controls. |
| • |
Allot Secure Cloud: The Allot Secure cloud provides to each enforcement point in the security
architecture up-to-date threat intelligence, web categorization and device fingerprint data. The Allot Secure cloud uses machine learning
and Artificial Intelligence technologies to identify connected devices, create device-specific profiles and provide anti-virus screening.
|
| • |
AllotDDoS BusinessSecure - A multi-tenant solution that allows the service provider to
offer opt-in network protection services to SMB and Enterprise customers to protect their connectivity lines from DDoS attacks, to prevent
traffic saturation, and to ensure uninterrupted service. |
Protection for the Carriers
| • |
DDoS Secure: A solution that provides attack detection and mitigation services that protect
commercial networks against inbound and outbound Denial of Service (“DoS”) and DDoS attacks, Zero Day attacks, worms, zombie
and spambot behavior. |
| • |
Smart NetProtect: Allot’s multi-layer approach provides protection from multi-vector
attacks against network infrastructure, subscribers, and applications. It is composed of multiple protection capabilities: Anti-DDoS,
Anti-Botnet, Firewall and QoE protection, and provides protection for legacy and modern fixed and mobile architectures, including 5GSA.
|
Integrated Network Visibility and Traffic Management Solutions
In addition to our comprehensive and sophisticated security offerings, our integrated
network visibility and traffic management solutions, together called AllotSmart, provide network visibility and control and allow mobile,
fixed and enterprise operators to elevate their role in the digital lifestyle ecosystem and expand into new business opportunities. AllotSmart
provides our customers with the potential to increase their revenues by monetizing network usage through value-added products and services,
implementing value-based charging and reducing costs by optimizing the delivery and performance of OTT content and cloud computing services.
AllotSmart also promotes improved customer loyalty by enabling service providers to offer a selection of service tiers and digital lifestyle
options, empowering customers to personalize their network experience. In addition, AllotSmart enables telecommunication providers to
comply with a wide range of regulatory requirements aimed to assist governments with securing the public. Our products enable both CSPs
and our governmental and law enforcement customers to monitor the content of internet traffic in order to oversee compliance with legal
and law enforcement requirements.
36
Allot Smart offering includes the following solutions:
| • |
Smart5G: Deliver granular visibility and control of 5G network and application performance
to help CSPs meet customer expectations from eMBB, mMTC, and URLLC. |
| • |
SmartVisibility: Access accurate usage data and analytics to improve network performance and
deliver the services subscribers want. Make informed business decisions based on granular insights. |
| • |
SmartTraffic QoE: Leverage SmartVisibility to reap the benefits of automated congestion management
and QoE optimization. Get the most out of deployed infrastructure and defer expansion. |
| • |
SmartPCC: Innovate and grow revenue by rolling out personalized service plans that cater to
the unique and dynamic needs of prepaid, postpaid, and business customers. |
| • |
SmartSentinel: Navigate the regulatory landscape with flexibility and precision. Comply with
URL filtering, data retention and GDPR regulations efficiently and cost effectively. |
Centralized Management
The Allot NetXplorer is the management umbrella for our devices, platforms and solutions,
providing a central access point for network-wide monitoring, reporting, analytics, troubleshooting, accounting and Quality of Service
policy provisioning. Its user-friendly interface provides our customers with a comprehensive overview of the application, user, device
and network topology traffic, while its wide variety of reports provide accessible, detailed analyses of granular traffic data.
Customers
We derive a significant and growing portion of our revenue from direct sales to large
mobile and fixed-line service providers, as well as government and law enforcement entities. We generate the remainder of our revenue
through a select and well-developed network of channel partners, generally consisting of distributors, resellers, OEMs and system integrators.
In 2025, we derived 43% of our revenues from Europe, 19% from the Americas, 19% from Asia and Oceania and 19% from the Middle East and
Africa. A breakdown of total revenues by geographic location for 2023, 2024 and 2025 is set forth in the following table.
|
Revenues by Location |
||||||||||||||||||||||||
|
($ in thousands) |
||||||||||||||||||||||||
|
2025 |
% Revenues |
2024 |
% Revenues |
2023 |
% Revenues |
|||||||||||||||||||
|
Revenues |
||||||||||||||||||||||||
|
Europe |
$ |
44,014 |
43 |
% |
$ |
35,140 |
38 |
% |
$ |
39,945 |
43 |
% | ||||||||||||
|
Asia and Oceania |
$ |
19,236 |
19 |
% |
$ |
24,010 |
26 |
% |
$ |
20,547 |
22 |
% | ||||||||||||
|
Middle East and Africa |
$ |
19,651 |
19 |
% |
$ |
18,882 |
21 |
% |
$ |
16,116 |
17 |
% | ||||||||||||
|
Americas |
$ |
19,092 |
19 |
% |
$ |
14,163 |
15 |
% |
$ |
16,542 |
18 |
% | ||||||||||||
|
Total Revenues |
$ |
101,993 |
100 |
% |
$ |
92,195 |
100 |
% |
$ |
93,150 |
100 |
% | ||||||||||||
37
Channel Partners
We market and sell our products to end-customers both by direct sales and through
channel partners, which include distributors, resellers, OEMs and system integrators. A significant portion of our sales occur through
our channel partners. In 2025, approximately 43% of our revenues were derived from channel partners. In some cases, our channel partners
are also responsible for installing and providing initial customer support for our products, with our continuous technical assistance.
In the majority of the cases, the partners are responsible for the initial customer support (Tier 1 support), while we act as the escalation
level. Our channel partners are located around the world and address most major markets. Our channel partners target a range of end-users,
including carriers, alternative carriers, cable operators, private networks, data centers and enterprises in a wide range of industries,
including government, financial institutions and education. Our agreements with channel partners that are distributors or resellers are
generally non-exclusive, for an initial term of one year and automatically renew for successive one-year terms unless terminated. After
the first year, such agreements may typically be terminated by either party upon ninety days prior notice.
We offer support to our channel partners. This support includes the generation of
leads through marketing events, seminars and web-based leads and incentive programs as well as technical and sales training.
Sales and Marketing
Our product sales cycle varies based on the intended use by the end-customer. The
sales cycle for initial network deployment may generally last between twelve and twenty-four months for large and medium service providers,
six to twelve months for small service providers, and one to six months for enterprises. Follow-on orders and additional deployment of
our products usually require shorter cycles. Large and medium service providers generally take longer to plan the integration of our solutions
into their existing networks and to set goals for the implementation of the technology.
Our SECaaS sales strategy is to target strategic accounts that have high revenue potential,
while ensuring small to medium sized deals have customer assurances or minimum revenue threshold. Moving forward, the number of our SECaaS
deals will likely drop, but we anticipate the total sales potential will remain the same as was expected under the prior SECaaS sales
strategy, and we believe the emphasis on larger customers with a minimum guaranteed revenues will help us achieve profitability sooner.
We focus our marketing efforts on product positioning, increasing brand awareness,
communicating product advantages and generating qualified leads for our sales organization. We rely on a variety of marketing communications
channels, including our website, trade shows, industry research and professional publications, the press and special events to gain wider
market exposure, as well as an internal cyber marketing team.
We have organized our worldwide sales efforts into the following regions: North America,
South America, Europe, the Middle East and Africa; and Asia and Oceania. We have regional offices in Spain, Italy, France, Singapore,
India, Kazakhstan, Japan, Colombia and Israel. As of December 31, 2025, our sales and marketing staff, including product management and
business development functions, consisted of 97 employees.
Service and Technical Support
We believe our technical support and professional services capabilities are a key
element of our sales strategy. Our technical staff provides project management, delivery, training, support and professional services,
as well as assists in presale activities and advises channel partners on the integration of our solutions into end-customer networks.
Our basic warranty to end-customers (directly or through our partners) is three months for software and twelve months for hardware. Generally,
end-customers are also offered a choice of one year or multi-year customer support programs when they purchase our products. These customer
support programs can be renewed at the end of their terms. Our end-customer support plans generally offer the following features:
38
| • |
unlimited 24/7 access to our global support organization, via phone, email and online support system, provided by regional support
centers; |
| • |
expedited replacement units in the event of a warranty claim; |
| • |
software updates and upgrades offering new features and protocols and addressing new and changing network applications; and
|
| • |
periodic updates of solution documentation, technical information and training. |
Our support plans are designed to maximize network up-time and minimize operating
costs. Our customers, including partners and their end-customers, are entitled to take advantage of our around-the-clock technical support,
which we provide through our seven support centers located in France, Israel, Singapore, India, Colombia, Spain and the United States.
We also offer our customers 24-hour access to an external web-based technical knowledge base, which provides technical support information
and, in the case of our channel partners, enables them to support their customers independently and obtain follow up and support from
us.
We also offer particular professional services, such as network audit, solution design,
project management, business intelligence reports, customer project documentation, integration services, interoperability testing and
training.
The expenditures associated with the technical support staff are allocated in our
statements of comprehensive loss between sale and marketing expenses and cost of goods sold, based on the roles of and tasks performed
by personnel.
As of December 31, 2025, our technical staff consisted of 143 employees, including 64 technical support
persons, 69 deployment and professional services engineers, 9 documentation and training persons, and 1 Management position.
Research and Development
Our research and development activities take place primarily in Israel. We also have
research and development activities in Spain and India. In addition, we use subcontractors in Israel and Poland to source research and
development engineers. We devote a significant amount of our resources towards research and development in order to introduce new products
and continuously enhance existing products and to support our growth strategy. We have assembled a core team of experienced engineers,
many of whom are leaders in their particular field or discipline and have technical degrees from top universities and have experience
working for leading Israeli or international networking companies. These engineers are involved in advancing our core technologies, as
well as in applying these core technologies to our product development activities. In previous years, our research and development efforts
have benefited from non-royalty-bearing grants from the Israel Innovation Authority. As of December 31, 2025, there are no outstanding
royalties due from us to the Israel Innovation Authority. In 2025, we received additional grants from the Israel Innovation Authority;
however, these grants do not bear royalties. Under the terms of those grants, we are required to perform our manufacturing activities
for products arising from the research and development funded by such grants within the state of Israel. The State of Israel does not
own any proprietary rights in technology developed with the Innovation Authority funding and there is no restriction related to the Israel
Innovation Authority on the export of products manufactured using technology developed with the Israel Innovation Authority funding (other
limitations on export apply under applicable law). In addition, we have received during 2025 grants from the Spain Tax Authority. For
a description of restrictions on the transfer of the technology and with respect to manufacturing rights, please see “ITEM 3: Key
Information-Risk Factors-The government grants we have received for research and development expenditures require us to satisfy specified
conditions and restrict our ability to manufacture products and transfer technologies outside of Israel. If we fail to comply with these
conditions or such restrictions, we may be required to refund grants previously received together with interest and penalties and may
be subject to criminal charges.”
39
Subcontracting
We subcontract the integration of our software products with off-the-shelf hardware
platforms provided mainly by Lenovo and Hewlett Packard Enterprise (HPE). Based on verbal understandings, Arrow ocs (Israel) performs
the integration of the software product with HPE servers, while Malam-Team (Israel) performs the integration of such software with Lenovo
Servers. Such hardware components are manufactured in accordance with the design of our products.
Some of the hardware components of our products are obtained from single or limited
sources.
The global AI industry has generated increased demand for off-the-shelf hardware components
across multiple industries, including components necessary for the production of our solutions. We carry approximately three to nine months
of inventory of key components, however this new demand has resulted in and may continue to result in shortages of components necessary
for our solutions, substantial increases in prices for such components and suppliers requiring us to increase lead times and adjust purchase
quantities of such components in advance in order to secure sufficient supply. Such shortages of components, as well as the increases
in pricing, order requirements and lead times, has and may continue to impact our cost of goods and products and our ability to supply
solutions to our customers on time.
In addition, since our products have been designed to incorporate these specific components,
any change in these components due to an interruption in supply or our inability to obtain such components on a timely basis may require
engineering changes to our products before we could incorporate substitute components. Global semiconductor shortages could increase
the possibility of making such engineering changes, or taking other remedial measures, as many of our suppliers use semiconductors in
the products we require.
Competition
We compete against large companies in a rapidly evolving and highly competitive sector
of the networking technology market, which offer, or may offer in the future, competing technologies, including partial or alternative
solutions to operators’ and enterprises’ challenges, and which, similarly to us, intensely pursue the largest service providers
(referred to as Tier 1 operators) as well as large enterprises. Our DNI technology enabled offerings face significant competition from
router and switch infrastructure companies that integrate functionalities into their platforms addressing some of the same types of issues
that our products are designed to address. This competition is expected to intensify as expansion of 5G networks progresses. The DNI market
has lower long-term visibility; therefore there is less visibility for growth in our DNI segment for 2026.
Our security products, which are offered to operators and are deployed in their networks
for the purpose of enabling them to provide security services to their end customers, are subject to competition from companies which
offer security products, based on different technology and marketing and sales approaches. Primarily we compete by providing a network
native architecture that allows zero touch operation by the end-user. Additionally, we compete on the basis of product performance, ease
of use and installation, customer support, ability to integrate multiple solutions over our management system and price.
Our security product offerings face significant competition from companies that directly
approach end customers and offer them security applications to be installed on their devices; companies that approach the business enterprise
sector through distribution channels and offer cloud security products; and companies that offer security products bundled with other
products. In addition, the emergence of new market entrants leveraging advanced AI technologies may disrupt certain use cases and customer
segments, potentially challenge our competitive position and impacting demand for our solutions. By offering our security products to
operators that provide security services to both small and medium size business and individual end customers, we aim to expand the reach
of our products.
40
See “ITEM 3: Key Information-Risk Factors-Our revenues and business may be adversely
affected if we do not effectively compete in the markets in which we operate.”
Intellectual Property
Our intellectual property rights are very important to our business. We believe that
the complexity of our products and the know-how incorporated into them makes it difficult to copy them or replicate their features. We
rely on a combination of confidentiality and other protective clauses in our agreements, copyright and trade secrets to protect our know-how.
We also restrict access to our servers physically and through closed networks since our product designs and software are stored electronically
and thus are highly portable.
We customarily require our employees, subcontractors, customers, distributors, resellers,
software testers, technology partners and contractors to execute confidentiality agreements or agree to confidentiality undertakings when
their relationship with us begins. Typically, our employment contracts also include assignment of intellectual property rights for all
inventions developed by employees, non-disclosure of all confidential information, and non-compete clauses, which generally restrict the
employee for six months following termination of employment. The enforceability of non-compete clauses in certain jurisdictions in which
we operate may be limited. See “ITEM 3: Key Information-Risk Factors-If we are unable to successfully protect the intellectual property
embodied in our technology, our business could be harmed significantly.”
The communications equipment industry is characterized by constant product changes
resulting from new technological developments, performance improvements and lower hardware costs. We believe that our future growth depends
to a large extent on our ability to be an innovator in the development and application of hardware and software technology. As we develop
the next generation products, we initiated and continuously pursue patent protection for our core technologies in the telecommunications
market. We have and plan to continue to seek patent protection in our largest markets and our competitors’ markets, for example
in the United States and Europe. As we continue to spread our business into additional markets, such as Japan and Australia, we will evaluate
how best to protect our technologies in those markets. We intend to vigorously prosecute and defend the rights of our intellectual property.
As of December 31, 2025, we had 28 in-force U.S. patents. We expect to formalize our
evaluation process for determining which inventions to protect by patents or other means.
Government Regulation
Due to the industry and geographic diversity of our operations and services, our operations are subject
to a variety of rules and regulations, including import and export controls, sanctions, privacy and data protection, and several government
agencies in the United States, the E.U. and other countries regulate various aspects of our business.
Export Controls
The export of some of our products and solutions is subject to Israeli export control
laws which are administered by the Israeli Defense Export Controls Agency (“DECA”) within the Israeli Ministry of Defense.
A license from DECA is required to develop, manufacture, integrate and export encryption products or products that incorporate encryption,
including the encryption embedded in substantially all of our products. In general, such a license is valid for one year and is granted
and renewed as a matter of course for such products. The failure to possess the necessary license can lead to sanctions, including the
denial of licenses in the future, fines, and criminal penalties. We currently operate under an export license issued pursuant to the Israeli
encryption control regime. Israeli export control laws and regulations as well as the licenses granted to us by DECA prohibit us from
exporting some of our products to customers in certain countries and require us to obtain the consent of DECA to export some of our products
to customers in certain other countries. The encryption export control regulation has been repealed and will no longer be in effect as
of March 21, 2026.
41
In addition, we are subject to U.S. export control laws and regulations, including
the Export Administration Regulations (the “EAR”) administered by the U.S. Bureau of Industry and Security (“BIS”),
and the International Traffic in Arms Regulations administered by the U.S. State Department’s Directorate of Defense Trade Controls.
In June 2025, we submitted an initial voluntary self-disclosure to the BIS related to possible export control violations in connection
with the provision of software upgrades and one expansion card to a small number of customers in Russia and our use of subcontractor software
engineers in Belarus who accessed certain of our software and technology. We have undertaken remedial steps, and we made a final submission
to BIS in March 2026. We cannot provide any assurance as to the response of BIS to our submission, including the effectiveness of our
remedial steps, and we may be subject to investigations and/or penalties.
Sanctions
Our activities are subject to certain economic sanctions laws including the laws of
the State of Israel and the United States, and our policies require us to comply with such applicable regimes, laws and regulations. In
addition, we have adopted internal policies and procedures restricting sales to certain additional countries, designated entities and
individuals.
Data Privacy
Given the global nature of our operations, we are subject to a variety of local, state,
national, and international laws and directives and regulations related to privacy and data protection, data security, data storage and
retention, data transfer and deletion, and technology protection.
Virtually every jurisdiction in which we operate has established its own legal framework
relating to privacy, data protection, and information security matters with which we and/or our customers must comply. Laws and regulations
in these jurisdictions apply broadly to the collection, use, storage, retention, disclosure, security, transfer, and other processing
of data that identifies or may be used to identify or locate an individual. Some countries and regions have passed legislation that imposes
significant obligations in connection with privacy, data protection, and information security.
United States
The United States has federal and state laws and regulations regarding privacy and
information security, including consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), data breach notification
laws, and personal data privacy laws. States continue to revise and pass new privacy-related legislation. For example, the California
Consumer Privacy Act (CCPA) and follow-on legislation in the California Privacy Rights Act (CPRA), grants California residents certain
rights to access, correct and request deletion of personal information and opt out of the sale and sharing of personal information. Similar
laws passed in various other states such as Virginia, Colorado, Connecticut, New Jersey and Texas, with effective dates through 2026.
A broad range of legislative measures also have been introduced at the federal level. Some state laws also minimize what data can be collected
from consumers and how businesses may use and disclose it.
Europe and UK
We are required to comply with the GDPR and, following the exit of the UK from the
EU, the UK equivalent. Implementation of the GDPR and the UK equivalent exposes us to two parallel data protection regimes, each of which
impose several stringent requirements for controllers and processors of personal information and could make it more difficult to and/or
more costly for us to collect, store, use, transmit and process personal information and sensitive data. Non-compliance with the GDPR
and the UK equivalent legislation may result in administrative fines or monetary penalties of up to 4% of worldwide annual revenue in
the preceding financial year or EUR20 million (or GBP 17.5 million under the UK legislation), whichever is higher for the most serious
infringements, and could result in proceedings against us by governmental entities or other related parties.
42
Israel
The Israeli Privacy Protection Law, 1981 (“PPL”), along with its regulations
such as the Israeli Privacy Protection Regulations (Data Security) 2017 (“Security Regulations”), mandates strict requirements
for processing, transferring and securing personal data. A significant amendment to the PPL, known as Amendment 13, was approved by the
Israeli Parliament in August 2024 and became effective on August 14, 2025. This amendment notably enhances the investigative powers of
the Privacy Protection Authority and increases the potential monetary sanctions for violations, which could reach millions of NIS in certain
cases. Compliance with Amendment 13 may necessitate substantial changes to our data processing practices and could involve significant
costs. Non-compliance with the PPL may lead to enforcement actions, litigation, including class actions, and substantial fines and penalties.
AI
As we continue to innovate and improve our offerings by leveraging AI, jurisdictions
are turning increasing attention to the regulation and governance of the use of AI and machine learning technologies. As these legal requirements
evolve, we may face additional scrutiny and regulation and bear increased compliance costs and other exposures associated with the regulation
of our use of such technologies. In addition, we may become subject to new or heightened legal, ethical or other challenges arising out
of the perceived or actual impact of AI on human rights, intellectual property, privacy and employment, among other issues, and we may
experience brand or reputational harm, legal liability or increased costs associated with those issues. For more information, see Item
3.D “Risk Factors—Issues in the use of AI (including machine learning) in our solutions may result in reputational harm, liability
or impact our financial results.”
Internal Cybersecurity
As a provider of innovative network intelligence and security solutions for mobile
and fixed service providers, we are particularly sensitive about the possibility of cyber-attacks and data theft. A breach of our system
could provide data information about us and the customers that our solutions protect. Further, we may be targeted by cyber-terrorists
because we are an Israeli company. We are also aware of the material impact that an actual or perceived breach of our network may have
on the market perception of our products and services and on our potential liability.
We are focused on instituting new technologies and solutions to assist in the prevention
of potential and attempted cyber-attacks, as well as protective measures and contingency plans in the event of an existing attack. For
instance, in our internal IT systems, we employ identity and access controls, next-gen endpoint protection and other security measures
that we believe make our infrastructure less susceptible to cyber-attacks. We also continuously monitor our IT networks and systems for
intrusions and regularly maintain our backup and protective systems. We have made certain updates to our IT infrastructure to enhance
our ability to prevent and respond to such threats and we routinely test the infrastructure for vulnerabilities.
We conduct periodic trainings for our employees in this respect on phishing, malware
and other cybersecurity risks to the Company. We also have mechanisms in place designed to ensure prompt internal reporting of potential
or actual cybersecurity breaches, and maintain compliance programs to address the potential applicability of restrictions on trading while
in possession of material, nonpublic information generally and in connection with a cybersecurity breach. Finally, our agreements with
third parties also typically contain provisions that reduce or limit our exposure to liability.
43
C. Organizational Structure
As of December 31, 2025, we held directly and indirectly the percentage indicated of the outstanding
capital of the following subsidiaries:
|
Company |
Jurisdiction of Incorporation |
Percentage Ownership |
||||
|
Allot Communications Inc. |
United States |
100 |
% | |||
|
Allot Communications Europe SARL |
France |
100 |
% | |||
|
Allot Communications (Asia Pacific) Pte. Limited |
Singapore |
100 |
% | |||
|
Allot Communications (UK) Limited (with branches in Italy and Germany) |
United Kingdom |
100 |
% | |||
|
Allot Communications Japan K.K. |
Japan |
100 |
% | |||
|
Allot Communications Africa (PTY) Ltd |
South Africa |
100 |
% | |||
|
Allot Communications India Private Ltd |
India |
100 |
% | |||
|
Allot Communications Spain, S.L. Sociedad Unipersonal |
Spain |
100 |
% | |||
|
Allot Communications (Colombia) S.A.S |
Colombia |
100 |
% | |||
|
Allot MexSub |
Mexico |
100 |
% | |||
|
Allot Turkey Komunikasion Hizmeleri limited |
Turkey |
100 |
% | |||
|
Allot Australia (PTY) LTD |
Australia |
100 |
% | |||
* Allot Ltd also holds a branch in Colombia.
D. Property, Plant and Equipment
Our principal administrative and research and development activities are located in
our approximately 43,000 square foot (4,000 square meter) facilities in Hod-Hasharon, Israel. The leases for our facilities vary in dates
and terms, with the main facility’s non-stabilized lease expiring in March 2030.
We recently closed a small office in Spain and currently lease a single 6,668.46 square
feet (619.53 square meters) facility in Spain, mainly for our sales and research and development operations, pursuant to lease agreements.
The lease agreement of this site was renewed for three years in 2023 till 2026.
ITEM 4A: Unresolved Staff Comments
Not applicable.
44
ITEM 5: Operating and Financial Review and Prospects
The information contained in this section should be read in conjunction
with our consolidated financial statements for the year ended December 31, 2025 and related notes and the information contained elsewhere
in this annual report. Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S.
GAAP”). This discussion contains forward-looking statements that are subject to known and unknown risks and uncertainties. As a
result of many factors, such as those set forth under “ITEM 3.D: Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements,” our actual results may differ materially from those anticipated in these forward-looking statements.
A. Operating Results
Overview
We are a leading provider of innovative network intelligence and security solutions
that enable service providers and enterprises to protect and personalize the digital experience and monetize on their networks. Our flexible
and highly scalable service delivery framework leverages the intelligence in data networks, enabling service providers to get closer to
their customers, safeguard network assets and users, and accelerate time-to-revenue for value-added services. Our customers use our solutions
to create sophisticated policies to monitor network applications, enforce quality of service policies that guarantee mission-critical
application performance, mitigate security risks and leverage network infrastructure investments.
We market and sell our products through a variety of channels, including direct sales
and through our channel partners, which include distributors, resellers, OEMs and system integrators. We have a diversified end-customer
base consisting primarily of service providers, enterprises, government and law enforcement entities. The resulting intelligent, content-aware
broadband networks enable our customers to accurately monitor and manage network traffic per application, subscriber, network topology
and device.
In 2025, the primary drivers of our revenues were the mobile and fixed markets.
Key measures of our performance
Revenues
We generate revenues from two sources: (1) sales of our network traffic management
systems, our network management application solutions and platforms, and our security solution to telecom providers and (2) the provision
of maintenance and support services and professional services, including installation and training. We generally provide maintenance and
support services pursuant to a maintenance and support program, which may be purchased by customers at the time of product purchase or
on a renewal basis.
We recognize revenue under the core principle that transfer of control of our products
or services to our customers should be reflected by an amount that represents the consideration we expect to receive in revenue. As such,
we identify a contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate
the transaction price to each performance obligation in the contract and recognize revenues when (or as) we satisfy each performance obligation.
Apart from our Security-as-a-Service deals, we typically grant a one-year hardware and three-month software warranty on all of our products,
or one-year hardware and software warranty to customers that purchase annual maintenance and support. As part of our Security-as-a-Service
offering, the maintenance and support services are inherent to the security service fee. Typically, our support contracts with our customers
provide hot line support, warranty, and software updates and upgrades if and when available. We record a provision for warranty at the
time the product’s revenue is recognized. We estimate the liability of possible warranty claims based on our historical experience.
Warranty claims have to date been immaterial to our results of operations. Maintenance and support revenues are recognized on a straight-line
basis over the term of the applicable maintenance and support agreement. See “-Critical Accounting Policies and Estimates-Revenue
Recognition” below.
45
Geographical breakdown. See “-Operating
Results-Results of Operations-Revenues.” for the geographic breakdown of our revenues by percentage for the years ended December
31, 2024 and 2025.
Cost of revenues and gross margins
Our products’ cost of revenues consists primarily of costs of materials, manufacturing
services and overhead, warehousing and product testing. Our services’ cost of revenues consists primarily of salaries and related
personnel costs for our customer success staff. In 2025, our gross margin increased compared to 2024 due to an efficiency and cost reduction
process undertaken by the company to align cost structure as well as the revenue levels and mix of revenue. In 2024, our gross margin
increased compared to 2023 due to an efficiency and cost reduction process undertaken by the company to align cost structure and revenue
levels.
We believe that measuring our products’ cost of revenues and gross margins is
helpful to understand our financial statements and results of operations because it enables the investors to evaluate the company’s
effectiveness in its operations. In addition, our management team uses these metrics to monitor the company’s performance.
Operating expenses
Research and development. Our research and
development expenses consist primarily of salaries and related personnel costs, costs for subcontractor services, depreciation, rent and
costs of materials consumed in connection with the design and development of our products. We expense all of our research and development
costs as they are incurred. Our net research and development expenses are comprised of gross research and development expenses offset
by financing through grants from the Israel Innovation Authority and Spain Tax Authority. Such participation grants are recognized at
the time at which we are entitled to such grants on the basis of the costs incurred and included as a deduction of research and development
expenses (see “Government Grants” below). We believe that significant investment in research and development, including hiring
high quality research and development personnel, is essential to our future success.
Sales and marketing. Our sales and marketing
expenses consist primarily of salaries and related personnel costs, travel expenses, costs associated with promotional activities such
as public relations, conventions and exhibitions, rental expenses, depreciation and commissions paid to third parties, promote our brand,
establish new marketing channels and expand our presence worldwide.
General and administrative. Our general and
administrative expenses consist of salaries and related personnel costs, rental expenses, costs for professional services, credit loss
expenses and depreciation. General and administrative expenses also include costs associated with corporate governance, VAT and other
tax expenses and regulatory compliance, compliance with the rules implemented by the SEC, Nasdaq and the TASE and premiums for our director
and officer liability insurance.
Approved Enterprise
Our facilities in Hod-Hasharon, Israel have been granted Approved Enterprise status
under the Encouragement of Capital Investments Law, 1959, and enjoy certain tax benefits under this program. We intend to utilize these
tax benefits after we utilize our net operating loss carry forwards. As of December 31, 2025, our net operating loss carry forwards for
Israeli tax purposes totaled approximately $152 million. Income derived from other sources, other than through our “Approved Enterprise”
status, during the benefit period will be subject to the regular corporate tax rate.
46
Government Grants
Our research and development efforts have been financed, in part, through grants from
the Israel Innovation Authority under our approved plans in accordance with the Research and Development Law. In 2025, 2024 and 2023,
we received grants from the Israel Innovation Authority through non-royalty bearing programs. In addition, during 2025, 2024 and 2023,
we received non-royalty bearing grants from the Spain Tax Authority.
Factors Affecting Our Performance
Our business, financial position and results of operations, as well as the period-to-period
comparability of our financial results, are significantly affected by a number of factors, some of which are beyond our control, including:
Customer concentration. The revenues derived
from our largest customer in each of the past three years were 7%, 8% and 15% of our total revenues in 2025, 2024 and 2023, respectively.
The revenues derived from our second largest customer amounted to 7%, 6% and 9% of our total revenues for 2025, 2024 and 2023, respectively.
While we have some visibility into the likely scope of the customers’ projects, our relationships are conducted solely on a purchase
order basis and we do not have any commitment for future purchase orders from these customers. The loss of any of such third parties could
harm our results of operations and financial condition.
Size of end-customers and sales cycles. We
have a global, diversified end-customer base consisting primarily of service providers, enterprises, government and law enforcement entities.
The deployment of our products by small and midsize enterprises and service providers can be completed relatively quickly. Large service
providers take longer to plan the integration of our solutions into their existing networks and to set goals for the implementation of
the technology. Sales to large service providers are therefore more complicated as they involve a relatively larger number of network
elements and solutions. We are seeking to obtain additional significant customers in the large service provider market that would positively
impact our future performance, but could decrease our market share. The longer sales cycles associated with the increased sales to large
service providers of our platforms may increase the unpredictability of the timing of our sales and may cause our quarterly and annual
operating results to fluctuate if a significant customer delays its purchasing decision and/or defers an order. Furthermore, longer sales
cycles may result in delays from the time we increase our operating expenses and make investments in inventory to the time that we generate
revenue from related product sales.
Average selling prices. Our performance is
affected by the selling prices of our products. We price our products based on several factors, including manufacturing costs, the stage
of the product’s life cycle, competition, technical complexity of the product, and discounts given to channel partners in certain
territories. We typically are able to charge the highest price for a product when it is first introduced to the market. We expect that
the average selling prices for our products will decrease over each product’s life cycle as our competitors introduce new products.
In order to maintain or increase our current prices, we expect that we will need to enhance the functionality of our existing products
by offering higher system speeds, additional products and features, such as additional security functions, supporting additional applications
and providing enhanced reporting tools. We also from time to time introduce enhanced products, typically higher-end models that include
new architecture and design and new capabilities that will be offered for an additional charge. Such enhanced products typically increase
our average selling price. To further offset such declines, we sell maintenance and support programs for our products, and as our customer
base and number of field installations grow, our related service revenues are expected to increase.
Cost of revenues and cost reductions. Our
cost of revenues as a percentage of total revenues was 28.9% for 2025 and 30.9% for 2024. Our products use off-the-shelf components and
typically the prices of such components decline over time. However, the introduction and sale of new or enhanced products and services
may result in an increase in our cost of revenues. We make a continuous effort to identify cheaper components of comparable performance
and quality. We also seek improvements in engineering and manufacturing efficiency to reduce costs. Our products incorporate features
that are purchased from third parties. In addition, new products usually have higher costs during the initial introduction period. We
generally expect such costs to decline as the product matures and sales volume increases. The introduction of new products may also involve
a significant decrease in demand for older products. Such a decrease may result in a devaluation or write-off of such older products and
their respective components. The growth of our customer base is usually coupled with increased service revenues primarily resulting from
increased maintenance and support. In addition, the growth of our installed base with large service providers may result in increased
demand for professional services, such as training and installation services. An increase in demand for such services may require us to
hire additional personnel and incur other expenditures. However, these additional expenses, handled efficiently, may be utilized to further
support the growth of our customer base and increase service revenues. In 2025, our cost of revenues decreased due to revenue mix, efficiency,
and cost structure alignment to revenue levels.
47
Currency exposure. A majority of our revenues
in previous years and a substantial portion of our expenses are denominated in the U.S. dollar. However, a significant portion of our
revenues is incurred in currencies other than the U.S. dollar, for example in Euros. In addition, a significant portion of our expenses,
associated with our global operations, including personnel and facilities-related expenses, are incurred in currencies other than the
U.S. dollar; this is the case primarily in Israel and to a lesser extent in other countries in Europe, Asia, Africa and Latin America.
Consequently, a decrease in the value of the U.S. dollar relative to local currencies will increase the dollar cost of our operations
in these countries. A relative decrease in the value of the U.S. dollar would be partially offset to the extent that we generate revenues
in such currencies. In order to partially mitigate this exposure, we have decided in the past and may decide from time to time in the
future to enter into hedging transactions. We may discontinue hedging activities at any time. As such decisions involve substantial judgment
and assessments primarily regarding future trends in foreign exchange markets, which are very volatile, as well as our future level and
timing of cash flows of these currencies, we cannot provide any assurance that such hedging transactions will not affect our results of
operations when they are realized. See Note 5 to our consolidated financial statements included elsewhere in this annual report for further
information. Also see “ITEM 11: Quantitative and Qualitative Disclosure About Market Risk.”
Interest rate exposure. We have a significant
amount of cash that is currently invested primarily in interest bearing vehicles, such as bank time deposits and available for sale marketable
securities. These investments expose us to risks associated with interest rate fluctuations See “ITEM 11: Quantitative and Qualitative
Disclosure About Market Risk.”
Results of Operations
The following table sets forth our statements of operations as a percentage of revenues
for the periods indicated:
|
Year Ended December 31, |
||||||||
|
2024 |
2025 |
|||||||
|
Revenues: |
||||||||
|
Products |
32.6 |
30.4 |
||||||
|
Services |
67.4 |
69.6 |
||||||
|
Total revenues |
100 |
100 |
||||||
|
Cost of revenues: |
||||||||
|
Products |
11.6 |
12.6 |
||||||
|
Services |
19.3 |
16.3 |
||||||
|
Total cost of revenues |
30.9 |
28.9 |
||||||
|
Gross profit |
69.1 |
71.1 |
||||||
|
Operating expenses: |
||||||||
|
Research and development, net |
28.3 |
24 |
||||||
|
Sales and marketing |
33.5 |
30.2 |
||||||
|
General and administrative |
13.8 |
13.4 |
||||||
|
Total operating expenses |
75.6 |
67.6 |
||||||
|
Operating (loss) income |
(6.5 |
) |
3.5 |
|||||
|
Loss from extinguishment |
- |
(1.4 |
) | |||||
|
Other income |
- |
0.1 |
||||||
|
Financing income, net |
2.07 |
2.6 |
||||||
|
Profit (Loss) before income tax expense |
(4.45 |
) |
4.8 |
|||||
|
Tax expense |
1.91 |
1.2 |
||||||
|
Net profit (loss) |
(6.4 |
) |
3.6 |
|||||
48
Revenues
See “ITEM 4B: Information on Allot-Business Overview-Customers” for the
geographic breakdown of our revenues by percentage for the years ended December 31, 2023, 2024 and 2025.
Year Ended December 31, 2025 Compared to Year
Ended December 31, 2024
Products. Product revenues increased by $0.9
million, or 3%, to $31 million in 2025 from $30.1 million in 2024. The increase in product revenues in 2025 was mainly attributable to
an increase in the number of AllotSmart product deals during 2025.
Services. Service revenues increased by $8.9
million, or 14%, to $71 million in 2025 from $62.1 million in 2024. The increase was mainly attributed to an increase in our SECaaS solution
recurring revenue from new and existing customers.
Product revenues comprised 30.4% of our total revenues in 2025, a decrease of 2.2%
compared to 2024 while the services revenues portion comprised 69.6% of our total revenues in 2025, an increase by 2.2%.
Cost of revenues and gross margin
Products. Cost of product revenues increased
by $2.1 million, or 20%, to $12.8 million in 2025 from $10.7 million in 2024. Product gross margin decreased to 59% in 2025 from 64% in
2024. The decrease in product gross margin was mainly attributed to higher cost of product deals in 2025.
Services. Cost of services revenues decreased
by $1.2 million, or 7%, to $16.6 million in 2025 from $17.8 million in 2024. Services gross margin increased to 77% in 2025 from 71% in
2024. This increase in service gross margin is mainly attributed to a change in our mix of services and products. Specifically, in 2025
relative to 2024, there was a higher percentage of revenues attributable to our SECaaS solution, as well as a lower cost of services
due to a lower cost of product deals.
Total gross margin increased from 69.1% in 2024 to 71.1% in 2025.
Operating expenses
Research and development. Research and development
expenses decreased by $1.6 million, or 6%, to $24.5 million in 2025 from $26.1 million in 2024. The decrease in our research and development
expenses is mainly attributable to reduction in workforce and cost structure alignment as part of efficiency process carried out in 2025.
Gross research and development expenses as a percentage of total revenues decreased to 25.4% (24%, net) in 2025 from 30.1% (28.3%, net)
in 2024.
Sales and marketing. Sales and marketing expenses
decreased by $0.1 million, to $30.8 million in 2025 from $30.9 million in 2024.
49
General and administrative. General and administrative
expenses increased by $0.9 million, or 7%, to $13.6 million in 2025 from $12.7 million in 2024. The increase is primarily attributable
to legal and other general expenses. General and administrative expenses as a percentage of revenues decreased to 13.4% in 2025 from 13.8%
in 2024.
Financial income, net. In 2025, we had $2.6
million financial income, net. In 2024, we had $1.9 million financial income, net. The change in 2025 was mainly attributed to a increase
in interest income.
Income tax expense. In 2025, we had
$1.2 million income tax expense. In 2024, we had $1.8 million income tax expense. The change in 2025 was mainly attributed to the decrease
in withholding taxes and provision for uncertain tax position.
For a discussion of our operating results for the fiscal year ended December 31, 2024,
as compared to the fiscal year ended December 31, 2023, see “ITEM 5. Operating and Financial Review and Prospects-Operating Results”
of our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, which was filed with the SEC on March 27, 2025.
Other Financial and Operating Data:
|
Year ended December 31, |
||||||||||||
|
2025 |
2024 |
2023 |
||||||||||
|
(in millions) |
||||||||||||
|
SECaaS revenues(1)
|
$ |
26.8 |
$ |
16.5 |
$ |
10.6 |
||||||
|
Recurring revenues(2)
|
$ |
62.8 |
$ |
53.8 |
$ |
49.5 |
||||||
|
SECaaS ARR(3) |
$ |
30.8 |
$ |
18.2 |
$ |
12.7 |
||||||
|
(1) |
SECaaS refers to security as a service. We enter into service contracts pursuant to which we provide our
SECaaS solution to operators using a revenue share business model whereby we and the operator share the revenue generated from the operator’s
subscribers, or a fixed periodic fee up to an agreed number of subscribers. A majority of our SECaaS revenues are from contracts that
are for one year or longer. We consider the operator to be our customer. The majority of our SECaaS service contracts contain a single
performance obligation comprised of a series of distinct goods and services satisfied over time. Contract consideration is based on usage
by the operator’s subscribers. As such, we allocate the variable consideration from those contracts to distinct service periods
in which the service is provided and recognize revenue for each distinct service period. |
|
(2) |
Recurring revenues refers to the sum of support and maintenance revenues and SECaaS revenues. We generally
provide maintenance and support services pursuant to a maintenance and support program, which may be purchased by customers at the time
of product purchase or on a renewal basis. A majority of these programs are for one year or longer. |
50
|
(3) |
SECaaS ARR measures the current annual recurring SECaaS revenues, which is calculated based on estimated
SECaaS revenues for the last month in the relevant period multiplied by 12.
Non-GAAP Financial Measures
The following non-GAAP financial data and reconciliations to financial information
prepared in accordance with GAAP, including non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating
profit (loss) and non-GAAP net income (loss), are presented to enable investors to have additional information on our business performance
as well as a further basis for periodic comparisons and trends relating to our financial results. We believe such data provides useful
information to investors and analysts by facilitating more meaningful comparisons of our financial results over time. The Company provides
these non-GAAP financial measures because it believes they present a better measure of the Company’s core business and management
uses the non-GAAP measures internally to evaluate the Company’s ongoing performance. Accordingly, the Company believes they are
useful to investors in enhancing an understanding of the Company’s operating performance.
The non-GAAP financial measures used by the Company are not based on any comprehensive
set of accounting rules or principles. We believe that non-GAAP financial measures have limitations in that they do not reflect all of
the amounts associated with our results of operations, as determined in accordance with GAAP, and that these measures should only be used
to evaluate our results of operations in conjunction with the corresponding GAAP measures.
Investors are cautioned that, unlike financial measures prepared in accordance with
GAAP, non-GAAP financial measures may not be comparable with the calculation of similar measures for other companies. Investors should
consider non-GAAP financial measures in addition to, and not as replacements for or superior to, measures of financial performance prepared
in accordance with GAAP. |
|
|
Year ended December 31, |
|||||||||||
|
|
2023 |
2024 |
2025 |
|||||||||
|
GAAP gross profit |
$ |
52,686 |
$ |
63,690 |
$ |
72,552 |
||||||
|
Share-based compensation(1)
|
1,219 |
779 |
564 |
|||||||||
|
Amortization of intangible assets |
1,606 |
608 |
305 |
|||||||||
|
Non-GAAP gross profit |
$ |
55,511 |
$ |
65,077 |
$ |
73,421 |
||||||
|
|
||||||||||||
|
GAAP gross margin |
56.6 |
% |
69.1 |
% |
71.1 |
% | ||||||
|
Share-based compensation(1)
|
1.3 |
% |
0.8 |
% |
0.6 |
% | ||||||
|
Amortization of intangible assets |
1.7 |
% |
0.7 |
% |
0.3 |
% | ||||||
|
Non-GAAP gross margin |
59.6 |
% |
70.6 |
% |
72.0 |
% | ||||||
|
|
||||||||||||
|
GAAP operating expenses |
$ |
117,621 |
$ |
69,704 |
$ |
68,948 |
||||||
|
Share-based compensation(1)
|
(7,626 |
) |
(5,261 |
) |
(4,454 |
) | ||||||
|
Income related to M&A activities(2)
|
699 |
- |
— |
|||||||||
|
Non-GAAP operating expenses |
$ |
110,694 |
$ |
64,443 |
$ |
64,495 |
||||||
|
|
||||||||||||
|
GAAP operating loss |
$ |
(64,935 |
) |
$ |
(6,014 |
) |
$ |
3,604 |
||||
|
Share-based compensation(1)
|
8,845 |
6,040 |
5,018 |
|||||||||
|
Income related to M&A activities(2)
|
(699 |
) |
- |
— |
||||||||
|
Amortization of intangible assets |
1,606 |
608 |
305 |
|||||||||
|
Non-GAAP operating profit (loss) |
$ |
(55,183 |
) |
$ |
634 |
$ |
8,927 |
|||||
|
|
||||||||||||
|
GAAP net loss |
$ |
(62,804 |
) |
$ |
(5,869 |
) |
$ |
3,705 |
||||
|
Share-based compensation(1)
|
8,845 |
6,040 |
5,018 |
|||||||||
|
Amortization of intangible assets |
1,606 |
608 |
305 |
|||||||||
|
Income related to M&A activities(2)
|
(656 |
) |
- |
— |
||||||||
|
Loss from extinguishment |
- |
- |
1,410 |
|||||||||
|
Exchange rate differences(3)
|
(378 |
) |
502 |
119 |
||||||||
|
Changes in tax related items |
100 |
352 |
375 |
|||||||||
|
Non-GAAP net income (loss) |
$ |
(53,287 |
) |
$ |
1,633 |
$ |
10,931 |
|
(1) |
The below table sets forth share-based compensation for the periods presented: |
51
|
|
Year ended December 31, |
|||||||||||
|
|
2023 |
2024 |
2025 |
|||||||||
|
(in thousands) |
||||||||||||
|
Cost of revenues |
$ |
1,219 |
$ |
779 |
$ |
564 |
||||||
|
Research and development costs, net |
3,010 |
1,988 |
1,213 |
|||||||||
|
Sales and marketing |
2,651 |
1,855 |
1,571 |
|||||||||
|
General and administrative |
1,965 |
1,418 |
1,670 |
|||||||||
|
Share-based compensation |
$ |
8,845 |
$ |
6,040 |
$ |
5,018 |
||||||
|
(2) |
The below table sets forth income related to M&A activities for the periods presented: |
|
|
Year ended December 31, |
|||||||||||
|
|
2023 |
2024 |
2025 |
|||||||||
|
(in thousands) |
||||||||||||
|
General and administrative |
(699 |
) |
$ |
- |
— |
|||||||
|
Financial expenses |
43 |
- |
— |
|||||||||
|
Income related to M&A activities |
$ |
(656 |
) |
$ |
- |
— |
||||||
|
(3) |
Represents the change in value of non-dollar denominated financial assets based on changes in the relevant
exchange rate compared to the U.S. dollar. |
B. Liquidity and Capital Resources
As of December 31, 2025, we had $17.1 million in cash and cash equivalents, $48.7 million available
for sale marketable securities, and $15.1 million in short-term deposits and $3.6 million short-term restricted deposits. As of December
31, 2025, our working capital, which we calculate by subtracting our current liabilities from our current assets, was $77.8 million.
Based on our current business plan, we believe that our existing cash balances will
be sufficient to meet our anticipated cash needs for working capital and capital expenditures for at least the next twelve months. If
our estimates of revenues, expense or capital or liquidity requirements change or are inaccurate and are insufficient to satisfy our liquidity
requirements, we may seek to sell additional equity or arrange additional debt financing. In addition, we may seek to sell additional
equity or arrange debt financing to give us financial flexibility to pursue attractive acquisitions or investment opportunities that may
arise in the future.
52
Operating Activities
Net cash provided by operating activities in 2025 was $17.8 million. Net cash provided
by operating activities consisted mainly of a net income of $3.7 million, depreciation and amortization of $4.0 million, $5.0 million
of share-based compensation expense, an increase of $6.4 million in deferred revenues, an increase of $4.6 million in inventory, $2.9
million Increase in other payables and accrued expenses, $1.4 million of loss from extinguishment, an increase of $1.0 million in employees
and payroll accruals, an increase of $1.0 million in trade receivables, and a decrease of $1.3 million related to other operating activities.
The change in employees and payroll accruals was mainly due to payroll-related items.
Net cash provided in operating activities in 2024 was $4.8 million. Net cash provided
in operating activities consisted mainly of a net loss of $5.9 million, depreciation, amortization and impairment of intangible assets
of $6.4 million, $6 million of share-based compensation expense, a decrease of $3.3 million in inventory, a decrease of $4.4 million in
employees and payroll accruals, an increase of $1.7 million in trade receivables, a decrease of $0.5 million in other payables and accrued
expenses, a decrease of $0.7 million in other receivables and prepaid expenses, an increase of $1.9 million in deferred revenues and a
decrease of $1.1 million related to other operating activities. The change in employees and payroll accruals, trade payables and other
receivables and prepaid expenses was mainly due to advanced payments to suppliers and payroll-related items.
Investing Activities
Net cash used in investing activities in 2025 was $28.5 million, primarily attributable
to proceeds from maturities of short-term deposits of $45.5 million, the purchase of short-term deposits of $45.4 million, the purchase
of property and equipment of $2.3 million, investment in available-for sale marketable securities $113.7 million and an increase in restricted
deposits of $5.7 million. The above changes were partially offset by the redemption or sale of marketable securities of $92.9 million.
Net cash used in investing activities in 2024 was $2.9 million, primarily attributable
to proceeds from maturities of short-term deposits of $19.3 million, the purchase of short-term deposits of $24.6 million, the purchase
of property and equipment of $2.1 million, investment in available-for sale marketable securities $61 million and other activities. The
above changes were partially offset by the redemption or sale of marketable securities of $64.8 million and a decrease in restricted deposits
of $0.7 million.
Financing Activities
Net cash provided by financing activities in 2025 was $11.1 million, primarily attributable
to the issuance of ordinary shares of $42.3 million, partially offset by the redemption of convertible debt of $31.4 million.
There was no material net cash provided by financing activities in 2024.
For a discussion of our liquidity and capital resources for the fiscal year ended
December 31, 2024, see “ITEM 5. Operating and Financial Review and Prospects-Liquidity and Capital Resources” of our Annual
Report on Form 20-F for the fiscal year ended December 31, 2024, which was filed with the SEC on March 27, 2025.
Material Cash Requirements
Our material cash requirements as of December 31, 2025, and any subsequent interim
period, primarily include our capital expenditures, lease obligations and purchase obligations.
Our capital expenditure primarily consists of purchases of lab equipment, computers
and peripheral equipment, office furniture and equipment, leasehold improvements and SECaaS equipment. Our capital expenditures were $2.5
million in 2023, $2.1 million in 2024 and $2.3 million in 2025. We will continue to make capital expenditures to meet the expected growth
of our business.
53
Our lease obligations consist of the commitments under the lease agreements for our
group facilities and motor vehicles. The group facilities are leased under several lease agreements with various expiration dates. Our
leasing expenses were $3.5 million in 2023, $2.7 million in 2024 and $2 million in 2025.
As of December 31, 2025, we had fixed future minimum lease payments of $5.7 million
related to offices and car leases arrangements, of which $0.8 million is due in the next twelve months, and that we cannot early terminate
or where we would be required to pay a termination fee in the event of early termination.
Our purchase obligations consist primarily of commitments for our operating activities.
Our operating expenses were $118 million in 2023, $70 million in 2024 and $69 million in 2025. More than 75% of the Company’s operating
expenses are attributable to salary expenses. As of December 31, 2025, we had $0.3 million outstanding non-cancelable inventory purchase
obligations with a remaining term of 12 months.
We intend to fund our existing and future material cash requirements with our existing
cash balance. We will continue to make cash commitments, including capital expenditures, to support the growth of our business.
Other than as discussed above, we did not have any significant capital and other commitments
or long-term obligations as of December 31, 2025.
C. Research and Development, Patents and Licenses
In 2023, 2024 and 2025, we received non-royalty bearing grants from the Israel Innovation Authority.
However, the terms of the grants require us to comply with the IIA’s restrictions and obligations as set out below.
| • |
Local Manufacturing Obligation. We must manufacture the products developed with these grants
in Israel. We may manufacture the products outside Israel only if we receive prior approval from the IIA (such approval is not required
for the transfer of up to 10% of the manufacturing capacity in the aggregate, in which case a notice must be provided to the IIA and not
objected to by the IIA within 30 days of such notice). |
| • |
Know-How Transfer Limitation. We have certain limitations on our ability to transfer know-how
funded by the IIA. Approval of any transfer of IIA funded know-how to another Israeli company will be granted only if the recipient abides
by the provisions of the Innovation Law and related regulations. Transfer of IIA funded know-how outside of Israel requires prior approval
of the IIA and may be subject to payments to the IIA. |
| • |
Change of Control. We must notify the IIA in respect of any change in the means of control
in our company, including ownership of our shares. In respect of any non-Israeli citizen, resident or entity that, among other things,
(i) becomes a holder of 5% or more of our share capital or voting rights, (ii) is entitled to appoint one or more of our directors or
our chief executive officer or (iii) due to the change in the means of control in our company, is nominated as one of our directors or
as our chief executive officer we are required to obtain an undertaking that such non-Israeli citizen, resident or entity will comply
with the rules and regulations applicable to the grant programs of the IIA. |
Approval to manufacture products outside of Israel or consent to the transfer of IIA
funded know-how, if requested, is within the discretion of the IIA. Furthermore, the IIA may impose conditions on any arrangement under
which it permits us to transfer IIA funded know-how or manufacturing out of Israel.
Currently, Allot does not have any open grants with IIA. There can be no assurance
that Allot will receive any grants during 2026.
As of December 31, 2025, we had 28 issued U.S. patents. We expect to formalize our
evaluation process for determining which inventions to protect by patents or other means. We cannot be certain that patents will be issued
as a result of the patent applications we have filed.
54
In addition, during 2023, 2024 and 2025, we received non-royalty bearing grants from
the Spain Tax Authority.
These grants from the Spain Tax Authority are subject to specific compliance requirements
and reporting obligations, which we continue to monitor to ensure conformity with applicable regulations. We believe that the financial
support received has contributed to advancing our research and development initiatives and strengthening our intellectual property portfolio.
As we progress, we intend to leverage both domestic and international government funding opportunities to further enhance our technological
capabilities and remain competitive in the global market.
D. Trend Information
See “ITEM 5: Operating and Financial Review and Prospects” above.
E. Critical Accounting Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. These estimates and judgments are subject to an inherent degree of uncertainty and actual results may differ. Our significant
accounting policies are more fully described in Note 2 to our consolidated financial statements included elsewhere in this annual report.
Certain of our accounting policies are particularly important to the portrayal of our financial position and results of operations. In
applying these critical accounting policies, our management uses its judgment to determine the appropriate assumptions to be used in making
certain estimates. Those estimates are based on our historical experience, the terms of existing contracts, our observance of trends in
our industry, information provided by our customers and information available from other outside sources, as appropriate. With respect
to our policies on revenue recognition and warranty costs, our historical experience is based principally on our operations since we commenced
selling our products in 1998. Our estimates are primarily guided by observing the following critical accounting policies:
| • |
Revenue recognition; |
| • |
Inventories; |
| • |
Impairment of goodwill and long lived assets; |
Because each of the accounting policies listed above requires the exercise of certain
judgments and the use of estimates, actual results may differ from our estimations and as a result would increase or decrease our future
revenues and net income.
Revenue recognition. The Company generates
revenues mainly from selling its products along with related maintenance and support services. At times, these arrangements may also include
professional services, such as installation services or training. Some of the Company’s product sales are through resellers, distributors,
OEMs and system integrators, all of whom are considered end-users. The Company also generates revenues from services, in which the Company
provides network filtering and security services to its customers.
The Company recognizes revenue under the core principle that transfer of control to
the Company’s customers should be depicted in an amount reflecting the consideration the Company expects to receive. As such, the
Company identifies a contract with a customer, identifies the performance obligations in the contract, determines the transaction price,
allocates the transaction price to each performance obligation in the contract and recognizes revenues when (or as) the Company satisfies
a performance obligation.
55
Most of the Company’s contracts usually include combinations of products and
services, that are capable of being distinct and accounted for as separate performance obligations.
The products are distinct as the customer can derive the economic benefit of it without
any professional services, updates or technical support. The Company allocates the transaction price to each performance obligation based
on its relative standalone selling price out of the total consideration of the contract. For support, the Company determines the standalone
selling prices based on the price at which the Company separately sells a renewal support contract on a stand-alone basis. For professional
services, the Company determines the standalone selling prices based on the price at which the Company separately sells those services
on a stand-alone basis. If the standalone selling price is not observable, the Company estimates the standalone selling price by taking
into account available information such as geographic or regional specific factors, internal costs, profit objectives, and internally
approved pricing guidelines related to the performance obligation.
Product revenue is recognized at a point in time when the performance obligation is
being satisfied. Maintenance and support related revenues are deferred and recognized on a straight-line basis over the term of the applicable
maintenance and support agreement. Professional services are usually recognized at a point in time when the performance obligation is
being satisfied.
The Company also enters into service contracts, in which the Company provides SECaaS
solutions to operators, which the Company considers as its customers. The Company’s SECaaS solutions are offered to operators on
a Revenue Share business model, where both the Company and the operator share the revenue generated from the operator’s subscribers,
or offered for a fixed yearly fee or up to an agreed number of subscribers. Most of the Company’s SECaaS contracts contain a single
performance obligation comprised of series of distinct goods and services satisfied over time. The contracts consideration is based on
usage by the operator’s subscribers. As such, the Company allocates the variable consideration in those contracts to distinct service
periods in which the service is provided and recognizes revenue for each distinct service period.
Inventories are stated at the lower of cost
or market value. Inventory write-offs are provided to cover risks arising from slow-moving items, technological obsolescence, excess inventory
and discontinued products. Inventory net write-off expenses in 2025 and 2024 totaled $(0.3) million and $3 million, respectively.
Impairment of goodwill and long-lived assets.
ASC 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill
impairment test. If the qualitative assessment does not result in a more likely than not indication of impairment, no further impairment
testing is required. If the Company elects not to use this option, or if the Company determines that it is more likely than not that the
fair value of a reporting unit is less than its carrying value, then the Company prepares a quantitative analysis to determine whether
the carrying value of reporting unit exceeds its estimated fair value. If the carrying value of a reporting unit exceeds its estimated
fair value, the Company recognizes an impairment of goodwill for the amount of this excess.
The Company operates in one operating segment, and this segment comprises its only
reporting unit. The Company has performed an annual impairment analysis as of December 31, 2025 and determined that the carrying value
of the reporting unit was lower than the fair value of the reporting unit. Fair value is determined using market value. During the years
2025, 2024 and 2023, no impairment losses were recorded.
We perform an annual impairment analysis of goodwill at December 31 of each year,
or more often as applicable. We operate in one operating segment, and this segment comprises only one reporting unit. The provisions of
ASC No. 350 require that a two-step impairment test be performed on goodwill at the level of the reporting units. In the first step, we
compare the fair value of the reporting unit to its carrying value. If the fair value exceeds the carrying value of the net assets, goodwill
is considered not impaired, and no further testing is required to be performed. If the carrying value of the net assets exceeds the fair
value, then we must perform the second step of the impairment test in order to determine the implied fair value of goodwill. If the carrying
value of goodwill exceeds its implied fair value, then we would record an impairment loss equal to the difference.
56
We believe that our business activity and management structure meet the criterion
of being a single reporting unit for accounting purposes. We performed an annual impairment analysis as of December 31, 2025, and determined
that the carrying value of the reporting unit was lower than the fair value of the reporting unit. Fair value is determined using market
value. During the years ended 2024 and 2025, no impairment losses were recorded.
Intangible assets acquired in a business combination are recorded at fair value at
the date of the acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and
any accumulated impairment losses. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets
that are not considered to have an indefinite useful life are amortized over their estimated useful lives. Some of the acquired intangible
assets are amortized over their estimated useful lives in proportion to the economic benefits realized. This accounting policy results
in accelerated amortization of such customer relationships and backlog as compared to the straight-line method. All other intangible assets
are amortized over their estimated useful lives on a straight-line basis.
ITEM 6: Directors, Senior Management and Employees
A. Directors and Senior Management
The following table sets forth the names, ages and positions of our directors and
executive officers as of March 6, 2026:
|
Name |
Age |
Position | ||
|
Directors |
||||
|
David Reis (5) |
65 |
Chairman of the Board | ||
|
Efrat Makov (1)(2)(3)(4)(5) |
58 |
Director | ||
|
Steven D. Levy (1)(2)(4)(5) |
69 |
Director | ||
|
Nadav Zohar (2)(5) |
59 |
Director | ||
|
Cynthia L. Paul |
53 |
Director | ||
|
Raffi Kesten (1)(5) |
72 |
Director | ||
|
Executive Officers |
||||
|
Eyal Harari |
49 |
Chief Executive Officer and President | ||
|
Liat Nahum |
46 |
Chief Financial Officer | ||
|
Inbar Charash |
48 |
Vice President, Legal and General Counsel | ||
|
Boaz Grossmann |
57 |
Senior Vice President, R&D | ||
|
Noam Lila |
49 |
Senior Vice President, Customer Success and Operations | ||
|
Mark Shteiman |
50 |
Chief Product Officer | ||
|
Gili Groner |
57 |
Chief Human Resources Officer |
____________
(1) Member of our compensation and nomination committee.
(2) Member of our audit committee.
(3) Lead independent director.
(4) Outside director.
(5) Independent director under the rules of Nasdaq.
57
Directors
David Reis has served as Chairman of our Board
since September 2023. Mr. Reis has served as a director of Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys”) since June 2013.
During his tenure with Stratasys, he also served as vice chairman of the board of directors of Stratasys and as an executive director.
Since 2017, Mr. Reis has served as Chairman at Enercon Technologies Ltd., Tuttnauer Ltd and Seed X Inc. (since 2020) and a director
at Scodix Ltd (since 2021). He also served as a director of Objet Ltd. from 2003 until the closing of the Stratasys-Objet merger and as
the Chief Executive Officer of Stratasys from March 2009 until July 2016 (and, prior to the Stratasys-Objet merger, as Chief Executive
Officer of Objet). Previously, he served as Chief Executive Officer and President of NUR Macroprinters Ltd. (NURMF.PK), a wide format
printer manufacturer that was acquired by HP, from February 2006 to March 2008. Prior to joining NUR, Mr. Reis served as the Chief Executive
Officer and President of ImageID, an automatic identification and data capture solution provider, and of Scitex Vision, a developer and
manufacturer of wide-format printers. Mr. Reis holds a B.A. in Economics and Management from the Technion-Israel Institute of Technology
and an M.B.A. from the University of Denver. Mr. Reis is also a graduate of the Harvard Business School Advanced Management Program.
Efrat Makov has served as the lead independent
director on our board since November 2021. She has served as a director of Ceragon Networks Ltd since October 2022 and of B Communications
Ltd. (TASE: BCOM) since November 2019. Ms. Makov previously served as a director of BioLight Life Sciences Ltd. (TASE: BOLT), Kamada Ltd.
(Nasdaq: KMDA), Anchiano Therapeutics Ltd. (Nasdaq: ANCN) (now known as Chemomab Therapeutics Ltd. (Nasdaq: CMMB)) and of iSPAC
1 Ltd. (TASE: ISPC). Previously, Ms. Makov served as the Chief Financial Officer of Alvarion Ltd. (formerly Nasdaq; TASE: ALVR) and Aladdin
Knowledge Systems Ltd. (formerly Nasdaq; TASE: ALDN). Prior to that, Ms. Makov served in management positions at two Israeli-based public
companies, including as Vice President of Finance at Check Point Software Technologies Ltd. (Nasdaq: CHKP), and as Director of Finance
for NUR Macroprinters Ltd. (formerly Nasdaq: NURM) (now known as Ellomay Capital Ltd. (NYSE; TASE: ELLO)). Earlier in her career, Ms.
Makov spent seven years in public accounting with Arthur Andersen LLP in its New York, London and Tel Aviv offices. Ms. Makov holds a
B.A. degree in Accounting and Economics from Tel Aviv University and is a certified public accountant in Israel and the United States.
Steven D. Levy has served as an outside director
since 2007. Mr. Levy served as a Managing Director and Global Head of Communications Technology Research at Lehman Brothers, a global
financial services firm, from 1998 to 2005. Before joining Lehman Brothers, Mr. Levy was a Director of Telecommunications Research at
Salomon Brothers, an American investment bank, from 1997 to 1998, Managing Director and Head of the Communications Research Team at Oppenheimer
& Co., a global full-service brokerage and investment bank from 1994 to 1997 and a senior communications analyst at Hambrecht &
Quist, a California-based investment bank, from 1986 to 1994. Mr. Levy has served as a director of PCTEL, a broadband wireless technology
company since 2006 and as their Chairman until 2023, and served as a director of Edison Properties, a privately held U.S. real estate
company, since 2015. Mr. Levy previously served as a director of privately held GENBAND Inc., a U.S. provider of telecommunications equipment.
Mr. Levy holds a B.Sc. in Materials Engineering and an M.B.A., both from the Rensselaer Polytechnic Institute.
Nadav Zohar has served as an interim director
since February 2017 and as a director since April 2017. Mr. Zohar has held the position of Chairman of the LRC Group since 2018. Mr. Zohar
served as the head of Business Development of Gett, an “on demand” transportation service provider from March 2015 and October
2018. Prior to joining Gett, Mr. Zohar served as Chief Operating Officer of Delek Global Real Estate PLC, company description to be added,
between 2006 and 2009 and held several executive positions with Morgan Stanley, a multinational investment bank and financial services
company, between 2001 and 2006, the last of which was Executive Director, Financial Sponsors Group. Prior to joining Morgan Stanley, Mr.
Zohar served in executive roles at Lehman Brothers, a global financial services firm, between 1997 and 2001. Mr. Zohar serves as a board
member of Matomy Media Group Ltd. (London Stock Exchange: MTMY), a digital performance-based advertising company. Mr. Zohar holds a Masters
in Finance (graduated with Merit) from the London Business School and a LLB in Law (graduated with honors) from the University of Reading.
58
Cynthia L. Paul, CFA,
has served as a director since December 2022. She is Chief Investment Officer and Chief Executive Officer of Lynrock Lake LP, an investment
management firm she founded in 2018. Ms. Paul invests across the full capital structure of public and private companies, employing a long-term,
fundamentally-driven, value-oriented investment strategy, with a focus on the technology industry. She is Chairperson of the Board of
CalAmp, Inc, a privately-owned IoT company that provides telematics solutions to help customers monitor, track, and protect vital assets.
She is Chairperson of the Board of Uplynk, Inc., a privately-owned cloud-based software company that provides an end-to-end video streaming
platform for broadcasters, media companies, and content owners worldwide. She is a board member and member of the Strategic Committee
of the Board of ON24, Inc. (NYSE: ONTF), a SaaS company providing a cloud-based sales and marketing platform for digital engagement. From
2018 until the time of its acquisition in 2021, Ms. Paul served as a board member of DSP Group, a Nasdaq-listed semiconductor company.
She served as chairperson of the Nomination and Corporate Governance Committee, a member of the Audit Committee, and a member of the Compensation
Committee. Ms. Paul served as Chairperson of the Board of Conexant Systems, LLC, a privately-held semiconductor company, from 2013 until
its acquisition in 2017. Ms. Paul is an advisory board member and former board member of AlphaSense Inc., a privately-held SaaS company
providing intelligent search to enterprise customers. From 2002 to 2017, Ms. Paul was a portfolio manager at Soros Fund Management LLC
(“SFM”), where she managed a portfolio across corporate credit, convertible and equity securities. Ms. Paul joined SFM in
2000 and served on SFM’s Investment Committee. Prior to joining SFM, she worked at The Palladin Group in 1999 and at JP Morgan from
1994 to 1999, most recently as Head of Convertible Research. Ms. Paul graduated from Princeton University in 1994 with an Independent
Major in Statistics and Operations Research, a Certificate from the Princeton School of Public and International Affairs, and a Certificate
in Engineering Management Systems.
Raffi Kesten has served as an interim director
since May 2022 and as a director since December 2022. Mr. Kesten served as Chief Business Officer of Radware Ltd. (Nasdaq: RDWR) since
June 2019 until February 2022, leading all customer-facing functions worldwide as well as international sales, professional services,
sales engineering and business development, and international sales. Mr. Kesten has over 30 years of experience in leadership roles at
various technology companies, including Intel ,Vice President of HP Indigo Division, a division of HP Inc., between 1991 and 1995, as
a Chief Operating Officer and General Manager of Cisco Videoscape (formerly NDS Group - Prior acquisition) from 1996 to 2015, as Vice
President Video and General Manager Israel of Cisco Videoscape from 2012 to 2015, as Silicon Process Engineer of Intel Corporation from
1982 to 1991, and as a managing partner at Jerusalem Venture Partners from 2014 to 2018. Mr. Kesten holds a B.S. in chemical engineering
from Ben Gurion University and an Executive M.B.A. from The Hebrew University, Israel.
Executive Officers
Eyal Harari has served as our President and
Chief Executive Officer since May 2024. Prior to joining Allot, between November 2019 and January 2024, Mr. Harari served as
Chief Executive Officer of Radcom Ltd., a Nasdaq listed company that provides leading automated service assurance solutions for telecom
operators running 5G/4G networks. He held a number of senior and management positions within the Radcom group of companies during the
period from January 2001 to November 2019 including, Chief Operating Officer of Radcom Ltd and the CEO of Radcom’s U.S subsidiary,
Radcom Inc., between December 2016 and November 2019. Mr. Harari holds a Bachelor of Science in Computer Science from the Open University
of Israel, an M.B.A in Business Administration from Tel Aviv University and an M.A. in Business Law from Bar Ilan University.
Liat Nahum has served as our Chief Financial
Officer since July 2024. Prior to joining Allot, Ms. Nahum was VP Strategic Business Executive at Amdocs Ltd., a public Nasdaq listed,
multinational telecommunications technology company that specializes in software and services for communications, media and financial
services providers and digital enterprises, VP Finance at Taboola.com Ltd., a public Nasdaq listed, advertising technology company that
provides content recommendation sponsored links to advertising partners and Director of finance at Amdocs. Ms. Nahum is a Certified Public
Accountant and holds a B.A. in Finance and Accounting from the University of Haifa and an M.B.A. in Accounting and Business Management
from the Ruppin Academic Center.
59
Mark Shteiman has served as our Chief Product
Officer since November 2024. Prior to that, Mr. Shteiman served as Senior Vice President AllotSmart Business Unit since December 2021.
Prior to that Mr. Shteiman served as our Vice President Product Management since October 2019. Prior to that Mr. Shteiman served as our
Associate Vice President Product Management from June 2018. Prior to Allot Mr. Shteiman served as Vice President Product Management at
Kaminario Ltd. a leading All-flash Software-defined storage company, redefining the future of cloud-scale datacenters, between 2012 and
2015 served as Head of Product, City business unit of AGT International Ltd., between 2011 and 2013 founded Friendize Me. a SaaS Social
E-commerce company and served as its Chief Executive Officer, between 2009 and 2011 as Vice President, Products at Gigafone Ltd., between
2006 and 2008 as VP Product Management NGM at Neustar, between 2000 - 2006 he held a number of positions at Followap a leading mobile
instant messaging (IM) and interoperability provider for mobile telecom operators and internet service providers, during 2000 held a position
in the Israeli Defense Forces and between 1996 - 1998 served as a software developer at Aitech Defense Systems. Mr. Shteiman holds a B.Sc
in Computer Science from the Technion, Israel.
Inbar Charash joined our company in November
2025 and serves as our Vice President Legal, General Counsel, and Company Secretary. Prior to joining Allot, Ms. Charash served as Corporate
General Counsel and Vice President Legal Affairs at TEOCO Corporation from 2017 to 2025. She previously served as General Counsel of TEOCO
Ltd. from 2010 to 2017 and as General Counsel of TTI Telecom Ltd. from 2006 to 2010. Ms. Charash is a member of the Israel Bar Association
and holds an LL.M. from Bar-Ilan University and an LL.B. and B.A. in Law and Business, with honors, from Reichman University.
Boaz Grossmann has served as our Senior Vice
President R&D since December 2024. Prior to that time, Mr. Grossmann served as our Senior Vice President, Cybersecurity Product Unit
from January 2024 through December 2024, as our Vice President Cyber Security R&D from May 2022 through December 2024, and as our
AVP Security Management System from October 2020 through May 2022. Mr. Grossmann has more than 20 years R&D and management experience
in software development in multi-disciplinaries areas (ISP, Satellite, Managed Network Service and Cybersecurity) and technologies leading
units and groups in different geographical locations. Boaz holds B.Sc. in Mathematics and Computer Sciences from University of Haifa and
Executive MBA from the Hebrew University of Jerusalem.
Gili Groner has served as our Chief Human Resources
Officer since August 2024. Prior to joining Allot, she was the Head of HR for Bayer Israel for six years where she played a strategic
part in managing HR during key mergers (such as Monsanto integration to Bayer Israel) and was responsible for aligning HR strategies with
corporate goals and overseeing the entire employee lifecycle during periods of significant organizational changes. Before that, Ms. Groner
was at Teva Pharmaceuticals for 16 years and during her time there in various HR roles, her last was VP of HR Business Partner for Global
Quality & Biologics Operations orchestrating the development of a 6,500-employee organization. Ms. Groner holds a B.Sc. in Biology
and a M.B.A. from the Hebrew University of Jerusalem.
Noam Lila has served as our Senior Vice President,
Customer Success and Operations since January 2021. Prior to that time, Mr. Lila served as our Assistant Vice President, APAC Customer
Success from February 2019. Prior to joining Allot, Mr. Lila accumulated over 20 years of experience in the telecommunications industry,
holding various executive positions at Amdocs and Comverse. Most recently, he was Vice President of Services at Amdocs located in Australia,
Vice President of APAC CS at Comverse located in Japan, VP of IT & SCM at Comverse, AVP of EMEA CS at Comverse and others. Throughout
his career, Mr. Lila lead hundreds of projects deployment and transformation programs to Tier 1 customers and some with value of more
than $100 million (USD) each.
B. Compensation of Officers and Directors
The aggregate compensation paid to or accrued on behalf of our directors and executive
officers as a group during 2025 consisted of approximately $3.5 million in salary, fees, bonus, commissions and directors’ fees,
including amounts we expended for automobiles made available to our officers, but excluding equity based compensation, dues for professional
and business associations, business travel and other expenses, and other benefits commonly reimbursed or paid by companies in Israel.
This amount includes approximately $0.4 million set aside or accrued to provide pension, severance, retirement or similar benefits or
expenses.
60
In 2025, we paid or accrued to the chairman of the board of directors, Mr. David Reis,
an annual fee of ILS 456,000 (approximately $133,794 USD). During such time, we paid our directors, Nadav Zohar and Efrat Makov ILS 154,543
(approximately $46,036 USD) and ILS 175,640 (approximately $52,527 USD), respectively, and we paid or accrued to our directors, Steven
Levy, Raffi Kesten and Cynthia Paul, as permitted by the Companies Law, an annual fee of ILS 167,281 (approximately $49,786 USD), ILS
153,136 (approximately $45,395 USD), and ILS 133,915 (approximately $39,795 USD), respectively. The above fees for each of our directors
(other than David Reis) have included an annual fee of currently ILS 80,000 ($21,332 USD) and a per-meeting attendance fee of currently
ILS 4,687 (approximately $1,267 USD) for any meeting he or she attended in person and a fee of currently ILS 2,812 (approximately $760
USD) for any meeting he or she attended by conference call or similar means.
In addition to cash compensation, our directors currently receive equity compensation.
A director who is elected or reelected at an annual meeting of shareholders, or a director who is not nominated for reelection at an annual
meeting of shareholders but continues to serve by virtue of having been elected or appointed to a term that extends beyond such annual
meeting, shall be entitled to a number of equity based awards valued at $50,000 less the value of any unvested RSUs held by the director
as of the date of such annual meeting (with the value of such unvested RSUs being calculated for such purpose based on the average closing
price of an ordinary share over the 30-trading day period ending on the last trading day prior to the annual meeting of shareholders at
which such unvested RSUs were granted). The number of RSUs will be determined based on a price per share that is the higher of (i) $3.00
and (ii) the average closing price of an ordinary share over the 30-trading day period ending on the last trading day prior to the annual
meeting of shareholders at which such RSUs are granted.
During 2025, our executive officers and directors received, in the aggregate, 1,071,987 RSUs under our
equity incentive plans.
Compensation of our Five Most Highly Compensated Office Holders
Summary Compensation Table
For so long as we qualify as a foreign private issuer, we are not required to comply
with the proxy rules applicable to U.S. domestic companies, including the requirement applicable to U.S. domestic companies to disclose
the compensation of certain executive officers on an individual, rather than an aggregate, basis. Nevertheless, the regulations promulgated
under the Companies Law require us to disclose the annual compensation of our five most highly compensated directors and officers on an
individual, rather than on an aggregate, basis.
The table and summary below outline the compensation granted to our five most highly
compensated office holders during or with respect to the year ended December 31, 2025. We refer to the five individuals for whom disclosure
is provided herein as our “Covered Executives.”
For purposes of the table and the summary below, “compensation” includes
base salary, discretionary and non-equity incentive bonuses, equity-based compensation accrued or paid, payments accrued or paid in connection
with retirement or termination of employment, and personal benefits and perquisites such as car, phone and social benefits paid to or
earned by each Covered Executive during the year ended December 31, 2025.
|
Name and Principal Position(1) |
Salary ($) |
Bonus and Commission ($)(2) |
Equity-Based Compensation ($)(3) |
All Other Compensation ($)(4) |
Total ($) |
|||||||||||||||
|
Eyal Harari, Chief Executive Officer and President |
400,000 |
375,000 |
646,570 |
100,861 |
1,522,439 |
|||||||||||||||
|
Liat Nahum, Chief Financial Officer |
244,020 |
113,540 |
217,647 |
66,041 |
641,248 |
|||||||||||||||
|
Mark Shteiman, Chief Product Officer |
244,020 |
66,406 |
227,375 |
66,223 |
604,024 |
|||||||||||||||
|
Noam Lila, Senior Vice President, Customer Success and Operations |
223,104 |
60,714 |
209,416 |
61,709 |
554,943 |
|||||||||||||||
|
Boaz Grossmann, Senior Vice President R&D |
223,104 |
60,714 |
207,621 |
61,709 |
553,148 |
|||||||||||||||
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| (1) |
Unless otherwise indicated herein, all Covered Executives are full-time employees of Allot. |
| (2) |
Amounts reported in this column represent annual incentive bonuses and commissions granted to the Covered Executives based on performance-metric
based formulas set forth in their respective employment agreements. |
| (3) |
Amounts reported in this column represent the grant date fair value computed in accordance with accounting guidance for share-based
compensation. For a discussion of the assumptions used in reaching this valuation, see Note 13 to our consolidated financial statements
for the year ended December 31, 2025, included herein. |
| (4) |
Amounts reported in this column include personal benefits and perquisites, including those mandated by applicable law. Such benefits
and perquisites may include, to the extent applicable to the respective Covered Executive, payments, contributions and/or allocations
for savings funds (e.g., Managers Life Insurance Policy), education funds (referred to in Hebrew as “keren hishtalmut”), pension,
severance, vacation, car or car allowance, medical insurances and benefits, risk insurance (e.g., life insurance or work disability insurance),
telephone expense reimbursement, convalescence or recreation pay, relocation reimbursement, payments for social security, and other personal
benefits and perquisites consistent with the Company’s guidelines. All amounts reported in the table represent incremental cost
to the Company. |
Compensation Policy
Under the Companies Law, we are required to adopt a compensation policy, recommended
by the compensation and nominating committee and approved by our board of directors and the shareholders, in that order. The shareholder
approval requires a majority of the votes cast by shareholders, excluding any controlling shareholder and those who have a personal interest
in the matter. In general, all directors and executive officers’ terms of compensation, including fixed remuneration, bonuses, equity
compensation, retirement or termination payments, indemnification, liability insurance and the grant of an exemption from liability, must
comply with the compensation policy.
In addition, the compensation terms of directors, the chief executive officer, and
any employee or service provider who is considered a controlling shareholder must be approved separately by the compensation and nominating
committee, the Board of Directors and the shareholders of the Company (by the same majority noted above), in that order. The compensation
terms of other executive officers require the approval of the compensation and nominating committee and the Board of Directors.
We strive to provide a mix of compensation that supports a pay-for-performance culture
and emphasizes long-term incentives. Our executive compensation packages have historically included equity grants, which we believe to
be effective tools in aligning performance with compensation.
The compensation and nominating committee and the Board are committed to responsible
management of earnings-per-share dilution, as the Company must balance the requirements associated with its equity compensation program
during its growth stage with the effect on dilution. Therefore, the compensation and nominating committee and the Board continue to review
the Company’s equity compensation practices to ensure that they remain in line with evolving regulatory conditions and changes in
best practices. The Company remains focused on open and ongoing dialogue with its shareholders and welcomes regular feedback regarding
its compensation policies.
62
Our current compensation policy was approved by our compensation and nominating committee
and by our Board of Directors, and subsequently approved by our shareholders in December 2025. The compensation policy, as amended,
allows the grant of equity awards to non-executive directors with a vesting period of not less than one year; equity awards may also be
granted with immediate vesting, but in such event the awards would be treated as cash awards rather than equity awards for purposes of
the limitations imposed by the compensation policy. Such grants will not exceed in value (based on accepted valuation methods), on the
date of grant, $200,000, per vesting annum.
Our compensation policy as amended provides:
| • |
Objectives: To attract, motivate and retain highly experienced personnel who will provide
leadership for Allot’s success and enhance shareholder value, and to promote for each executive officer an opportunity to advance
in a growing organization. |
| • |
Compensation instruments: Includes guidelines and criteria for determining base salary; benefits
and perquisites; cash bonuses; equity-based awards; and retirement and termination arrangements. |
| • |
Ratio between fixed and variable compensation: Allot aims to balance the mix of fixed compensation
(base salary, benefits and perquisites) and variable compensation (cash bonuses and equity-based awards) pursuant to the ranges set forth
in the compensation policy in order, among other things, to tie the compensation of each executive officer to Allot’s financial
and strategic achievements and enhance the alignment between the executive officer’s interests and the long-term interests of Allot
and its shareholders. |
| • |
Internal compensation ratio: Allot will target a ratio between overall compensation of the
executive officers and the average and median salary of the other employees of Allot, as set forth in the compensation policy, to ensure
that levels of executive compensation will not have a negative impact on work relations in Allot. |
| • |
Cash bonuses: Allot’s policy is to allow annual cash bonuses, which may be awarded
to executive officers pursuant to the guidelines and criteria, including maximum bonus opportunities, set forth in the compensation policy.
|
| • |
“Clawback”: In the event of an accounting restatement, Allot shall be entitled
to recover from current executive officers bonus compensation in the amount of the excess over what would have been paid under the accounting
restatement, with a three-year look-back. |
| • |
Equity-based awards: Allot’s policy is to provide equity-based awards in the form of
share options, restricted share units and other forms of equity, which may be awarded to executive officers pursuant to the guidelines
and criteria, including minimum vesting period, set forth in the compensation policy. |
| • |
Retirement and termination: The compensation policy provides guidelines and criteria for
determining retirement and termination arrangements of executive officers, including limitations thereon. |
| • |
Exculpation, indemnification and insurance: The compensation policy provides guidelines and
criteria for providing directors and executive officers with exculpation, indemnification and insurance. |
| • |
Directors: The compensation policy provides guidelines for the compensation of our directors
in accordance with applicable regulations promulgated under the Companies Law, and for equity-based awards that may be granted to directors
pursuant to the guidelines and criteria, including minimum vesting period, set forth in the compensation policy. |
63
| • |
Applicability: The compensation policy applies to all compensation agreements and arrangements
approved after the date on which the compensation policy is approved by the shareholders. |
| • |
Review: The compensation and nominating committee and the Board of Directors of Allot shall
review and reassess the adequacy of the Compensation Policy from time to time, as required by the Companies Law. |
C. Board Practices
Corporate Governance Practices
As a foreign private issuer, we are permitted under Nasdaq Rule 5615(a)(3) to follow
Israeli corporate governance practices instead of Nasdaq requirements applicable to the U.S. issuers, provided we disclose which requirements
we are not following and describe the equivalent Israeli requirement. See “ITEM 16G: Corporate Governance Requirements” for
a discussion of those ways in which our corporate governance practices differ from those required by Nasdaq for domestic companies.
Board of Directors
Terms of Directors
Our articles of association provide that we may have not less than five directors
and have up to nine directors. Under our articles of association, our directors (other than our outside directors) are divided into three
classes. Each class of directors consists, as nearly as possible, of one-third of the total number of directors constituting the entire
board of directors (other than our outside directors). At each annual meeting of our shareholders, the election or reelection of directors
following the expiration of the term of office of the directors of that class of directors is for a term of office that expires on the
third annual meeting following such election or reelection, such that each year the term of office of one class of directors expires.
Our Class I directors, Nadav Zohar and Cynthia Paul, will hold office until the 2028
Annual General Meeting of Shareholders. Our Class II directors, David Reis (who also serves as our chairman of the board of directors)
and Raffi Kesten, will hold office until our annual meeting of shareholders to be held in 2026. We currently have no Class III directors
on our board. The directors (other than the outside directors) are elected by a vote of the holders of a majority of the voting power
present and voting at the meeting. Each director will hold office until the annual general meeting of our shareholders for the year in
which his or her term expires and until his or her successor is duly elected and qualified, unless the tenure of such director expires
earlier pursuant to the Companies Law or unless he or she resigns or is removed from office.
Under the Companies Law, a director (including an outside director) must declare in
writing that he or she has the required skills and the ability to dedicate the time required to serve as a director in addition to other
statutory requirements. A director who ceases to meet the statutory requirements for his or her appointment must immediately notify us
of the same and his or her office will become vacated upon such notice.
Under our articles of association, the approval of a special majority of the holders
of at least 75% of the voting rights present and voting at a general meeting is generally required to remove any of our directors (other
than the outside directors) from office. The holders of a majority of the voting power present and voting at a meeting may elect directors
in their stead or fill any vacancy, however created, in our board of directors. In addition, vacancies on our board of directors, other
than a vacancy in the office of an outside director, may be filled by a vote of a simple majority of the directors then in office. A director
so chosen or appointed will hold office until the next annual general meeting of our shareholders, unless earlier removed by the vote
of a majority of the directors then in office prior to such annual meeting. See “-Outside Directors” for a description of
the procedure for election of outside directors.
64
Outside Directors
Qualifications of Outside Directors
The Companies Law requires companies incorporated under the laws of the State of Israel
with shares listed on a stock exchange, including Nasdaq, to appoint at least two outside directors. Our outside directors are Ms. Makov
and Mr. Levy. Ms. Makov also serves as the lead independent director.
Outside directors are required to meet standards of independence requirements set
forth in the Companies Law and of the listing standards of Nasdaq. Among other independence qualifications, a person may not serve as
an outside director if he is a relative of a controlling shareholder of a company, or if he or his affiliate (as defined in the Companies
Law) has an employment, business or professional relationship or other affiliation (as defined in the Companies Law) with us.
In addition, the Companies Law requires every outside director appointed to the board
of directors of an Israeli company to qualify as a “financial and accounting expert” or as “professionally competent,”
as such terms are defined in the applicable regulations under the Companies Law, and at least one outside director must qualify as a “financial
and accounting expert.” If at least one of our directors meets the independence requirements of the Exchange Act and the standards
of Nasdaq rules for membership on the audit committee and also has financial and accounting expertise as defined in the Companies Law,
then the other outside directors are only required to meet the professional qualifications requirement. Under applicable regulations,
a director with financial and accounting expertise is a director who, through his or her education, professional experience and skill,
has a high level of proficiency in and understanding of business accounting matters and financial statements. He or she must be able to
thoroughly comprehend the financial statements of the company and initiate debate regarding the manner in which financial information
is presented.
Election of Outside Directors
Outside directors are elected by a majority vote at a shareholders’ meeting,
provided that either:
| • |
the majority of shares voted at the meeting, including at least a majority of the shares of non-controlling shareholder(s) and shareholders
who do not have a personal interest in the election of the outside director (other than a personal interest that does not result from
the shareholder’s relationship with a controlling shareholder), voted at the meeting, excluding abstentions, vote in favor of the
election of the outside director; or |
| • |
the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in the election of
the outside director (excluding a personal interest that does not result from the shareholder’s relationship with a controlling
shareholder) voted against the election of the outside director does not exceed two percent of the aggregate voting rights in the company.
|
The initial term of an outside director is three years, and he or she may be reelected
to up to two additional terms of three years each at a shareholders’ meeting, subject to the voting threshold set forth above. Thereafter,
an outside director may be reelected for additional periods of up to three years each, only if the company’s audit committee and
board of directors confirm that, in light of the outside director’s expertise and special contribution to the work of the board
of directors and its committees, the reelection for such additional period is beneficial to the company. The terms of our outside directors,
Efrat Makov and Steven Levy, will continue until December 11, 2027 and December 15, 2028, respectively, unless such office is vacated
in accordance with our Articles of Association or the Israel Companies Law. Outside directors may be removed by the same voting threshold
as is required for their election, or by a court, and only if the outside directors cease to meet the statutory qualifications for their
appointment or if they violate their duty of loyalty to the company. The tenure of outside directors, like all directors, may also be
terminated by a court under limited circumstances. If the vacancy of an outside director position causes the company to have fewer than
two outside directors, a company’s board of directors is required under the Companies Law to call a special general meeting of the
company’s shareholders as soon as possible to appoint a new outside director. Each committee of a company’s board of directors
which is authorized to exercise the board of directors’ authorities is required to include at least one outside director, except
for the audit committee and the compensation committee, which are required to include all outside directors.
65
An outside director is entitled to compensation and reimbursement of expenses as provided
in regulations promulgated under the Companies Law, and is otherwise prohibited from receiving any other compensation, directly or indirectly,
in connection with services provided as an outside director, other than indemnification, exculpation and insurance as permitted pursuant
to the Companies Law.
Nasdaq Requirements
Under Nasdaq rules, a majority of directors must meet the independence requirements
specified in those rules. Our board of directors consists of six members, all of whom are independent under the listing standards of Nasdaq,
as determined by the board of directors. Specifically, our board has determined that Ms. Efrat Makov, Mr. David Reis, Mr. Steven Levy,
Mr. Raffi Kesten, Ms. Cynthia Paul and Mr. Nadav Zohar meet the independence standards of Nasdaq rules. In reaching this conclusion, the
board determined that none of these directors has a relationship that would interfere with the exercise of independent judgment in carrying
out the responsibilities of a director. None of our directors is a member of our executive team. See “ITEM 16G. Corporate Governance”
for additional information.
Audit Committee
Companies Law Requirements
Under the Companies Law, the board of directors of any public company must appoint an audit committee comprised of at least three directors, including all of the outside directors. The following persons may not be appointed as members of the audit committee:
| • |
the chairperson of the board of directors; |
| • |
a controlling shareholder or a relative of a controlling shareholder (as defined in the Companies Law); or |
| • |
any director who is engaged by, or provides services on a regular basis to the company, the company’s controlling shareholder
or an entity controlled by a controlling shareholder or any director who generally relies on a controlling shareholder for his or her
livelihood. |
The Companies Law requires the majority of the audit committee members to be independent
directors (as defined in the Companies Law), and the chairman of the audit committee is required to be an outside director. Any person
disqualified from serving as a member of the audit committee may not be present at the audit committee meetings, unless the chairperson
of the audit committee has determined that this person is required to be present for a particular matter. The Companies Law provides for
certain other exclusions to this provision.
Nasdaq Requirements
Under Nasdaq rules, companies are required to maintain an audit committee consisting
of at least three independent directors, all of whom are financially literate and one of whom has accounting or related financial management
expertise. Our audit committee members are required to meet additional independence standards, including minimum standards set forth in
rules of the SEC and adopted by Nasdaq.
66
Each of the members of our audit committee is “independent” under the
relevant Nasdaq rules and as defined in Rule 10A-3(b)(1) under the Exchange Act, which is different from the general test for independence
of board and committee members.
Approval of Transactions with Related Parties
The approval of the audit committee is required to effect specified actions and transactions
with office holders and controlling shareholders. The term “office holder” means a general manager, chief business manager,
deputy general manager, vice general manager, or any other person assuming the responsibilities of any of the foregoing positions, without
regard to such person’s title, as well as any director or manager directly subordinate to the general manager. The term “controlling
shareholder” means a shareholder with the ability to direct the activities of the company, other than by virtue of being an office
holder. A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company
or has the right to appoint the majority of the directors of the company or its general manager. For the purpose of approving transactions
with controlling shareholders, the term also includes any shareholder that holds 25% or more of the voting rights of the company, if the
company has no shareholder that owns more than 50% of its voting rights. For purposes of determining the holding percentage stated above,
two or more shareholders who have a personal interest in a transaction that is brought for the company’s approval are deemed as
joint holders. The audit committee may not approve an action or a transaction with a controlling shareholder or with an office holder
unless all the requirements of the Companies Law regarding the structure of the committee and the persons entitled to be present at meetings
are met at the time of approval.
Audit Committee Role
Our board of directors has adopted an audit committee charter setting forth the responsibilities
of the audit committee consistent with the rules of the SEC and Nasdaq, which include:
| • |
retaining and terminating the company’s independent auditors, subject to shareholder ratification; |
| • |
pre-approval of audit and non-audit services provided by the independent auditors; and |
| • |
approval of transactions with office holders and controlling shareholders, as described above, and other related-party transactions.
|
Additionally, under the Companies Law, the audit committee is responsible for: (a)
identifying deficiencies in the management of a company’s business and making recommendations to the board of directors as to how
to correct them; (b) reviewing and deciding whether to approve certain related party transactions and certain transactions involving conflicts
of interest; (c) deciding whether certain actions involving conflicts of interest are material actions and whether certain related party
transactions are extraordinary transactions; (d) reviewing the internal auditor’s work program; (e) examining the company’s
internal control structure and processes, the performance of the internal auditor and whether the internal auditor has the tools and resources
required to perform his or her duties; and (f) examining the independent auditor’s scope of work as well as the independent auditor’s
fees, and providing the corporate body responsible for determining the independent auditor’s fees with its recommendations. In addition,
the audit committee is also responsible for implementing procedures concerning employee complaints on improprieties in the administration
of the company’s business and the protection to be provided to such employees. Furthermore, in accordance with regulations promulgated
under the Companies Law, the audit committee discusses the draft financial statements and presents to the board its recommendations with
respect to the draft financial statements. The audit committee charter states that in fulfilling this role the committee is entitled to
rely on interviews and consultations with our management, our internal auditor and our independent auditor, and is not obligated to conduct
any independent investigation or verification.
67
Our audit committee consists of Ms. Efrat Makov, Mr. Steven Levy and Mr. Nadav Zohar.
The chairperson is Ms. Makov. The financial experts on the audit committee pursuant to the definition under the relevant SEC rules and
are all members of the audit committee.
Compensation and Nominating Committee
Under the Companies Law, the compensation committee of a public company must consist
of at least three directors who satisfy certain independence qualifications, including the additional independence requirements of Nasdaq
rules applicable to the members of compensation committees, and the chairman of the compensation committee is required to be an outside
director. We have established a compensation and nominating committee which currently consists of Ms. Efrat Makov, Mr. Steven Levy, and
Mr. Raffi Kesten. The chairperson is Mr. Levy. This committee oversees matters related to our compensation policy and practices. Our board
of directors has adopted a compensation and nominating committee charter setting forth the responsibilities of the committee consistent
with the Companies Law and Nasdaq rules, which include:
| • |
approving, and recommending to the board of directors and the shareholders for their approval, the compensation of our Chief Executive
Officer and other executive officers; |
| • |
granting options and RSUs to our employees and the employees of our subsidiaries; |
| • |
recommending candidates for nomination as members of our board of directors; and |
| • |
developing and recommending to the board corporate governance guidelines and a code of business ethics and conduct in accordance
with applicable laws. |
The compensation committee is also authorized to retain and terminate compensation
consultants, legal counsel or other advisors to the committee and to approve the engagement of any such consultant, counsel or advisor,
to the extent it deems necessary or appropriate after specifically analyzing the independence of any such consultant retained by the committee.
On specified criteria, to review modifications to the compensation policy from time
to time, to review its implementation and to approve the actual compensation terms of office holders prior to approval by the board of
directors.
Internal Auditor
Under the Companies Law, the board of directors of a public company must appoint an
internal auditor nominated by the audit committee. The role of the internal auditor is, among other things, to examine whether a company’s
actions comply with applicable law and orderly business procedure. The internal auditor may be an employee of the company but not an interested
party (as defined in the Companies Law), an office holder of the company, or a relative of an interested party or an office holder, among
other restrictions. The audit committee has appointed the firm of Deloitte Brightman Almagor Zohar as the internal auditor of the Company.
Exculpation, Insurance and Indemnification of Office Holders
Under the Companies Law, a company may not exculpate an office holder from liability
for a breach of the duty of loyalty. However, a company may provide certain indemnification rights as detailed below and obtain insurance
for an act performed in breach of the duty of loyalty of an office holder provided that the office holder acted in good faith, the act
or its approval does not harm the company, and the office holder discloses the nature of his or her personal interest in the act and all
material facts and documents a reasonable time before discussion of the approval. Our articles of association, in accordance with Israeli
law, allow us to exculpate an office holder, in advance, from liability to us, in whole or in part, for damages caused to us as a result
of a breach of duty of care. We may not exculpate a director for liability arising out of a prohibited dividend or distribution to shareholders
or prohibited purchase of its securities.
68
In accordance with Israeli law, our articles of association allow us to indemnify
an office holder in respect of certain liabilities either in advance of an event or following an event. Under Israeli law, an undertaking
provided in advance by an Israeli company to indemnify an office holder with respect to a financial liability imposed on him or her in
favor of another person pursuant to a judgment, settlement or arbitrator’s award approved by a court must be limited to events which
in the opinion of the board of directors can be foreseen based on the company’s activities when the undertaking to indemnify is
given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such
undertaking must detail the above mentioned events and amount or criteria. Our articles of association allow us to undertake in advance
to indemnify an office holder for, among other costs, reasonable litigation expenses, including attorneys’ fees, and certain financial
liabilities and obligations, subject to certain restrictions pursuant to the Companies Law.
In accordance with Israeli law, our articles of association allow us to insure an
office holder against certain liabilities incurred for acts performed as an office holder, including certain breaches of duty of loyalty
to the company, a breach of duty of care to the company or to another person and certain financial liabilities and obligations imposed
on the office holder.
We may not indemnify or insure an office holder against any of the following:
| • |
a breach of duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe
that the act would not prejudice the company; |
| • |
a breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office
holder; |
| • |
an act or omission committed with intent to derive illegal personal benefit; or |
| • |
a fine, civil fine, monetary sanction or forfeit levied against the office holder. |
Under the Companies Law, exculpation, indemnification and insurance of office holders
must be approved by our compensation committee and our board of directors and, in respect of our directors, the chief executive officer,
and any employee or service provider who is considered a controlling shareholder, by our shareholders, provided that changes to existing
arrangements may be approved by the audit committee if it approves that such changes are immaterial.
As of the date of this annual report, there are no claims for directors’ and
officers’ liability insurance which have been filed in 2025 under our policies and we are not aware of any pending or threatened
litigation or proceeding involving any of our directors or officers in which indemnification is sought.
We have entered into agreements with each of our directors and with certain of our
office holders exculpating them, to the fullest extent permitted by law, from liability to us for damages caused to us as a result of
a breach of duty of care, and undertaking to indemnify them to the fullest extent permitted by law. This indemnification is limited to
events determined as foreseeable by the board of directors based on our activities, and to an amount or according to criteria determined
by the board of directors as reasonable under the circumstances, and the insurance is subject to our discretion depending on its availability,
effectiveness and cost. The current maximum amount set forth in such agreements is the greater of (1) 25% of our total shareholders’
equity (as reported in our last published consolidated financial statements prior to the event giving rise to the indemnification), (ii)
US$ 200.0 million, (iii) 10% of our total market capitalization of Allot (calculated as (x) the average closing price on the Nasdaq Stock
Exchange of our ordinary shares over the 30 trading days prior to the date of the event giving rise to the indemnification, multiplied
by (y) the total number of our issued and outstanding shares as of the date of each payment), and (iv) in connection with or arising out
of a public offering of our securities, the aggregate gross amount of proceeds from the sale of, or value exchanged in relation to, such
securities by us and, if applicable, any selling shareholder in such offering.
69
In the opinion of the SEC, indemnification of directors and office holders for liabilities
arising under the Securities Act is against public policy and therefore unenforceable.
D. Employees*
As of December 31, 2025, we had 491 Employees of whom 171 were based in Israel, 165 in Europe, 25
in North America, 16 in Latin America and 113 in Asia, Africa and Oceania. We have never experienced a work stoppage or a strike. The
breakdown of our employees by department is as follows:
|
December 31, |
||||||||||||
|
Department |
2023 |
2024 |
2025 |
|||||||||
|
Manufacturing and operations |
12 |
12 |
12 |
|||||||||
|
Research and development |
220 |
186 |
183 |
|||||||||
|
Sales, marketing, service and support |
263 |
241 |
240 |
|||||||||
|
Management and administration |
64 |
57 |
56 |
|||||||||
|
Total |
559 |
495 |
491 |
|||||||||
The table below provides a breakdown of employees, permanent contractors and subcontractors
employed or engaged by the Company (herein: “Personnel Employed”):
|
December 31, |
||||||||||||
|
2023 |
2024 |
2025 |
||||||||||
|
Full time Employee |
401 |
351 |
348 |
|||||||||
|
Part time Employee |
33 |
31 |
27 |
|||||||||
|
Permanent Contractor |
32 |
30 |
27 |
|||||||||
|
Subcontractor |
93 |
83 |
89 |
|||||||||
|
Total |
559 |
495 |
491 |
|||||||||
* Based on the number of full time equivalent Personnel Employed, which is the product
of all full time Personnel Employed, plus the ratio of the average monthly hours of part time Personnel Employed to average monthly hours
of full time Personnel Employed. In the foregoing table and in each instance herein where number of employees is provided, employees include
full time and part time employees, as well as subcontractors and consultants. Typically, our employees, as well as our subcontractors
and consultants, are employed or engaged for indefinite periods of time and may be dismissed or terminated with or without notice, depending
on the jurisdiction and contracts under which they are employed or engaged. Under applicable Israeli law, we and our employees are subject
to protective labor provisions such as restrictions on working hours, minimum wages, minimum vacation, sick pay, severance pay and advance
notice of termination of employment as well as equal opportunity and anti-discrimination laws. Orders issued by the Israeli Ministry of
Economy make certain industry-wide collective bargaining agreements applicable to us. These agreements affect matters such as cost of
living adjustments to salaries, length of working hours and week, recuperation, travel expenses, and pension rights. Except as otherwise
stated hereunder, our employees are not represented by a labor union. Under Spanish Labor law, we and our employees are subject to protective
labor provisions and collective bargaining agreements, governing, among others, restrictions on working hours, minimum wages, minimum
vacation, sick pay, severance pay and advance notice of termination of employment as well as equal opportunity and anti-discrimination
laws. Our workers in our San Sebastian office in Spain are represented by a worker’s representative, who was recently elected for
a term of four years. In addition, our employees in our Madrid office in Spain are represented by five worker representatives, who were
recently elected for a term of four years. Such representatives represent the employees with respect to labor health and prevention, training
and equality. We provide our employees with benefits and working conditions which we believe are competitive with benefits and working
conditions provided by similar companies. To foster wellbeing, we allow a hybrid mode of work to employees who attend an office. We expect
employees to work in the office for 3 days each week, while in the remaining 2 days they may work remotely to allow flexibility and work
life balance. We have never experienced labor-related work stoppages and believe that our relations with our employees are good.
70
E. Share Ownership
Beneficial Ownership of Executive Officers and Directors
The following table sets forth certain information regarding the beneficial ownership
of our ordinary shares as of March 6, 2026 by (i) each of our directors, (ii) each of our executive officers and (iii) all of our executive
officers and directors serving as of March 6, 2026, as a group. Unless otherwise stated, the address of each named executive officer and
director is c/o Allot Ltd, 22 Hanagar Street, Neve Ne’eman Industrial Zone B, Hod-Hasharon 4501317, Israel.
|
Name of Beneficial Owner |
Number of Shares Beneficially Held(1) |
Percent of Class |
||||||
|
Directors |
||||||||
|
David Reis |
* |
* |
||||||
|
Efrat Makov |
* |
* |
||||||
|
Nadav Zohar |
* |
* |
||||||
|
Steven D. Levy |
* |
* |
||||||
|
Raffi Kesten |
* |
* |
||||||
|
Cynthia Paul |
10,044,638 |
20.5 |
% | |||||
|
Executive Officers |
||||||||
|
Eyal Harari |
463,217 |
1 |
% | |||||
|
Liat Nahum |
* |
* |
||||||
|
Inbar Charash |
* |
* |
||||||
|
Mark Shteiman |
* |
* |
||||||
|
Noam Lila |
* |
* |
||||||
|
Gili Groner |
- |
- |
||||||
|
Boaz Grossman |
* |
* |
||||||
|
All directors and executive officers as a group |
11,287,827 |
23.07 |
% | |||||
____________
* Less than one percent of the outstanding ordinary shares.
(1) As used in this table, “beneficial ownership” is determined in accordance
with the rules of the SEC and consists of either or both voting or investment power with respect to securities. For purposes of this table,
a person is deemed to be the beneficial owner of securities that can be acquired within 60 days from March 6, 2026, pursuant to vesting
of RSUs. RSUs vesting within 60 days of March 6, 2026 are deemed outstanding for computing the ownership percentage of the person holding
such options or RSUs, but are not deemed outstanding for the purpose of computing the ownership percentage of any other person. Except
as otherwise indicated, the persons named in the table have reported that they have sole voting and sole investment power with respect
to all ordinary shares shown as beneficially owned by them. The amounts and percentages are based upon 48,923,099 ordinary shares
outstanding as of March 6, 2026, pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act.
71
Our directors and executive officers hold, in the aggregate, 1,298,649 outstanding
RSUs.
Share Option Plans
The following table summarizes our equity incentive plans, which have outstanding
awards as of March 6, 2026:
|
Plan |
Shares reserved
|
Option and RSU grants, net (*)
|
Outstanding RSUs
|
|||||||||
|
2016 Incentive Compensation Plan |
35,103 |
9,616,293 |
2,059,069 |
|||||||||
(*) “Option and RSU grants, net” is calculated by subtracting options
and RSUs expired or forfeited.
As of March 6, 2026, we had 48,923,099 ordinary shares outstanding. We have adopted four share option plans.
Under our share option plans, as of March 6, 2026, there were 2,059,069 outstanding RSUs. As of March 6, 2026, 35,103 shares remained
available for future grants under the 2016 Plan (as described below). Upon issuance, such ordinary shares may be freely sold in the public
market, except for shares held by affiliates who have certain restrictions on their ability to sell.
We will only grant options, RSUs or other equity incentive awards under the 2016 Incentive Compensation
Plan.
2016 Incentive Compensation Plan, as amended (formerly, 2006 Incentive
Compensation Plan)
The Allot Ltd. 2006 Incentive Compensation Plan (the “2006 Plan”) was
adopted by the Company’s board of directors on October 29, 2006 and became effective immediately prior to the effective date of
the Company’s initial public offering. Effective October 28, 2016, our board of directors amended and restated the 2006 Plan to
extend the term of the 2006 Plan by ten years and to rename the 2006 Plan as the Allot Ltd. 2016 Incentive Compensation Plan (as amended,
the “2016 Plan”). The 2016 Plan will remain in effect, subject to the right of our board of directors to amend or terminate
the 2016 Plan at any time pursuant to the terms of the 2016 Plan, until all shares reserved for issuance under the 2016 Plan shall have
been delivered, and any restrictions on such shares shall have lapsed, provided that in no event may an award under the 2016 Plan be granted
on or after October 27, 2026. On March 27, 2025, our board of directors approved an amendment to the 2016 Plan to eliminate the limitation
on the annual increase of the share reserve and to clarify that such annual increase will be set at the discretion of the board of directors.
The 2016 Plan is intended to further our success by increasing the ownership interest
of certain of our and our subsidiaries’ employees, directors and consultants and to enhance our and our subsidiaries’ ability
to attract and retain employees, directors and consultants.
The number of ordinary shares that we may issue under the 2016 Plan will increase on the first day of each
fiscal year, in each case in an amount determined by our board of directors with respect to such fiscal year. The number of shares subject
to the 2016 Plan is also subject to adjustment if particular capital changes affect our share capital. Ordinary shares subject to outstanding
awards under the 2006 Plan or our 2003 plan or 1997 plans that are subsequently forfeited or terminated for any other reason before being
exercised will again be available for grant under the 2016 Plan. As of March 6, 2026, there were 2,059,069 outstanding RSUs under the
2016 Plan and 35,103 ordinary shares remained reserved for future grants under the 2016 Plan. Israeli participants in the 2016 Plan may
be granted options and/or restricted share units subject to Section 102 of the Ordinance. Section 102 of the Ordinance, allows employees,
directors and officers, who are not controlling shareholders and are considered Israeli residents to receive favorable tax treatment for
compensation in the form of shares or options. Our non-employees service providers and controlling shareholders may only be granted options
under another section of the Ordinance, which does not provide for similar tax benefits. Section 102 includes two alternatives for tax
treatment involving the issuance of options or shares to a trustee for the benefit of the grantees and also includes an additional alternative
for the issuance of options or shares directly to the grantee. The most favorable tax treatment for the grantees is under Section 102(b)(2)
of the Ordinance, the issuance to a trustee under the “capital gain track.” However, under this track we are not allowed to
deduct an expense with respect to the issuance of the options or shares. Any share options granted under the 2016 Plan to participants
in the United States will be either “incentive share options,” which may be eligible for special tax treatment under the U.S.
Internal Revenue Code of 1986, or options other than incentive share options (referred to as “nonqualified share options”),
as determined by our compensation and nominating committee and stated in the option agreement.
72
Our compensation and nominating committee administer the 2016 Plan and it selects
which of our and our subsidiaries’ and affiliates’ eligible employees, directors and/or consultants receive options, RSUs
or other awards under the 2016 Plan and will determine the terms of the grant, including, exercise prices, method of payment, vesting
schedules, acceleration of vesting and the other matters necessary in the administration of the plan.
If we undergo a change of control, as defined in the 2016 Plan, subject to any contrary
law or rule, or the terms of any award agreement in effect before the change of control, (a) the compensation and nominating committee
may, in its discretion, accelerate the vesting, exercisability and payment, as applicable, of outstanding options, RSUs and other awards;
and (b) the compensation and nominating committee, in its discretion, may adjust outstanding awards by substituting ordinary shares or
other securities of any successor or another party to the change of control transaction, or cash out outstanding options, RSUs and other
awards, in any such case, generally based on the consideration received by our shareholders in the transaction.
E. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
We were not required to prepare an accounting restatement during or after the last completed fiscal year.
ITEM 7: Major Shareholders and Related Party Transactions
A. Major Shareholders
The following table sets forth certain information regarding the beneficial ownership
of our outstanding ordinary shares as of March 6, 2026, by each person who we know beneficially owns 5.0% or more of the outstanding ordinary
shares. Each of our shareholders has identical voting rights with respect to its shares. All of the information with respect to beneficial
ownership of the ordinary shares is given to the best of our knowledge.
|
Ordinary Shares Beneficially Owned(1) |
Percentage of Ordinary Shares Beneficially Owned |
|||||||
|
Lynrock Lake Master Fund LP (2) |
10,011,295 |
20.5 |
% | |||||
|
QVT Family Office Fund LP (3) |
5,062,523 |
10.3 |
% | |||||
|
David Kanen (4) |
4,163,573 |
8.5 |
% | |||||
_________________
| (1) |
As used in this table, “beneficial ownership” means the sole or shared power to vote or direct the voting or to dispose
or direct the disposition of any security. For purposes of this table, a person is deemed to be the beneficial owner of securities that
can be acquired within 60 days from March 6, 2026 through the exercise of any option or warrant. Ordinary shares subject to options or
warrants that are currently exercisable or exercisable within 60 days are deemed outstanding for computing the ownership percentage of
the person holding such options or warrants, but are not deemed outstanding for computing the ownership percentage of any other person.
The amounts and percentages are based upon 48,923,099 ordinary shares outstanding as of March 6, 2026. |
| (2) |
Based on a Schedule 13D/A filed on November 14, 2025, Lynrock Lake Master Fund LP directly holds 10,011,295 of our ordinary shares.
Cynthia Paul, the Chief Investment Officer of Lynrock Lake LP (“Lynrock Lake”) and sole member of Lynrock Lake Partners LLC,
the general partner of Lynrock Lake, may be deemed to exercise voting and investment power over securities of the Issuer held by Lynrock
Lake Master Fund LP. The principal executive offices for Lynrock Lake Master Fund LP is 2 International Drive, Suite 130, Rye Brook, NY,
10573. |
| (3) |
Based on a Schedule 13D/A filed on November 20, 2025, QVT Family Office Fund LP (“QVT Fund”) had shared voting and dispositive
power over 5,062,523 of our ordinary shares. QVT Financial LP (“QVT Financial”), as the investment manager for QVT Fund,
and QVT Associates GP LLC (“QVT Fund GP”), was the general partner of the QVT Fund, has voting and dispositive power over
these shares. The principal executive offices of QVT Fund, QVT Financial and QVT Fund GP is 888 Seventh Avenue, 43rd Floor, New York,
New York 10106. |
| (4) |
Based on a Schedule 13G/A filed on June 12, 2025 by Philotimo Fund, LP, a Delaware limited partnership (“Philotimo”),
Philotimo Focused Growth & Income Fund, a series of World Funds Trust and a Delaware statutory trust (“PHLOX”), Kanen
Wealth Management LLC, a Florida limited liability company (“KWM”) and David L. Kanen, Philotomo beneficially owned 2,325,000
of our ordinary shares, PHLOX beneficially owned 1,200,000 of our ordinary shares, KWM and David L. Kanen had each shared voting and dispositive
power over 4,103,882of our ordinary shares, and David L. Kanen had sole voting and dispositive power over 59,691 of our ordinary shares.
David L. Kanen is the managing member of KWM and has voting and dispositive power over these shares. The business address of such holders
is 6810 Lyons Technology Circle, Suite 160, Coconut Creek, Florida 33073. |
73
Significant Changes in the Ownership of Major Shareholders
To our knowledge, other than as disclosed in the table above, our other filings with the SEC and this annual
report, there has been no significant change in the percentage ownership held by any major shareholder since January 1, 2023.
Record Holders
As of March 6, 2026, there were 15 record holders of ordinary shares, of which seven
consisted of U.S. record holders holding approximately 99.99% of our outstanding ordinary shares. The actual number of shareholders is
greater than this number of record holders, and includes shareholders who are beneficial owners, but whose shares are held in street name
by brokers and other nominees. The U.S. record holders included Cede & Co., the nominee of the Depositary Trust Company.
B. Related Party Transactions
Our policy is to enter into transactions with related parties on terms that, on the
whole, are no less favorable, than those available from unaffiliated third parties. Based on our experience in the business sectors in
which we operate and the terms of our transactions with unaffiliated third parties, we believe that all of the transactions described
below met this policy standard at the time they occurred.
Repayment of Lynrock Note
In June 2025, pursuant to an agreement reached with Lynrock Lake Master Fund LP (“Lynrock”),
$31.41 million of the outstanding principal amount under the senior unsecured convertible promissory note with a face value of $40.0 million
issued by us to Lynrock on February 18, 2022 (the “Lynrock Note”) was repaid and cancelled in exchange for $31.41 million
in cash and the remaining $8.59 million principal amount outstanding under the Lynrock Note was converted into 1,249,995 ordinary shares,
representing a conversion rate per $1,000 principal amount equal to 145.5175 shares representing $1,164.14 divided by the $8.00 public
offering price in our June 2025 public offering. As a result, the Company recognized a loss from extinguishment in the amount of $1,410.
74
Agreements with Directors, Officers and Suppliers
Engagement of Officers. We have entered into
employment agreements with each of our officers, who work for us as employees or as consultants. These agreements all contain provisions
standard for a company in our industry regarding noncompetition, confidentiality of information and assignment of inventions. The enforceability
of covenants not to compete in Israel may be limited. In connection with the engagement of our officers, we have granted them options
pursuant to our 2016 Plan.
Exculpation, Indemnification and Insurance.
Our articles of association permit us to exculpate, indemnify and insure our office holders, in accordance with the provisions of the
Companies Law. We have entered into agreements with each of our directors and certain office holders, exculpating them from a breach of
their duty of care to us to the fullest extent permitted by law and undertaking to indemnify them to the fullest extent permitted by law,
to the extent that these liabilities are not covered by insurance. See “ITEM 6: Directors, Senior Management and Employees-Board
Practices-Exculpation, Insurance and Indemnification of Office Holders.”
C. Interests of Experts and Counsel
Not applicable.
ITEM 8: Financial Information
A. Consolidated Financial Statements and Other Financial Information.
Consolidated Financial Statements
For our audited consolidated balance sheets as of December 31, 2025 and 2024, and
the related consolidated statements of comprehensive loss, changes in shareholders’ equity and cash flows for each of the three
years in the period ended December 31, 2025, please see pages F-1 to F-43 of this report.
Export Sales
See “ITEM 4: Operating and Financial Review and Prospects” under the caption
“Customers” for certain details of export sales for the last three fiscal years.
Legal Proceedings
We may, from time to time in the future be involved in legal proceedings in the ordinary
course of business. Such matters are generally subject to many uncertainties and outcomes are not predictable with assurance. We accrue
for contingencies when the loss is probable and it can reasonably estimate the amount of any such loss. Except as set forth in Note 12
to our consolidated financial statements for the fiscal year ended December 31, 2025 included elsewhere in this report, we are currently
not a party to any material legal or administrative proceedings for which an appropriate accrual has not been made, and is not aware of
any pending or threatened material legal or administrative proceedings against us.
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Dividends
We have never declared or paid any cash dividends on our ordinary shares and we do
not anticipate paying any cash dividends on our ordinary shares in the future. We currently intend to retain all future earnings to finance
our operations and to expand our business. Any future determination relating to our dividend policy will be made at the discretion of
our board of directors and will depend on a number of factors, including future earnings, capital requirements, financial condition and
future prospects and other factors our board of directors may deem relevant.
B. Significant Changes
Since the date of our audited financial statements included elsewhere in this annual report, there
have not been any significant changes in our financial position.
ITEM 9: The Offer and Listing
Our ordinary shares have been quoted under the symbol “ALLT” on Nasdaq
since November 16, 2006 and on the TASE since December 21, 2010.
As of March 6, 2026, the last reported sale price of our ordinary shares on Nasdaq
was $6.8 per share and on the TASE was 21.3 ILS per share.
ITEM 10: Additional Information
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
Registration Number and Objectives
We are registered as a public company with the Israeli Registrar of Companies. Our
registration number is 51-239477-6.
Our objectives under our memorandum of association are to engage in the business of
computers, hardware and software, including without limitation research and development, marketing, consulting and the selling of knowledge,
and any other activity which our board of directors shall determine.
Ordinary Shares
Our authorized share capital consists of 200,000,000 ordinary shares, par value ILS
0.10 per share. As of March 6, 2026, we had 48,923,099 ordinary shares outstanding. All outstanding ordinary shares are validly issued,
fully paid and non-assessable. The rights attached to the ordinary shares are as follows:
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Voting. Holders of our ordinary shares have
one vote for each ordinary share held on all matters submitted to a vote of shareholders at a shareholder meeting. Shareholders may vote
at shareholder meeting either in person, by proxy or by written ballot. Shareholder voting rights may be affected by the grant of any
special voting rights to the holders of a class of shares with preferential rights that may be authorized in the future.
Transfer of Shares. Fully paid ordinary shares
are issued in registered form and may be freely transferred under our articles of association unless the transfer is restricted or prohibited
by another instrument, Israeli law or the rules of a stock exchange on which the shares are traded.
Election of Directors. Our ordinary shares
do not have cumulative voting rights for the election of directors. Rather, under our articles of association our directors are elected
by the holders of a simple majority of our ordinary shares at a general shareholder meeting. As a result, the holders of our ordinary
shares that represent more than 50% of the voting power represented at a shareholder meeting have the power to elect any or all of our
directors whose positions are being filled at that meeting, subject to the special approval requirements for outside directors. See “ITEM
6: Directors, Senior Management and Employees-Board Practices-Outside Directors.”
Dividend and Liquidation Rights. Under the
Companies Law, shareholder approval is not required for the declaration of a dividend, unless the company’s articles of association
provide otherwise. Our articles of association provide that our board of directors may declare and distribute a dividend to be paid to
the holders of ordinary shares without shareholder approval in proportion to the paid up capital attributable to the shares that they
hold. Dividends may be paid only out of profits legally available for distribution, as defined in the Companies Law, provided that there
is no reasonable concern that the payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they
become due. If we do not have profits legally available for distribution, we may seek the approval of the court to distribute a dividend.
The court may approve our request if it is convinced that there is no reasonable concern that a payment of a dividend will prevent us
from satisfying our existing and foreseeable obligations as they become due.
In the event of our liquidation, after satisfaction of liabilities to creditors, our
assets will be distributed to the holders of ordinary shares in proportion to the paid up capital attributable to the shares that they
hold. Dividend and liquidation rights may be affected by the grant of preferential dividend or distribution rights to the holders of a
class of shares with preferential rights that may be authorized in the future.
Shareholder Meetings
We are required to convene an annual general meeting of our shareholders once every
calendar year within a period of not more than 15 months following the preceding annual general meeting. Our board of directors may convene
a special general meeting of our shareholders and is required to do so at the request of two directors or one quarter of the members of
our board of directors or, as we are a Nasdaq-listed company at the request of one or more holders of 10% or more of our share capital
and 1% of our voting power or the holder or holders of 10% or more of our voting power. All shareholder meetings require prior notice
of at least 21 days. The chairperson of our board of directors, or any other person appointed by the board of directors, presides over
our general meetings. In the absence of the chairperson of the board of directors or such other person, one of the members of the board
designated by a majority of the directors presides over the meeting. If no director is designated to preside as chairperson, then the
shareholders present will choose one of the shareholders present to be chairperson. Subject to the provisions of the Companies Law and
the regulations promulgated thereunder, shareholders entitled to participate and vote at general meetings are the shareholders of record
on a date to be decided by the board of directors, which, as we are a Nasdaq-listed company, may be between four and 60 days prior to
the date of the meeting.
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Quorum
The quorum required for a meeting of shareholders consists of at least two shareholders
present in person, by proxy or by written ballot, who hold or represent between them at least 25% of our voting power. A meeting adjourned
for lack of a quorum generally is adjourned to the same day in the following week at the same time and place or any time and place as
the directors designate in a notice to the shareholders. At the reconvened meeting, the required quorum consists of at least two shareholders
present, in person, by proxy or by written ballot, who hold or represent between them at least 10% of our voting power, provided that
if the meeting was initially called pursuant to a request by our shareholders, then the quorum required must include at least the number
of shareholders entitled to call the meeting. See “-Shareholder Meetings.”
Resolutions
An ordinary resolution requires approval by the holders of a simple majority of the
voting rights represented at the meeting, in person, by proxy or by written ballot, and voting on the resolution.
Under the Companies Law, unless otherwise provided in the articles of association
or applicable law, all resolutions of the shareholders require a simple majority. A resolution for the voluntary winding up of the company
requires the approval by holders of at least 75% of the voting rights represented at the meeting, in person, by proxy or by written ballot,
and voting on the resolution. Under our articles of association (1) certain shareholders’ resolutions require the approval of a
special majority of the holders of at least 75% of the voting rights represented at the meeting, in person, by proxy or by written ballot,
and voting on the resolution, and (2) certain shareholders’ resolutions require the approval of a special majority of the holders
of at least two-thirds of the voting securities of the company then outstanding.
Access to Corporate Records
Under the Companies Law, all shareholders generally have the right to review minutes
of our general meetings, our shareholder register, including with respect to material shareholders, our articles of association, our financial
statements and any document we are required by law to file publicly with the Israeli Companies Registrar. Any shareholder who specifies
the purpose of its request may request to review any document in our possession that relates to any action or transaction with a related
party which requires shareholder approval under the Companies Law. We may deny a request to review a document if we determine that the
request was not made in good faith, that the document contains a commercial secret or a patent or that the document’s disclosure
may otherwise impair our interests.
Fiduciary Duties and Approval of Specified Related Party Transactions
Under Israeli Law
Fiduciary duties of office holders
The Companies Law imposes a duty of care and a duty of loyalty on all office holders
of a company.
The duty of care of an office holder requires an office holder to act with the degree
of proficiency with which a reasonable office holder in the same position would have acted under the same circumstances. The duty of care
includes, among other things, a duty to use reasonable means, in light of the circumstances, to obtain certain information pertaining
to the proposed action before the board of directors.
The duty of loyalty incumbent on an office holder requires him or her to act in good
faith and for the benefit of the company, and includes, among other things, the duty to avoid conflicts of interest with the company,
to refrain from competing with the company, and to disclose to the company information disclosed to him or her as a result of being an
office holder.
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We may approve an act specified above which would otherwise constitute a breach of
the office holder’s duty of loyalty, provided that the office holder acted in good faith, the act or its approval does not harm
the company, and the office holder discloses his or her personal interest a sufficient time before the approval of such act. Any such
approval is subject to the terms of the Companies Law, setting forth, among other things, the organs of the company entitled to provide
such approval, and the methods of obtaining such approval.
Disclosure of personal interests of an office holder and approval
of acts and transactions
The Companies Law requires that an office holder promptly disclose to the company
any personal interest that he or she may have relating to any existing or proposed transaction by the company (as well as certain information
or documents). Once an office holder has disclosed his or her personal interest in a transaction, the approval of the appropriate organ(s)
in the company is required in order to effect the transaction. However, a company may approve such a transaction or action only if it
is in the best interests of the Company.
Disclosure of personal interests of a controlling shareholder
and approval of transactions
Under the Companies Law, a controlling shareholder must also disclose any personal
interest it may have in an existing or proposed transaction by the company. Transactions with controlling shareholders that are material,
that are not in the ordinary course of business or that are not on market terms require approval by the audit committee, the board of
directors and the shareholders of the company, and the Companies Law provides for certain quantitative requirements in respect of the
voting of shareholders not having a personal interest in the applicable transaction.
Duties of shareholders
Under the Companies Law, a shareholder has a duty to refrain from abusing its power,
to act in good faith and to act in an acceptable manner in exercising its rights and performing its obligations to the company and other
shareholders. A shareholder also has a general duty to refrain from acting to the detriment of other shareholders.
In addition, any controlling shareholder or any shareholder having specific power
with respect to a company (the power to appoint an office holder, or specific influence over a certain vote) is under a duty to act with
fairness towards the company. The Companies Law does not describe the substance of this duty except to state that the remedies generally
available upon a breach of contract will also apply in the event of a breach of the duty to act with fairness, taking the shareholder’s
position in the company into account.
Approval of private placements
Under the Companies Law and the regulations promulgated thereunder, certain private
placements of securities may require approval at a general meeting of the shareholders of a company. These include, for example, certain
private placements completed in lieu of a special tender offer (See “Memorandum and Articles of Association-Acquisition under Israeli
law”) or a private placement which qualifies as a related party transaction (See “Corporate governance practices-Fiduciary
duties and approval of specified related party transactions under Israeli law”).
Acquisitions under Israeli Law
Full Tender Offer. A person wishing to acquire
shares of a public Israeli company and who would as a result hold over 90% of the target company’s issued and outstanding share
capital is required by the Companies Law to make a tender offer for the purchase of all of the issued and outstanding shares of the company.
If the shareholders who do not accept the offer hold less than 5% of the issued and outstanding share capital of the company, and more
than half of the offerees who do not have a personal interest in the tender offer accept the tender offer, all of the shares that the
acquirer offered to purchase will be transferred to the acquirer by operation of law. Notwithstanding the above, if the shareholders who
do not accept the offer hold less than 2% of the issued and outstanding share capital of the company or of the applicable class, the offer
will nonetheless be accepted. However, a shareholder that had its shares so transferred may, within six months from the date of acceptance
of the tender offer, petition the court to determine that the tender offer was for less than fair value and that the fair value should
be paid as determined by the court. The bidder may provide in its tender offer that any accepting shareholder may not petition the court
for fair value, but such condition will not be valid unless all of the information required under the Companies Law was provided prior
to the acceptance date. The description above regarding a full tender offer also applies, with certain limitations, when a full tender
offer for the purchase of all of the company’s securities is accepted.
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Special Tender Offer. The Companies Law provides,
subject to certain exceptions, that an acquisition of shares of a public Israeli company must be made by means of a “special tender
offer” if, as a result of the acquisition, the purchaser would become a holder of at least 25% of the voting rights in the company.
This rule does not apply if there is already another holder of at least 25% of the voting rights in the company. Similarly, the Companies
Law provides that an acquisition of shares in a public company must be made by means of a tender offer if, as a result of the acquisition,
the purchaser would become a holder of more than 45% of the voting rights in the company, and there is no other shareholder of the company
who holds more than 45% of the voting rights in the company. The special tender offer may be consummated subject to certain majority requirements
set forth in the Companies Law, and provided further that at least 5% of the voting rights attached to the company’s outstanding
shares will be acquired by the party making the offer.
Merger. The Companies Law permits merger transactions
between two Israeli companies if approved by each party’s board of directors and a certain percentage of each party’s shareholders.
Following the approval of the board of directors of each of the merging companies, the boards must jointly prepare a merger proposal for
submission to the Israeli Registrar of Companies.
Under the Companies Law, if the approval of a general meeting of the shareholders
is required, merger transactions may be approved by the holders of a simple majority of our shares present, in person, by proxy or by
written ballot, at a general meeting of the shareholders and voting on the transaction. In determining whether the required majority has
approved the merger, if shares of the company are held by the other party to the merger, by any person holding at least 25% of the voting
rights, or 25% of the means of appointing directors or the general manager of the other party to the merger, then a vote against the merger
by holders of the majority of the shares present and voting, excluding shares held by the other party or by such person, or any person
or entity acting on behalf of, related to or controlled by either of them, is sufficient to reject the merger transaction. In certain
circumstances, a court may still approve the merger upon the request of holders of at least 25% of the voting rights of a company, if
the court holds that the merger is fair and reasonable, taking into account the value of the parties to the merger and the consideration
offered to the shareholders.
The Companies Law provides for certain requirements and procedures that each of the
merging companies is to fulfill. In addition, a merger may not be completed unless at least fifty days have passed from the date that
a proposal for approval of the merger was filed with the Israeli Registrar of Companies and thirty days from the date that shareholder
approval of both merging companies was obtained.
Anti-Takeover Measures
Undesignated preferred shares. The Companies
Law allows us to create and issue shares having rights different from those attached to our ordinary shares, including shares providing
certain preferred or additional rights with respect to voting, distributions or other matters and shares having preemptive rights. We
do not have any authorized or issued shares other than ordinary shares. In the future, if we do create and issue a class of shares other
than ordinary shares, such class of shares, depending on the specific rights that may be attached to them, may delay or prevent a takeover
or otherwise prevent our shareholders from realizing a potential premium over the market value of their ordinary shares. The authorization
of a new class of shares will require an amendment to our articles of association which requires the prior approval of a simple majority
of our shares represented and voted at a general meeting. In addition, we undertook towards the TASE that, as long as our shares are registered
for trading with the TASE we will not issue or authorize shares of any class other than the class currently registered with the TASE,
unless such issuance is in accordance with certain provisions of the Israeli Securities Law determining that a company registering its
shares for trade on the TASE may not have more than one class of shares for a period of one year following registration with the TASE,
and following such period the company is permitted to issue preferred shares if the preference of those shares is limited to a preference
in the distribution of dividends and the preferred shares have no voting rights.
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Supermajority voting. Our articles of association
require the approval of the holders of at least two-thirds of our combined voting power to effect certain amendments to our articles of
association.
Classified board of directors. Our articles
of association provide for a classified board of directors. See “ITEM 6: Directors, Senior Management and Employees-Board Practices-Term
of Directors.”
Transfer Agent and Registrar
The transfer agent and registrar for our ordinary shares is Equiniti Trust Company,
LLC. Its address is 48 Wall Street, 23rd Floor, New York,
New York 10043, and its telephone number is (800) 937-5449.
C. Material Contracts
We have not been party to any material contracts within the two years prior to the
date of this annual report, other than contracts entered into in the ordinary course of business, or as otherwise described below in this
ITEM 10.C.
|
Material Contract |
Location | |
|
Non-Stabilized Lease Agreement |
“ITEM 4: Information on Allot - D. Property, Plant and Equipment” |
D. Exchange Controls
In 1998, Israeli currency control regulations were liberalized significantly, so that
Israeli residents generally may freely deal in foreign currency and foreign assets, and non-residents may freely deal in Israeli currency
and Israeli assets. There are currently no Israeli currency control restrictions on remittances of dividends on the ordinary shares or
the proceeds from the sale of the shares provided that all taxes were paid or withheld; however, legislation remains in effect pursuant
to which currency controls can be imposed by administrative action at any time.
Non-residents of Israel may freely hold and trade our securities. Neither our memorandum
of association nor our articles of association nor the laws of the State of Israel restrict in any way the ownership or voting of ordinary
shares by non-residents, except that such restrictions may exist with respect to citizens of countries which are in a state of war with
Israel. Israeli residents are allowed to purchase our ordinary shares.
E. Taxation
Israeli Tax Considerations and Government Programs
The following is a general discussion only and is not exhaustive of all possible tax
considerations. It is not intended, and should not be construed, as legal or professional tax advice and should not be relied upon for
tax planning purposes. In addition, this discussion does not address all of the tax consequences that may be relevant to purchasers of
our ordinary shares in light of their particular circumstances, or certain types of purchasers of our ordinary shares subject to special
tax treatment. Examples of this kind of investor include residents of Israel and traders in securities who are subject to special tax
regimes not covered in this discussion. Each individual/entity should consult its own tax or legal advisor as to the Israeli tax consequences
of the purchase, ownership and disposition of our ordinary shares.
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To the extent that part of the discussion is based on new tax legislation, which has
not been subject to judicial or administrative interpretation, we cannot assure that the tax authorities or the courts will accept the
views expressed in this section.
The following summary describes the current tax structure applicable to companies
in Israel, with special reference to its effect on us. The following also contains a discussion of the material Israeli tax consequences
to holders of our ordinary shares.
General Corporate Tax Structure in Israel
Israeli companies are generally subject to corporate tax rate of 23%. However, the
effective tax rate payable by a company that derives income from an Approved Enterprise, a Benefited Enterprise, a Preferred Enterprise
or a Technological Preferred Enterprise (as discussed below) may be considerably lower. Capital gains derived by an Israeli company are
generally subject to the prevailing corporate tax rate.
Tax Benefits and Grants for Research and Development
Israeli tax law allows, under certain conditions, a tax deduction for expenditures,
including capital expenditures, for the year in which they are incurred. Expenditures are deemed related to scientific research and development
projects, if:
| • |
The expenditures are approved by the relevant Israeli government ministry, determined by the field of research; |
| • |
The research and development must be for the promotion of the company; and |
| • |
The research and development is carried out by or on behalf of the company seeking such tax deduction. |
The amount of such deductible expenses is reduced by the sum of any funds received
through government grants for the finance of such scientific research and development projects. No deduction under these research and
development deduction rules is allowed if such deduction is related to an expense invested in an asset depreciable under the general depreciation
rules of the Ordinance. Expenditures for research and development not approved are deductible in equal amounts over three years, according
to the Ordinance.
From time to time, we may apply the Israel Innovation Authority for approval to allow
a tax deduction for all research and development expenses during the year incurred. There can be no assurance that such application will
be accepted.
Law for the Encouragement of Industry (Taxes),
1969
The Law for the Encouragement of Industry (Taxes), 1969, generally referred to as
the Industry Encouragement Law, provides several tax benefits for industrial companies. We believe that we currently qualify as an “Industrial
Company” within the meaning of the Industry Encouragement Law. The Industry Encouragement Law defines “Industrial Company”
as a company resident in Israel, of which 90% or more of its income in any tax year, other than of income from certain government loans,
from an “Industrial Enterprise which is located in Israel” owned by it. An “Industrial Enterprise” is defined
as an enterprise whose major activity in a given tax year is industrial production activity.
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The following corporate tax benefits, among others, are available to Industrial Companies:
| • |
Amortization of the cost of purchased know-how and patents and of rights to use a patent and know-how which are used for the development
or advancement of the company, over an eight-year period; |
| • |
Under specified conditions, an election to file consolidated tax returns with additional related Israeli Industrial Companies; and
|
| • |
Expenses related to a public offering in Israel and in recognized stock markets, are deductible in equal amounts over three years.
|
Under certain tax laws and regulations, an “Industrial Enterprise” may
be eligible for special depreciation rates for machinery, equipment and buildings. These rates differ based on various factors, including
the date the operations begin and the number of work shifts. An “Industrial Company” owning an approved enterprise may choose
between these special depreciation rates and the depreciation rates available to the approved enterprise.
Eligibility for the benefits under the Industry Encouragement Law is not subject to
receipt of prior approval from any governmental authority. We can give no assurance that we qualify or will continue to qualify as an
“Industrial Company” or that the benefits described above will be available in the future.
Tax Benefits under the Law for Encouragement
of Capital Investments, 1959
Tax Benefits Prior to the 2005 Amendment
The Law for the Encouragement of Capital Investments, 1959, as amended, generally
referred to as the Investments Law, provides that a proposed capital investment in eligible facilities may, upon application to the Investment
Center of the Ministry of Industry and Commerce of the State of Israel, be designated as an “Approved Enterprise.”
The Investments Law provides that an approved enterprise is eligible for tax benefits
on taxable income derived from its approved enterprise programs. The tax benefits under the Investments Law also apply to income generated
by a company from the grant of a usage right with respect to know-how developed by the Approved Enterprise, income generated from royalties,
and income derived from a service which is auxiliary to such usage right or royalties, provided that such income is generated within the
Approved Enterprise’s ordinary course of business. The tax benefits under the Investments Law are not, generally, available with
respect to income derived from products manufactured outside of Israel. In addition, the tax benefits available to an Approved Enterprise
are contingent upon the fulfillment of conditions stipulated in the Investments Law and regulations and the criteria set forth in the
specific certificate of approval, as described above. In the event that a company does not meet these conditions, it would be required
to refund the amount of tax benefits, plus a consumer price index linkage adjustment and interest.
Should a company derive income from sources other than the Approved Enterprise during
the relevant period of benefits, such income is taxable at the regular corporate tax rates.
A company may elect to receive an alternative package of benefits. Under the alternative
package of benefits, a company’s undistributed income derived from the Approved Enterprise will be exempt from corporate tax for
a period of between two and ten years from the first year the company derives taxable income under the program, after the commencement
of production, depending on the geographic location of the Approved Enterprise within Israel, and such company will be eligible for a
reduced tax rate for the remainder of the benefits period. Under certain circumstances (as detailed below regarding Foreign Investment
Companies), the benefit period may extend to a maximum of ten years from the commencement of the benefit period.
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A company that has elected the alternative track of benefits, such as us, that subsequently
pays a dividend out of income derived from the approved enterprise(s) during the tax exemption period will be subject to corporate tax
in the year the dividend is distributed in respect of the gross amount distributed, at the rate which would have been applicable had the
company not elected the alternative track of benefits, (generally 10%-25%, depending on the percentage of the company’s ordinary
shares held by foreign shareholders). The dividend recipient is subject to withholding tax at the reduced rate of 15% applicable to dividends
from approved enterprises if the dividend is distributed during the tax exemption period or within twelve years thereafter. In the event,
however, that the company qualifies as a foreign investors’ company, there is no such time limitation.
Foreign Investors’ Company (“FIC”)
A company that has an Approved Enterprise program is eligible for further tax benefits
if it qualifies as a foreign investors’ company. A foreign investors’ company is a company of which, among other criteria,
more than 25% of its share capital and combined share and loan capital is owned by non-Israeli residents. A company that qualifies as
a foreign investors’ company and has an approved enterprise program is eligible for tax benefits for a ten-year benefit period.
Subject to applicable provisions concerning income under the alternative package of
benefits, dividends paid by a company are considered to be attributable to income received from the entire company and the company’s
effective tax rate is the result of a weighted average of the various applicable tax rates, excluding any tax-exempt income. Under the
Investments Law, with the exception of amendment 74, a company that has elected the alternative track of benefits is not obliged to distribute
retained profits, and may generally decide from which year’s profits to declare dividends.
In 1998, the production facilities of the Company related to its computational technologies
were granted the status of an “Approved Enterprise” under the Law. In 2004, an expansion program was granted the status of
“Approved Enterprise.” According to the provisions of the Law, the Company has elected the alternative track of benefits and
has waived Government grants in return for tax benefits.
As of December 31, 2025, the Company has not yet realized the benefits under the “Approved
Enterprise” program. We believe that we met the aforementioned conditions.
Tax Benefits under the 2005 Amendment
An amendment to the Investments Law, generally referred as the 2005 Amendment, effective
as of April 1, 2005 has significantly changed the provisions of the Investments Law. The amendment includes revisions to the criteria
for investments qualified to receive tax benefits as an Approved Enterprise.
The 2005 Amendment simplifies the approval process for the approved enterprise. According
to the 2005 Amendment, only approved enterprises receiving cash grants require the approval of the Investment Center.
A program receiving benefits under the 2005 Amendment is referred to as the Benefited
Enterprise.
The duration of tax benefits is subject to a limitation of the earlier of seven to
ten years from the Commencement Year, or twelve years from the first day of the Year of Election. We elected the year of 2009 as “year
of election” under the Investments Law after the 2005 Amendment. The benefit period under this year of election has ended on December
31, 2020.
We believe that a portion of taxable operating income that we may realize in the future
will be eligible to benefits under the Investments Law.
As of December 31, 2025, we did not generate exempt income under the provisions of
the Investments Law.
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Trapped Earning
Following amendment 74 to the Investment Law as part of the Law for Economic Efficiency
(Legislative Amendments for Attaining the Budget Goals for Fiscal Years 2021 and 2022), which was enacted in November, 2021, any dividends
distributed, or deemed as distributed under the Investment Law after August 15, 2021 by a company which earned exempt income under the
Approved or Benefited Enterprise regimes (Trapped Earnings) which it did not elect to release under the terms of amendment 74, will be
allocated pro-rata between exempt income and other sources and taxed accordingly. In addition, the corporate income tax claw-back will
apply upon any dividend distribution, as long as the company has Trapped Earnings.
Tax Benefits under the 2011 Amendment
As of January 1, 2011, new legislation amending the Investments Law came into effect
(the “2011 Amendment”). The 2011 Amendment introduced a new status of “Preferred Company” and “Preferred
Enterprise.” replacing the then existing status of “Benefited Company” and “Benefited Enterprise.” Similar
to a “Benefited Company,” a Preferred Company is an industrial company owning a Preferred Enterprise which meets certain conditions
(including a minimum threshold of 25% export). However, under this legislation the requirement for a minimum investment in productive
assets was cancelled.
Under the 2011 Amendment, a uniform corporate tax rate applies to all qualifying income
of the Preferred Company, as opposed to the former law, which was limited to income from the Approved Enterprises and Benefited Enterprise
during the benefits period. As of the 2017 tax year the corporate tax rate for preferred taxable income is 7.5% in areas in Israel designated
as Development Zone A and 16% elsewhere in Israel.
A dividend distributed from income which is attributed to a Preferred Enterprise will
be subject to withholding tax at source at the following rates: (i) Israeli resident corporation -0%, (ii) Israeli resident individual
- 20% in 2014 and onwards (iii) non-Israeli resident - subject to the receipt in advance of a valid certificate from the Israel Tax Authority
allowing for a reduced tax rate, 20% in 2014 and onwards, subject to a reduced tax rate under the provisions of an applicable double tax
treaty.
The provisions of the 2011 Amendment also provided transitional provisions to address
companies already enjoying current benefits. Under the transition provisions of the new legislation, a company may decide to irrevocably
implement the 2011 Amendment while waiving benefits provided under the Investments Law prior to the 2011 Amendment; or to remain subject
to the Investments Law prior to the 2011 Amendment. We have examined the possible effect, if any, of these provisions of the 2011 Amendment
on our financial statements and have decided, not to opt to apply the new benefits under the 2011 Amendment.
Tax Benefits under the 2016 Amendment
In December 2016, new legislation amended the Investments Law, effective as of the
2017 tax year (the “2016 Amendment”). Under the 2016 Amendment a new status of “Technological Preferred Enterprise”
was introduced to the Investments Law.
Under the 2016 Amendment, two new tracks are available:
| • |
Technological Preferred Enterprise - an enterprise which is part of a consolidated group with consolidated annual revenues of less
than ILS 10 billion. A Technological Preferred Enterprise which is located in areas other than Development Zone A will be subject to tax
at a rate of 12% on profits derived from eligible intellectual property, (“Preferred Technological Income”), and a Technological
Preferred Enterprise in Development Zone A will be subject to tax at a rate of 7.5%; and |
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| • |
Special Technological Preferred Enterprise - an enterprise which is part of a consolidated group with consolidated annual revenues
exceeding ILS 10 billion. Such an enterprise will be subject to tax at a rate of 6% on profits derived from Preferred Technological Income
regardless of the enterprise’s geographical location. |
Any dividends distributed out of Preferred Technological Income by a Technological
Preferred Enterprise or a Special Technological Preferred Enterprise, will be subject to tax at a rate of 20% (with an exemption from
such withholding tax applying to dividends paid to an Israeli company), or a lower rate of 4% in case 90% or more of the Preferred Technological
Enterprise’s shares are held by foreign corporations, and other conditions are satisfied. The above rates may be reduced by an applicable
double tax treaty, subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate.
We have examined the possible effect, if any, of these provisions of the 2016 Amendment
on our financial statements and have decided, at this time, not to opt to apply the new benefits under the 2016 Amendment.
Special Provisions Relating to Israeli Tax
Reporting in United States Dollars
Under the Income Tax (Inflationary Adjustments) Law, 1985, results for tax purposes
are measured in real terms, in accordance with the changes in the Israeli Consumer Price Index (“Israeli CPI”). Accordingly,
until 2011, results for tax purposes were measured in terms of earnings in ILS after certain adjustments for increases in the Israeli
CPI. Commencing in the taxable year 2012, we have elected to measure our taxable income and file our tax return in United States Dollars,
under the Israeli Income Tax Regulations (Principles Regarding the Management of Books of Account of Foreign Invested Companies and Certain
Partnerships and the Determination of Their Taxable Income), 1986.
Capital Gains Tax on Sales of Our Ordinary
Shares
Israeli law generally imposes a capital gains tax on the sale of any capital assets
by residents of Israel, as defined for Israeli tax purposes, and on the sale of assets located in Israel, including shares in Israeli
companies, by both residents and non-residents of Israel, unless a specific exemption is available or a tax treaty between Israel and
the shareholder’s country of residence provides otherwise. The law distinguishes between real gain and inflationary surplus. The
inflationary surplus is a portion of the total capital gain which is equivalent to the increase of the relevant asset’s purchase
price which is attributable to the increase in the Israeli consumer price index or, in certain circumstances, a foreign currency exchange
rate, between the date of purchase and the date of sale. The real gain is the excess of the total capital gain over the inflationary surplus.
The tax rate applicable to capital gains derived from the sale of shares, whether
listed on a stock market or not, is 25% for Israeli individuals, unless such shareholder claims a deduction for financing expenses in
connection with such shares, in which case the gain is generally taxed at a rate of 30%. Additionally, if such shareholder is considered
a “material shareholder” at any time during the 12-month period preceding such sale, i.e., such shareholder holds directly
or indirectly, including with others, at least 10% of any means of control in a company, the tax rate is 30%. “Means of control”
generally includes the right to vote, receive profits, nominate a director or an executive officer, receive assets upon liquidation, or
order someone who holds any of the aforesaid rights on how to exercise these rights, regardless of the source of such right. Israeli companies
are subject to the corporate tax rate on capital gains derived from the sale of shares. However, the foregoing tax rates do not apply
to: (i) dealers in securities; and (ii) shareholders who acquired their shares prior to an initial public offering (that may be subject
to a different tax arrangement).
Non-Israeli residents are exempt from Israeli capital gains tax on any gains derived
from the sale of shares of Israeli companies publicly traded on a recognized stock exchange or regulated market outside of Israel, provided
that such capital gains are not derived from a permanent establishment in Israel, and the shareholders did not acquire their shares prior
to an initial public offering. However, non-Israeli corporations will not be entitled to such exemption if Israeli residents (i) have
a controlling interest of more than 25% in such non-Israeli corporation, or (ii) are the beneficiaries or are entitled to 25% or more
of the revenues or profits of such non-Israeli corporation, whether directly or indirectly.
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In some instances where our shareholders may be liable to Israeli tax on the sale
of their ordinary shares, the payment of the consideration may be subject to the withholding of Israeli tax at the source. Shareholders
may be required to demonstrate that they are exempt from tax on their capital gains in order to avoid withholding at source at the time
of sale. Specifically, the Israel Tax Authority may require shareholders who are not liable for Israeli capital gains tax on such a sale
to sign a declaration on a form specified by the Israel Tax Authority, provide documents (including, for example, a certificate of residency)
or obtain a specific exemption from the Israel Tax Authority to confirm their status as non-Israeli residents. In the absence of such
declarations or exemptions, the Israel Tax Authority may require the purchaser of the shares to withhold tax at source.
Pursuant to the Convention between the government of the United States and the government
of Israel with respect to taxes on income, as amended (the “U.S.-Israel Tax Treaty”), the sale, exchange or disposition of
ordinary shares by a person who (i) holds the ordinary shares as a capital asset, (ii) qualifies as a resident of the United States within
the meaning of the U.S.-Israel Tax Treaty and (iii) is entitled to claim the benefits afforded to such person by the U.S.-Israel Tax Treaty,
generally, will not be subject to the Israeli capital gains tax. Such exemption will not apply if (i) the capital gain arising from such
sale, exchange or disposition is attributed to real estate located in Israel, (ii) the capital gain arising from such sale, exchange or
disposition is attributed to royalties, (iii) such U.S. resident holds, directly or indirectly, shares representing 10% or more of our
voting power during any part of the 12-month period preceding such sale, exchange or disposition, subject to certain conditions, (iv)
the capital gains from such sale, exchange or disposition can be allocated to a permanent establishment in Israel, or (v) such U.S. resident
is an individual and was present in Israel for 183 days or more during the relevant taxable year. In such case, the sale, exchange or
disposition of ordinary shares would be subject to Israeli tax, to the extent applicable; however, under the U.S.-Israel Tax Treaty, such
U.S. resident would be permitted to claim a credit for such taxes against the U.S. federal income tax imposed with respect to such sale,
exchange or disposition, subject to the limitations in U.S. laws applicable to foreign tax credits. The U.S.-Israel Tax Treaty does not
relate to U.S. state or local taxes.
Taxation of Dividends paid to Holders of Shares
Individual Israeli residents and non-Israeli residents (whether individual or corporations)
are generally subject to Israeli income tax on the receipt of dividends, that may be paid on our ordinary shares other than bonus shares,
or stock dividends, at the rate of 25%, or 30% for a shareholder that is considered a “material shareholder” at any time during
the 12-month period preceding such distribution. Such dividends are generally subject to Israeli withholding tax at a rate of 25% if the
shares are registered with a nominee company (whether the recipient is a material shareholder or not). However, under the Investments
Law, dividends generated by an Approved Enterprise, Benefited Enterprise, Preferred Enterprise or Technological Preferred Enterprise may
be taxed at a different rate as discussed above. Dividend distributions to Israeli resident corporations are generally not subject to
a withholding tax.
However, with respect to non-Israeli resident, a reduced tax rate may be available
under an applicable tax treaty. Under the U.S.-Israel Tax Treaty, the maximum tax on dividends paid to a holder of ordinary shares
that is a Treaty U.S. Resident is 25%. However, if the income out of which the dividend is paid is not generated by an Approved Enterprise,
Benefited Enterprise, Preferred Enterprise or Technological Preferred Enterprise, and not more than 25% of our gross income consists of
interest or dividends (and certain other conditions are met), dividends paid to a U.S. corporation holding at least 10% of our issued
voting power during the part of the tax year which precedes the date of payment of the dividend and during the whole of its prior tax
year are generally taxed at a rate of 12.5%. If the aforementioned conditions are met and the income out of which the dividend is paid
is generated by an Approved Enterprise, Benefited Enterprise, Preferred Enterprise or Technological Preferred Enterprise, then the tax
rate will be 15%. Application to the Israel Tax Authority for this reduced tax rate requires appropriate documentation presented to, and
specific instruction received from, the Israel Tax Authority. If the dividend is partly attributable to income derived from an Approved
Enterprise, Benefited Enterprise, Preferred Enterprise or Technological Preferred Enterprise, and partly to other sources of income, the
withholding rate will be a blended rate reflecting the relative portions of the two types of income. We cannot assure you that we will
designate the profits that we may distribute in a way that will reduce shareholders’ tax liability.
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Surtax
Subject to the provisions of any applicable tax treaty, individuals who are subject
to tax in Israel (whether or not any such individual is an Israeli resident) are also subject to a surtax at the rate of 3% on annual
income (including, but not limited to, dividends, interest and capital gains) exceeding NIS 721,560 for 2026, which amount is linked to
the annual change in the Israeli consumer price index (with the exception that based on Israeli legislation such amount, and certain other
statutory amounts will not be linked to the Israeli consumer price index for the years 2025-2027). In addition, effective as of January
1, 2025, an additional 2% surtax will be imposed on Capital-Sourced Income (defined as income from any source other than employment income,
business income or income from “personal effort”), provided that the individual’s Capital Sourced Income exceeds the
specified threshold of NIS 721,560. This additional surtax applies, among other things, to income from capital gains, dividends, interest,
rental income, or the sale of real property.
United States Federal Income Taxation
The following is a description of the material United States federal income tax consequences
to U.S. Holders (defined below) of the ownership and disposition of our ordinary shares, but does not purport to be a comprehensive discussion
of all tax considerations that may be relevant to a particular person’s decision to acquire our ordinary shares. This description
addresses only the United States federal income tax considerations of holders that hold such ordinary shares as capital assets for U.S.
federal income tax purposes. This description does not address tax considerations applicable to holders that may be subject to special
tax rules, including:
| • |
financial institutions or insurance companies; |
| • |
real estate investment trusts, regulated investment companies or grantor trusts; |
| • |
dealers or traders in securities or currencies; |
| • |
tax-exempt entities; |
| • |
certain former citizens or long-term residents of the United States; |
| • |
persons that will hold our shares through a partnership or other pass-through entity or arrangement; |
| • |
persons that received our shares as compensation for the performance of services; |
| • |
persons that will hold our shares as part of a “hedging,” “conversion,” “wash sale,” or other
integrated transaction or as a position in a “straddle” for United States federal income tax purposes; |
| • |
persons whose “functional currency” for U.S. federal income tax purposes is not the United States dollar; |
| • |
persons owning ordinary shares in connection with a trade or business conducted outside the United States; |
| • |
certain U.S. expatriates; |
| • |
persons subject to special tax accounting rules as a result of any item of gross income with respect to our ordinary shares being
taken into account in an applicable financial statement; or |
88
| • |
holders that own directly, indirectly or through attribution 10.0% or more of the voting power or value of our shares. |
Moreover, this description does not address any U.S. state, local or non-U.S. tax
law, the Medicare tax on net investment income, the United States federal estate and gift or alternative minimum tax consequences of the
ownership and disposition of our ordinary shares, and, except as expressly described herein, this description does not address the U.S.
federal income tax consequences that may apply to U.S. Holders under the U.S.-Israel Tax Treaty.
This description is based on the Code, existing, proposed and temporary United States
Treasury Regulations and judicial and administrative interpretations thereof, in each case as in effect and available on the date hereof.
All of the foregoing are subject to change, which change could apply retroactively and could affect the tax consequences described below.
For purposes of this description, a “U.S. Holder” is a beneficial owner
of our ordinary shares that, for United States federal income tax purposes, is:
| • |
a citizen or individual resident of the United States; |
| • |
corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the
laws of the United States, any state thereof, or the District of Columbia; |
| • |
an estate the income of which is subject to United States federal income taxation regardless of its source; or |
| • |
a trust if such trust has validly elected to be treated as a United States person for United States federal income tax purposes or
if (1) a court within the United States is able to exercise primary supervision over its administration and (2) one or more United States
persons have the authority to control all of the substantial decisions of such trust. |
If a partnership (or any other entity or arrangement treated as a partnership for
United States federal income tax purposes) holds our ordinary shares, the tax treatment of a partner in such partnership will generally
depend on the status of the partner and the activities of the partnership. Such a partner or partnership should consult its tax advisor
as to its tax consequences.
You should consult your tax advisor with respect to the United
States federal, state, local and foreign tax consequences of owning and disposing of our ordinary shares.
Distributions
Subject to the discussion below under “Passive Foreign Investment Company Considerations,”
for United States federal income tax purposes, the gross amount of any distribution made to you, with respect to our ordinary shares before
reduction of any Israeli taxes withheld therefrom, other than certain distributions, if any, of our ordinary shares distributed pro rata
to all our shareholders, will be includible in your income as dividend income to the extent such distribution is paid out of our current
or accumulated earnings and profits as determined under United States federal income tax principles. Subject to the discussion below under
“Passive Foreign Investment Company Considerations,” to the extent, if any, that the amount of any distribution by us exceeds
our current and accumulated earnings and profits as determined under United States federal income tax principles, it will be treated first
as a tax-free return of your adjusted tax basis in our ordinary shares and thereafter as capital gain. We do not expect to maintain calculations
of our earnings and profits under United States federal income tax principles and, therefore, if you are a U.S. Holder you should expect
that the entire amount of any distribution generally will be reported as dividend income to you.
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Subject to the discussion below under “Passive Foreign Investment Company Considerations,”
dividends paid to non-corporate U.S. Holders will be taxed at the lower capital gains rate applicable to “qualified dividend income,”
provided that (i) we are eligible for the benefits of the U.S.-Israel Tax Treaty, (ii) we are not a PFIC (as discussed below under “Passive
Foreign Investment Company Considerations”) for the taxable year in which the dividend is paid and the preceding taxable year, and
(iii) certain holding period and other requirements are met. However, such dividends will not be eligible for the dividends received deduction
generally allowed to corporate U.S. Holders.
If you are a U.S. Holder, dividends paid to you with respect to your ordinary shares
will be treated as foreign source income, which may be relevant in calculating your foreign tax credit limitation. Subject to certain
conditions and limitations, Israeli tax withheld on dividends at a rate not exceeding the rate provided in the U.S.-Israel Tax Treaty
(if applicable) may be deducted from your taxable income or credited against your United States federal income tax liability. The limitation
on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends
that we distribute generally should constitute “passive category income,” or, in the case of certain U.S. Holders, “general
category income.” A foreign tax credit for foreign taxes imposed on distributions may be denied when you do not satisfy certain
minimum holding period requirements. In addition, for periods in which we are a “United Stated-owned foreign corporation,”
a portion of dividends paid by us may be treated as U.S. source solely for purposes of the foreign tax credit. We would be treated as
a United States-owned foreign corporation if 50% or more of the total value or total voting power of our shares is owned, directly, indirectly
or by attribution, by United States persons. Furthermore, Treasury Regulations that apply to taxable years beginning on or after December
28, 2021 may in some circumstances prohibit a U.S. Holder from claiming a foreign tax credit unless the taxes are creditable under the
U.S.-Israel Tax Treaty and the holder is eligible for benefits under the U.S.-Israel Tax Treaty and elects its application. However, certain
notices from the IRS indicates that the U.S. Department of the Treasury and the IRS are considering proposing amendments to such Treasury
Regulations and allows, subject to certain conditions, taxpayers to defer the application of many aspects of such Treasury Regulations
for taxable years beginning on or after December 28, 2021 and ending before the date that a notice or other guidance withdrawing or modifying
the temporary relief is issued (or any later date specified in such notice or other guidance). The rules relating to the determination
of the foreign tax credit are complex, and you should consult your personal tax advisors to determine whether and to what extent you would
be entitled to this credit.
Sales Exchange or other Disposition of Ordinary
Shares
Subject to the discussion below under “Passive Foreign Investment Company Considerations,”
if you are a U.S. Holder, you generally will recognize gain or loss on the sale, exchange or other disposition of our ordinary shares
equal to the difference between the amount realized on such sale, exchange or other disposition and your adjusted tax basis in our ordinary
shares. Such gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, capital gain from the sale, exchange or
other disposition of ordinary shares is eligible for the preferential rate of taxation applicable to long-term capital gains if your holding
period for such ordinary shares exceeds one year (that is, such gain is long-term capital gain). Gain or loss, if any, recognized by you
generally will be treated as United States source income or loss for United States foreign tax credit purposes. The deductibility of capital
losses for U.S. federal income tax purposes is subject to limitations.
Passive Foreign Investment Company Considerations
A non-U.S. corporation will be classified as a “passive foreign investment company,”
or a PFIC, for United States federal income tax purposes in any taxable year in which, after applying certain look-through rules, either:
| • |
at least 75 percent of its gross income is “passive income;” or |
| • |
at least 50 percent of the average value of its gross assets (generally based on the quarterly value of such gross assets, or in
certain cases, adjusted basis) is attributable to assets that produce “passive income” or are held for the production of passive
income. |
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Passive income for this purpose generally includes dividends, interest, royalties,
rents, gains from commodities and securities transactions and the excess of gains over losses from the disposition of assets which produce
passive income.
PFIC status is an annual determination that is based on tests which are factual in
nature and our status in future years will depend on our income, assets and activities in each of those years. Therefore, there can be
no assurance that we will not be considered a PFIC for any taxable year. As a public company, the market capitalization method was employed
to value our assets for PFIC purposes. In previous years, we obtained an independent valuation of our company which employed an approach
other than the market capitalization approach. For the 2025 tax year, based on the analysis of our U.S. tax advisor, the market capitalization
method was determined to be appropriate for determining our PFIC status. On that basis, we believe that we were not a PFIC for the 2025
tax year. However, there can be no certainty that the IRS will not challenge such a position and determine that based on the IRS’s
interpretation of the asset test, we were a PFIC for the 2025 tax year. However, because PFIC status is based on our income, assets and
activities for the entire taxable year, it is not possible to determine whether we will be characterized as a PFIC for the 2026 taxable
year (or future taxable years) until after the close of the year. Moreover, we must determine our PFIC status annually based on tests
which are factual in nature, and our status in future years will depend on our income, assets, market capitalization and activities in
each of those years. Because the market price of our ordinary shares is likely to fluctuate and the market price of the shares of technology
companies has been especially volatile, and because that market price may affect the determination of whether we will be considered a
PFIC, we cannot assure you that we will not be considered a PFIC for any taxable year. If we were a PFIC, and you are a U.S. Holder, you
generally would be subject to ordinary income tax rates, imputed interest charges and other disadvantageous tax treatment (including the
denial of the taxation of such dividends at the lower rates applicable to long-term capital gains, as discussed above under “-Distributions”)
with respect to any gain from the sale, exchange or other disposition of, and certain distributions with respect to, your ordinary shares.
A U.S. Holder should consult his, her or its own tax advisor with respect to the potential application of the PFIC rules in his, her or
its particular circumstances.
Under the PFIC rules, unless a U.S. Holder makes one of the elections described in
the next paragraphs, a special tax regime will apply to both (a) any “excess distribution” by us (generally, the U.S. Holder’s
ratable portion of distributions in any year which are greater than 125% of the average annual distribution received by such U.S. Holder
in the shorter of the three preceding years or the U.S. Holder’s holding period) and (b) any gain realized on the sale or other
disposition of the ordinary shares. Under this regime, any excess distribution and realized gain will be treated as ordinary income and
will be subject to tax as if (a) the excess distribution or gain had been realized ratably over the U.S. Holder’s holding period,
(b) the amount deemed realized had been subject to tax in each year of that holding period, and (c) the interest charge generally applicable
to underpayments of tax had been imposed on the taxes deemed to have been payable in those years. In addition, dividend distributions
made to you will not qualify for the lower rates of taxation applicable to long term capital gains discussed above under “Distributions.”
Certain elections are available to U.S. Holders of shares that may serve to alleviate
some of the adverse tax consequences of PFIC status. If we agreed to provide the necessary information, you could avoid the interest charge
imposed by the PFIC rules by making a qualified electing fund, or a QEF election, which election may be made retroactively under certain
circumstances, in which case you generally would be required to include in income on a current basis your pro rata share of our ordinary
earnings as ordinary income and your pro rata share of our net capital gains as long-term capital gain. We do not expect to provide to
U.S. Holders the information needed to report income and gain pursuant to a QEF election, and we make no undertaking to provide such information
in the event that we are a PFIC.
Under an alternative tax regime, you may also avoid certain adverse tax consequences
relating to PFIC status discussed above by making a mark-to-market election with respect to our ordinary shares annually, provided that
the shares are “marketable.” Shares will be marketable if they are regularly traded on certain U.S. stock exchanges (including
Nasdaq) or on certain non-U.S. stock exchanges. For these purposes, the shares will generally be considered regularly traded during any
calendar year during which they are traded, other than in negligible quantities, on at least fifteen days during each calendar quarter.
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If you choose to make a mark-to-market election, you would recognize as ordinary income
or loss each year an amount equal to the difference as of the close of the taxable year between the fair market value of the PFIC shares
and your adjusted tax basis in the PFIC shares. Losses would be allowed only to the extent of net mark-to-market gain previously included
by you under the election for prior taxable years. If the mark-to-market election were made, then the PFIC rules set forth above relating
to excess distributions and realized gains would not apply for periods covered by the election. If you make a mark-to-market election
after the beginning of your holding period of our ordinary shares, you would be subject to interest charges with respect to the inclusion
of ordinary income attributable to the period before the effective date of such election.
We may invest in stock of non-U.S. corporations that are PFICs, or if we are a PFIC,
U.S. Holders will be deemed to own their proportionate share of our PFIC subsidiaries. In such a case, provided that we are classified
as a PFIC, a U.S. Holder would be treated as owning its pro rata share of the stock of the PFIC owned by us. Such a U.S. Holder would
be subject to the rules generally applicable to shareholders of PFICs discussed above with respect to distributions received by us from
such a PFIC and dispositions by us of the stock of such a PFIC (even though the U.S. Holder may not have received the proceeds of such
distribution or disposition). Assuming we receive the necessary information from the PFIC in which we own stock, certain U.S. Holders
may make the QEF election discussed above with respect to the stock of the PFIC owned by us, with the consequences discussed above. However,
no assurance can be given that we will be able to provide U.S. Holders with such information. A. U.S. Holder generally would not be able
to make the mark-to-market election described above with respect to the stock of any PFIC owned by us.
If we were a PFIC, a holder of ordinary shares that is a U.S. Holder must file United
States Internal Revenue Service Form 8621 for each tax year in which the U.S. Holder owns the ordinary shares.
You should consult your own tax advisor regarding our potential
status as a PFIC and the tax consequences and filing requirements that would arise if we were treated as a PFIC.
Foreign Asset Reporting
Certain U.S. Holders who are individuals (and certain specified entities) are required
to report information relating to an interest in ordinary shares, subject to certain exceptions (including an exception for securities
held in certain accounts maintained by financial institutions). U.S. Holders are encouraged to consult their own tax advisers regarding
the effect of this reporting requirement on their ownership and disposition of ordinary shares.
Backup Withholding Tax and Information Reporting
Requirements
United States backup withholding tax and information reporting requirements generally
apply to certain payments to certain non-corporate U.S. Holders of shares. Information reporting generally will apply to payments of dividends
on, and to proceeds from the sale or redemption of, ordinary shares made within the United States, or by a United States payor or United
States middleman, to a U.S. Holder of ordinary shares, other than an exempt recipient (including a corporation, a payee that is not a
United States person that provides an appropriate certification and certain other persons). A payor will be required to withhold backup
withholding tax from any payments of dividends on, or the proceeds from the sale or redemption of, ordinary shares within the United States,
or by a United States payor or United States middleman, to a U.S. Holder, other than an exempt recipient, if such holder fails to furnish
its correct taxpayer identification number or otherwise fails to comply with, or establish an exemption from, such backup withholding
tax requirements.
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Any amounts withheld under the backup withholding rules will be allowed as a refund
or credit against the beneficial owner’s United States federal income tax liability, if any, provided that the required information
is furnished to the IRS.
The above description is not intended to constitute a complete
analysis of all tax consequences relating to ownership and disposition of our ordinary shares. You should consult your tax advisor concerning
the tax consequences of your particular situation.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
We are currently subject to the information and periodic reporting requirements of
the Exchange Act, and file periodic reports and other information with the SEC through its electronic data gathering, analysis and retrieval
(EDGAR) system. The SEC maintains a website at http:/www.sec.gov containing reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC. Our securities filings, including this annual report and the exhibits thereto,
are available on the SEC’s website, the TASE’s website at http://maya.tase.co.il and the Israeli Securities Authority’s
website at http://www.magna.isa.gov.il. As permitted under Nasdaq Rule 5250(d)(1)(C), we will also post our annual reports filed with
the SEC on our website at http://www.allot.com. The information contained on our website is not part of this or any other report filed
with or furnished to the SEC. We will furnish hard copies of such reports to our shareholders upon written request free of charge. The
information contained on our website is not part of this or any other report filed with or furnished to the SEC.
As a foreign private issuer, we are exempt from the rules under the Exchange Act relating
to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the short-swing
profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file
periodic reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered
under the Exchange Act. However, we are required to file with the SEC, within 120 days after the end of each subsequent fiscal year, an
annual report on Form 20-F containing financial statements which will be examined and reported on, with an opinion expressed, by an independent
public accounting firm. We also furnish to the SEC reports on Form 6-K containing quarterly unaudited financial information.
I. Subsidiary Information
Not applicable.
J. Annual Report to Security Holders
Not applicable.
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ITEM 11: Quantitative and Qualitative Disclosures
About Market Risk
We are exposed to a variety of market risks, including foreign currency exchange fluctuations,
changes in interest rates and inflation. We regularly assess currency, interest rate and inflation risks to minimize any adverse effects
on our business as a result of those factors.
Risk of Interest Rate Fluctuation
The primary objectives of our investment activities are to preserve principal, support
liquidity requirements, and maximize income without significantly increasing risk. Our investments are subject to market risk due to changes
in interest rates, which may affect our interest income and fair market value of our investments.
To minimize this risk, we maintain our portfolio of cash, cash equivalents and short
and long-term investments in a variety of securities, including U.S. government and agency securities, and corporate debt securities.
We do not have any long-term borrowings. We have a significant amount of cash that is currently invested primarily in interest bearing
investment such as bank time deposits, money market funds and available for sale marketable securities. These investments expose us to
risks related to changes in interest rates. If interest rates decline, our results of operations may be adversely affected due to lower
interest income from these investments. We do not believe that a 10% increase or decrease in interest rates would have a material impact
on our operating results, cash flows or the fair value of our portfolio. The primary objective of our investment activities is to preserve
principal while maximizing the income that we receive from our investments without significantly increasing risk and loss. Our investments
are exposed to market risk due to fluctuation in interest rates, which may affect our interest income and the fair market value of our
investments. We manage this exposure by performing ongoing evaluations of our investments. Due to the short- and medium-term maturities
nature of our investments to date, their carrying value approximates the fair value. We generally hold investments to maturity in order
to limit our exposure to interest rate fluctuations.
Foreign Currency Exchange Risk
Our foreign currency exposures give rise to market risk associated with exchange rate
movements of the U.S. dollar, our functional and reporting currency, mainly against the ILS. In 2025, we derived a substantial part of
our revenues in U.S. dollars and also a substantial portion in Euros and other currencies. Although a substantial part of our expenses
were denominated in U.S. dollars, a significant portion of our expenses were denominated in ILS and to a lesser extent in Euros and other
currencies. Our ILS-denominated expenses consist principally of salaries and related personnel expenses. We monitor foreign currency exposure
and, from time to time, may use various instruments to preserve the value of sales transactions and commitments; however, this cannot
assure our protection against risks of currency fluctuations. Any strengthening or weakening in the value of the ILS against the U.S.
dollar is being partially mitigated using hedging transactions and therefore, though we cannot provide any assurance that such transaction
will fully mitigate the effect on our net income, it is not likely that such effect will be material in the upcoming year.
In the event of a 10% hypothetical strengthening or weakening in the value of the
Euro against the U.S. dollar, we may be able to mitigate the effect of such currency exchange fluctuation by adapting our pricing. However,
in the event that market conditions will limit our ability to adjust our pricing, we might not be able to fully mitigate the adverse effect
of such currency fluctuation. We estimate that in such event, the impact on our net income in 2025 did not exceed $2 million. For more
information regarding foreign currency related risks, see “ITEM 3: Key Information-Risk Factors-Our international operations expose
us to the risk of fluctuations in currency exchange rates.”
We use currency derivatives contracts primarily to hedge payments in ILS, EUR, AUD
and CAD against USD. These transactions constitute a future cash flow hedge. As of December 31, 2025, we had outstanding derivatives contracts
in the amount of $16.2 million, net. These transactions were for a period of up to twelve months. As of December 31, 2025, the fair value
of the above-mentioned foreign currency derivative contracts was $2.6 million.
94
ITEM 12: Description of Securities Other Than
Equity Securities
Not applicable.
PART II
ITEM 13: Defaults, Dividend Arrearages and Delinquencies
None.
ITEM 14: Material Modifications to the Rights
of Security Holders and Use of Proceeds
A. Material Modifications to the Rights of Security Holders
None.
B. Use of Proceeds
Not applicable.
ITEM 15: Controls and Procedures
(a) Disclosure Controls and Procedures. As of the end of the period covered by this
report, our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025. Based
upon, and as of the date of, such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December
31, 2025, our disclosures controls and procedures were effective such that the information required to be disclosed by us in reports that
we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules
and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure.
(b) Management’s Annual Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted
accounting principles. Our internal control over financial reporting includes those policies and procedures that:
| • |
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of our assets; |
| • |
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations
of our management and directors; and |
95
| • |
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets
that could have a material effect on the financial statements. |
Our management assessed the effectiveness of our internal control over financial reporting
as of December 31, 2025.
In making this assessment, our management used the criteria established in Internal
Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our management
has concluded, based on its assessment, that our internal control over financial reporting was effective as of December 31, 2025 to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external
reporting purposes in accordance with generally accepted accounting principles.
(c) Attestation Report of the Registered Independent Public Accounting Firm. Our independent
auditors, Kost Forer Gabbay & Kasierer, A Member of EY Global, have audited the consolidated financial statements included in this
annual report on Form 20-F, and as part of its audit, have issued an unqualified audit report on the effectiveness of our internal control
over financial reporting as of December 31, 2025. The report is included in pages F-[2] and F-[3] of this annual report on Form 20-F and
is incorporated herein by reference.
(d) Changes in Internal Control over Financial Reporting. During the period covered
by this report, no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) have occurred that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
ITEM 16: Reserved
ITEM 16A: Audit Committee Financial Expert
The board of directors has determined that Ms. Efrat Makov is an “audit committee
financial expert” as defined under the U.S. federal securities laws and is independent under the rules of Nasdaq. The board of directors
has also determined that Ms. Makov is independent, as such term is defined by Nasdaq Rule 5605(a)(2) and Rule 10A-3 under the Exchange
Act.
ITEM 16B: Code of Ethics
We have adopted a code of ethics applicable to our Chief Executive Officer, Chief
Financial Officer, principal accounting officer or controller and persons performing similar functions. This code has been posted on our
website, www.allot.com. Information contained on, or that can be accessed through, our website does not constitute a part of this annual
report and is not incorporated by reference herein. Waivers of our code of ethics may only be granted by the board of directors. Under
Item 16B of Form 20-F, if a waiver or amendment of the code of ethics applies to the persons specified in Item 16B(a) of the Form 20-F
and relates to standards promoting any of the values described in Item 16B(b) of Form 20-F, we will disclose such waiver or amendment
(i) on our website within five business days following the date of amendment or waiver in accordance with the requirements of Instruction
4 to such Item 16B or (ii) through the filing of a Form 6-K. We granted no waivers under our code of ethics in 2025.
96
ITEM 16C: Principal Accountant Fees and Services
Fees paid to the Auditors
The following table sets forth, for each of the years indicated, the fees expensed
by our independent registered public accounting firm.
|
Year ended December, 31, |
||||||||
|
2024 |
2025 |
|||||||
|
($ in thousands) |
||||||||
|
Audit Fees(1) |
$ |
480 |
$ |
677 |
||||
|
Audit-Related Fees(2) |
$ |
7 |
$ |
- |
||||
|
Tax Fees(3) |
$ |
49 |
$ |
41 |
||||
|
Other |
$ |
- |
$ |
13 |
||||
|
Total |
$ |
536 |
$ |
731 |
||||
_________________
| (1) |
“Audit fees” include fees for services performed by our independent public accounting firm
in connection with our annual audit for 2024 and 2025, certain procedures regarding our quarterly financial results submitted on Form
6-K, fees for preparation and issuance of comfort letters in connection with our equity offering and consultation concerning financial
accounting and reporting standards. |
| (2) |
“Audit-Related fees” relate to assurance and associated services that are traditionally performed
by the independent auditor, including: accounting consultation and consultation concerning financial accounting, reporting standards and
due diligence investigations. |
| (3) |
“Tax fees” include fees for professional services rendered by our independent registered public
accounting firm for tax compliance, transfer pricing and tax advice on actual or contemplated transactions. |
Audit Committee’s Pre-Approval Policies and Procedures
Our audit committee has adopted a pre-approval policy for the engagement of our independent
accountant to perform certain audit and non-audit services. Pursuant to this policy, which is designed to assure that such engagements
do not impair the independence of our auditors, the audit committee pre-approves annually a catalog of specific audit and non-audit services
in the categories of audit service, audit-related service and tax services that may be performed by our independent accountants.
Our audit committee pre-approved all audit and non-audit services provided to us and
to our subsidiaries during the periods listed above.
ITEM 16D: Exemptions from the Listing Standards
for Audit Committees
Not applicable.
97
ITEM 16E: Purchase of Equity Securities by the
Company and Affiliated Purchasers
In August 2015, the Board of Directors approved a program for the Company to repurchase
up to $15 million of its outstanding ordinary shares, which program was thereafter approved by the Israeli court, pursuant to Israeli
law on November 26, 2015. Share purchases will take place in open market transactions or in privately negotiated transactions and may
be made from time to time depending on market conditions, share price, trading volume and other factors. Such purchases will be made in
accordance with all applicable securities laws and regulations. The repurchase program does not require Allot to acquire a specific number
of shares, and may be suspended from time to time or discontinued. The court approvals previously granted have expired on May 26, 2016.
During 2023, 2024 and 2025, we did not repurchase any outstanding ordinary shares under this program.
ITEM 16F: Change in Registrant’s Certifying
Accountant
None.
ITEM 16G: Corporate Governance
As a foreign private issuer, we are permitted under Nasdaq Rule 5615(a)(3) to follow
Israeli corporate governance practices instead of Nasdaq requirements, provided we disclose which requirements we are not following and
describe the equivalent Israeli requirement. We must also provide Nasdaq with a letter from outside counsel in our home country, Israel,
certifying that our corporate governance practices are not prohibited by Israeli law.
We rely on this “foreign private issuer exemption” with respect to the
following items:
| • |
We follow the requirements of Israeli law with respect to the quorum requirement for meetings of our shareholders, which are different
from the requirements of Rule 5620(c). Under our articles of association, the quorum required for an ordinary meeting of shareholders
consists of at least two shareholders present in person, by proxy or by written ballot, who hold or represent between them at least 25%
of the voting power of our shares, instead of the issued share capital provided by under Nasdaq requirements. This quorum requirement
is based on the default requirement set forth in the Companies Law. |
| • |
We do not seek shareholder approval for equity compensation plans a practice which complies with the requirements of the Companies
Law, but does not reflect the requirements of Rule 5635(c). Under Israeli law, we may amend our 2016 Plan by the approval of our board
of directors, and without shareholder approval as is generally required under Rule 5635(c). Under Israeli law, the adoption and amendment
of equity compensation plans, including changes to the reserved shares, do not require shareholder approval. |
| • |
We follow Section 274 of the Companies Law, which does not require shareholder approval for (i) certain private issuance of securities
that may result in a change of control, which does not reflect the requirements of Rule 5635(b), and (ii) certain private issuances of
securities representing more than 20% of our outstanding shares or voting power at below market prices, which does not reflect the requirements
of Rule 5635(d). |
We are subject to additional Israeli corporate governance requirements applicable
to companies incorporated in Israel whose securities are listed for trading on a stock exchange outside of Israel.
We may in the future provide Nasdaq with an additional letter or letters notifying
Nasdaq that we are following our home country practices, consistent with the Companies Law and practices, in lieu of other requirements
of Rule 5600.
ITEM 16H: Mine Safety Disclosure
Not applicable.
ITEM 16I: Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections
Not applicable.
98
ITEM 16J: Insider Trading Policies
We have adopted an Insider Trading Policy which governs the purchase, sale and other dispositions of our securities by our directors, officers, employees and contractors that is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations and the listing standards of Nasdaq. A copy of our Insider Trading Policy is filed as Exhibit 11.1 to this Annual Report.
ITEM 16K: Cybersecurity
Risk management and strategy
As a foundation for this approach, we have implemented a layered governance structure to help assess, identify and manage cybersecurity risks. Our cybersecurity risk management program includes processes to assess and identify cybersecurity risks with regards to our assets, classify such risks, and implement corrective and preventive actions in accordance with industry best practice. We undergo annual external evaluation by third party consultants , whose work includes the performance of cybersecurity risk management process reviews, penetration testing, and security surveys. We are ISO27001 and ISO22301 certified and undergo annual SOX audits by our external auditors.
Our privacy and cybersecurity policies that currently exist and will continue to fortified and updated to adapt to applicable regulatory requirements, encompass incident response procedures, vendor management standards and information security domains including security awareness training, asset management, network security, business continuity management, and backups and restoration. In order to help develop these policies and procedures, we monitor the privacy and cybersecurity laws, regulations and guidance applicable to us in the regions where we do business. Our cybersecurity risk management program is modeled on industry standards and best practices, as well as the requirements of applicable privacy and cybersecurity laws and regulations.
Our cybersecurity risk management program will include processes to monitor and manage vendors’ cybersecurity risks. Our agreements with applicable third-party service providers require such providers to adhere to privacy and cybersecurity standards, and we perform risk assessments of vendors, including evaluating their ability to protect data from unauthorized access. Furthermore, we monitor and review vendors’ access to our systems and data.
We maintain an experienced information technology team who are tasked with implementing our privacy and cybersecurity program and support the CISO in carrying out reporting, security and mitigation functions. We also hold employee trainings on privacy and cybersecurity, records and information management, conduct phishing tests and generally seek to promote awareness of cybersecurity risk through communication and education of our employee population.
The sophistication of cybersecurity threats, including through the use of artificial intelligence, continues to increase, and the controls and preventative actions we take to reduce the risk of cybersecurity incidents and protect our systems, including the regular testing of our cybersecurity incident response plan, may be insufficient. In addition, new technology that could result in greater operational efficiency such as use of artificial intelligence may further expose our computer systems to the risk of cybersecurity incidents.
99
Governance
PART III
ITEM 17: Financial Statements
Not applicable.
ITEM 18: Financial Statements
See Financial Statements included at the end of this report.
100
ITEM 19: Exhibits
|
Number
|
Description
|
|
|
101.INS
|
Inline XBRL Instance Document
|
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
101.PRE
|
Inline XBRL Taxonomy Presentation Linkbase Document
|
|
|
101.CAL
|
Inline XBRL Taxonomy Calculation Linkbase Document
|
|
|
101.LAB
|
Inline XBRL Taxonomy Label Linkbase Document
|
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
___________________
|
(1)
|
Previously filed with the SEC on October 31, 2006 pursuant to a registration statement on Form F-1 (File No. 333-138313) and incorporated by reference herein.
|
|
(2)
|
Previously included in Exhibit 99.3 to the report of foreign private issuer on Form 6-K furnished to the SEC on November 1, 2018 and incorporated by reference herein.
|
| (3) |
Previously filed with the SEC on October 31, 2006 as Exhibit 10.9 to the report of pursuant to a registration statement on Form F-1 (File No. 333-138313) and incorporated by reference herein.
|
|
(4)
|
Previously included as Exhibit A-1 to the proxy statement included in Exhibit 99.1 to the report of foreign private issuer on Form 6-K furnished to the SEC on November 17, 2022 and incorporated by reference herein.
|
|
(5)
|
Previously filed with the SEC on March 23, 2017 as Exhibit 4.3 to the annual report on Form 20-F for the year ended December 31, 2016 and incorporated by reference herein.
|
|
(6)
|
Previously filed with the SEC on March 23, 2017 as Exhibit 4.4 to the annual report on Form 20-F for the year ended December 31, 2016 and incorporated by reference herein.
|
|
(7)
|
Previously included in Exhibit 99.1 to the report of foreign private issuer on Form 6-K furnished to the SEC on November 1, 2018 and incorporated by reference herein.
|
|
(8)
|
Previously included in Exhibit 99.2 to the report of foreign private issuer on Form 6-K furnished to the SEC on November 1, 2018 and incorporated by reference herein.
|
|
(9)
|
Previously included in Exhibit 4.1 to the report of foreign private issuer on Form 6-K furnished to the SEC on February 15, 2022 and incorporated by reference herein.
|
|
(10)
|
Previously included in Exhibit 4.1 to the report of foreign private issuer on Form 6-K furnished to the SEC on May 12, 2022 and incorporated by reference herein.
|
|
(11)
|
Previously filed with the SEC on April 10, 2024 as Exhibit 4.8 to the annual report on Form 20-F for the year ended December 31, 2023 and incorporated by reference herein.
|
|
(12)
|
Previously filed with the SEC on April 10, 2024 as Exhibit 4.9 to the annual report on Form 20-F for the year ended December 31, 2023 and incorporated by reference herein.
|
|
(13)
|
Previously filed with the SEC on April 10, 2024 as Exhibit 97.1 to the annual report on Form 20-F for the year ended December 31, 2024 and incorporated by reference herein.
|
| (14) |
Previously included in Exhibit 10.1 to the report of foreign private issuer on Form 6-K furnished to the SEC on June 26, 2025 and incorporated by reference herein.
|
|
|
101
SIGNATURES
The registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
Allot Ltd
|
By: /s/ Eyal Harari
|
|
Eyal Harari
|
|
Chief Executive Officer
|
|
|
Dated: March 26, 2026
102
ALLOT LTD.
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2025
U.S. DOLLARS IN THOUSANDS
ALLOT LTD.
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2025
U.S. DOLLARS IN THOUSANDS
INDEX
|
Page
|
|
|
Reports of Independent Registered Public Accounting Firm (PCAOB ID No.
|
F-2 - F-4
|
|
F-5 - F-6
|
|
|
F-7
|
|
|
F-8
|
|
|
F-9 – F-10
|
|
|
F-11 - F-43
|
- - - - - - - -
 |
Kost Forer Gabbay & Kasierer
144 Menahem Begin Road, Building A
Tel-Aviv 6492102, Israel
|
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of ALLOT LTD.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Allot Ltd. (the Company) as of December 31, 2025 and 2024, the related consolidated comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 26, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
F - 2
|
|
Kost Forer Gabbay & Kasierer
144 Menahem Begin Road, Building A
Tel-Aviv 6492102, Israel
|
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
|
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
|
|
|
Revenue Recognition
|
|
Description of the Matter
|
|
As described in Note 2m to the consolidated financial statements, the Company derives its revenues mainly from sales of products, related maintenance and support services and professional services. The Company’s contracts with customers often contain multiple performance obligations which are accounted for separately when they are distinct. The Company allocates the transaction price to the distinct performance obligations on a relative standalone selling price basis and recognizes revenue when control is transferred. Product revenues are recognized at the point in time when the product has been delivered. The Company recognizes revenues from maintenance and support services ratably over the term of the applicable maintenance and support agreement. Revenues from professional services are recognized, when the services are provided.
Auditing the Company’s determination of the stand-alone selling price was complex and required judgment due to the subjectivity of the assumptions that were used in developing the stand-alone selling price of distinct performance obligations.
|
|
How We Addressed the Matter in Our Audit
|
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the determination of the stand-alone selling prices.
To test management’s determination of stand-alone selling price for each performance obligation, we performed procedures to evaluate the methodology applied. We evaluated the Company's analysis of stand-alone selling price, including reading sample of executed contracts to understand and evaluate management’s identification of significant terms, tested the accuracy of the underlying data and calculations and the application of that methodology to the sampled contracts. We tested the reasonableness of factors considered by management, such as historical sales, allocation of expenses, and appropriate margins. We also tested the mathematical accuracy of management’s calculations of revenue.
Finally, we assessed the appropriateness of the related disclosures in the consolidated financial statements.
|
|
We have served as the Company’s auditor since 2006.
|
||
|
Tel-Aviv, Israel
|
/s/ KOST FORER GABBAY & KASIERER
|
|
March 26, 2026
|
A Member of EY Global
|
F - 3
|
|
Kost Forer Gabbay & Kasierer
144 Menahem Begin Road, Building A
Tel-Aviv 6492102, Israel
|
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of ALLOT LTD.
Opinion on Internal Control Over Financial Reporting
We have audited Allot Ltd. internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Allot Ltd. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated March 25, 2026, expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
|
/s/
|
|
|
A Member of EY Global
|
|
|
|
|
|
March 26, 2026
|
F - 4
ALLOT LTD.
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
||||
|
Restricted deposits
|
|
|
||||||
|
Short-term bank deposits
|
|
|
||||||
|
Available-for-sale marketable securities
|
|
|
||||||
|
Trade receivables, net (net of allowance for credit losses of $
|
|
|
||||||
|
Other receivables and prepaid expenses
|
|
|
||||||
|
Inventories
|
|
|
||||||
|
Total current assets
|
|
|
||||||
|
NON-CURRENT ASSETS:
|
||||||||
|
Severance pay fund
|
|
|
||||||
|
Restricted deposit
|
|
|
||||||
|
Operating lease right-of-use assets
|
|
|
||||||
|
Other assets
|
|
|
||||||
|
Property and equipment, net
|
|
|
||||||
|
Intangible assets, net
|
|
|
||||||
|
Goodwill
|
|
|
||||||
|
Total non-current assets
|
|
|
||||||
|
Total assets
|
$
|
|
$
|
|
||||
The accompanying notes are an integral part of the consolidated financial statements.
| F - 5 |
ALLOT LTD.
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands, except share and per share data
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
|
CURRENT LIABILITIES:
|
||||||||
|
Trade payables
|
$
|
|
$
|
|
||||
|
Employees and payroll accruals
|
|
|
||||||
|
Deferred revenues
|
|
|
||||||
|
Short-term operating lease liabilities
|
|
|
||||||
|
Other payables and accrued expenses
|
|
|
||||||
|
Total current liabilities
|
|
|
||||||
|
LONG-TERM LIABILITIES:
|
||||||||
|
Deferred revenues
|
|
|
||||||
|
Long-term operating lease liabilities
|
|
|
||||||
|
Accrued severance pay
|
|
|
||||||
|
Convertible debt
|
|
|
||||||
|
Total long-term liabilities
|
|
|
||||||
|
SHAREHOLDERS' EQUITY:
|
||||||||
|
Share capital -
|
||||||||
|
Ordinary shares of NIS
|
|
|
||||||
|
Additional paid-in capital
|
|
|
||||||
|
Treasury share at cost -
|
(
|
)
|
(
|
)
|
||||
|
Accumulated other comprehensive income
|
|
|
||||||
|
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
|
Total shareholders' equity
|
|
|
||||||
|
Total liabilities and shareholders' equity
|
$
|
|
$
|
|
||||
The accompanying notes are an integral part of the consolidated financial statements.
| F - 6 |
ALLOT LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
U.S. dollars in thousands, except share and per share data
|
Year ended December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Revenues:
|
||||||||||||
|
Products
|
$
|
|
$
|
|
$
|
|
||||||
|
Services
|
|
|
|
|||||||||
|
Total revenues
|
|
|
|
|||||||||
|
Cost of revenues:
|
||||||||||||
|
Products
|
|
|
|
|||||||||
|
Services
|
|
|
|
|||||||||
|
Total cost of revenues
|
|
|
|
|||||||||
|
Gross profit
|
|
|
|
|||||||||
|
Operating expenses:
|
||||||||||||
|
Research and development (net of grant participations of $
|
|
|
|
|||||||||
|
Sales and marketing
|
|
|
|
|||||||||
|
General and administrative
|
|
|
|
|||||||||
|
Total operating expenses
|
|
|
|
|||||||||
|
Operating income (loss)
|
|
(
|
)
|
(
|
)
|
|||||||
|
Loss from extinguishment
|
(
|
)
|
|
|
||||||||
|
Other income
|
|
|
|
|||||||||
|
Financial income, net
|
|
|
|
|||||||||
|
Income (loss) before income tax expense
|
|
(
|
)
|
(
|
)
|
|||||||
|
Income tax expense
|
|
|
|
|||||||||
|
Net income (loss)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Basic net income (loss) per share
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Diluted net income (loss) per share
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Weighted average number of shares used in computations basic net income (loss)
|
|
|
|
|||||||||
|
Weighted average number of shares used in computations diluted net income (loss)
|
|
|
|
|||||||||
|
Unrealized gain on available-for-sale marketable securities
|
|
|
|
|||||||||
|
Unrealized gain (loss) on foreign currency cash flow hedges transactions
|
|
|
(
|
)
|
||||||||
|
Net amount reclassified to earnings from hedging transactions
|
(
|
)
|
(
|
)
|
|
|||||||
|
Total comprehensive income (loss)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
The accompanying notes are an integral part of the consolidated financial statements.
| F - 7 |
ALLOT LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
U.S. dollars in thousands, except share data
|
Ordinary shares
|
Additional
paid-in
capital
|
Treasury
share
|
Accumulated
other
comprehensive
income (loss)
|
Accumulated
deficit
|
Total
shareholders'
equity
|
|||||||||||||||||||||||
|
Outstanding shares
|
Amount
|
|||||||||||||||||||||||||||
|
Balance as of January 1, 2023
|
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|
||||||||||||||||||
|
Exercise of share options and restricted share units
|
|
|
(
|
)
|
|
|
|
|
||||||||||||||||||||
|
Share-based compensation
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Other comprehensive loss
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Net loss
|
-
|
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
|
Balance as of December 31, 2023
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|||||||||||||||||||
|
Exercise of share options and restricted share units
|
|
|
(
|
)
|
|
|
|
|
||||||||||||||||||||
|
Share-based compensation
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Other comprehensive loss
|
-
|
|
|
|
(
|
) |
|
(
|
)
|
|||||||||||||||||||
|
Net loss
|
-
|
|
|
|
|
(
|
) |
(
|
) | |||||||||||||||||||
|
Balance as of December 31, 2024
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|||||||||||||||||||
|
Issuance of share capital
|
|
|
|
|
||||||||||||||||||||||||
|
Exercise of share options and restricted share units
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Share-based compensation
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Other comprehensive income
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Net income
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Balance as of December 31, 2025
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
| F - 8 |
ALLOT LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
|
Year ended December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Cash flows from operating activities:
|
||||||||||||
|
Net income (loss)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
|
Depreciation, amortization and impairment
|
|
|
|
|||||||||
|
Share-based compensation
|
|
|
|
|||||||||
|
Capital loss
|
|
|
|
|||||||||
|
Loss from extinguishment
|
|
|
|
|||||||||
|
Other income
|
(
|
)
|
|
|
||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Decrease (Increase) in accrued severance pay, net
|
|
(
|
)
|
|
||||||||
|
Decrease (Increase) in other assets, other receivables and prepaid expenses
|
(
|
)
|
|
|
||||||||
|
Decrease in accrued interest and amortization of premium on available-for sale marketable securities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Decrease in operating lease right-of-use asset
|
|
|
|
|||||||||
|
Decrease in operating leases liability
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Decrease (Increase) in trade receivables
|
(
|
)
|
(
|
)
|
|
|||||||
|
Decrease (Increase) in inventories
|
(
|
)
|
|
|
||||||||
|
Decrease in trade payables
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Increase (Decrease) in employees and payroll accruals
|
|
(
|
)
|
(
|
)
|
|||||||
|
Increase (Decrease) in deferred revenues
|
|
|
(
|
)
|
||||||||
|
Increase (Decrease) in other payables and accrued expenses
|
|
(
|
)
|
(
|
)
|
|||||||
|
Gain of foreign exchange on cash and cash equivalents
|
(
|
)
|
|
|
||||||||
|
Net cash provided by (used in) operating activities
|
|
|
(
|
)
|
||||||||
|
Cash flows from investing activities:
|
||||||||||||
|
Decrease (Increase) in restricted deposit
|
(
|
)
|
|
(
|
)
|
|||||||
|
Investment in short-term bank deposits
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Withdrawal in short-term bank deposits
|
|
|
|
|||||||||
|
Purchase of property and equipment
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Investment in available-for sale marketable securities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Proceeds from redemption of marketable securities
|
|
|
|
|||||||||
|
Proceeds from sale of marketable securities
|
|
|
|
|||||||||
|
Proceeds from sale of patent
|
|
|
|
|||||||||
|
Net cash provided by (used in) investing activities
|
(
|
)
|
(
|
)
|
|
|||||||
| F - 9 |
ALLOT LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
|
Year ended
December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Cash flows from financing activities:
|
||||||||||||
|
Issuance of share capital
|
|
|
|
|||||||||
|
Proceeds from exercise of stock options
|
|
|
|
|||||||||
|
Redemption of convertible debt
|
(
|
)
|
|
|
||||||||
|
Net cash provided by financing activities
|
|
|
|
|||||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
|
|||||||||
|
Increase in cash and cash equivalents
|
|
|
|
|||||||||
|
Cash and cash equivalents at the beginning of the year
|
|
|
|
|||||||||
|
Cash and cash equivalents at the end of the year
|
$
|
|
$
|
|
$
|
|
||||||
|
Supplementary cash flow information:
|
||||||||||||
|
Cash paid/received during the year for:
|
||||||||||||
|
Taxes paid, net
|
$
|
|
$
|
|
$
|
|
||||||
|
Interest received
|
$
|
|
$
|
|
$
|
|
||||||
|
Non-cash activity:
|
||||||||||||
|
ROU asset and lease liability decrease, due to lease termination
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||
|
Redemption of convertible debt
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||
|
Right-of-use assets obtained in the exchange for operating lease liabilities
|
$
|
|
$
|
|
$
|
|
||||||
The accompanying notes are an integral part of the consolidated financial statements.
| F - 10 |
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 1: - |
GENERAL
|
| a. |
Allot Ltd. (the "Company") was incorporated in November 1996 under the laws of the State of Israel. The Company is engaged in developing, selling and marketing of leading innovative network intelligence (“Allot Smart”) and security solutions (“Allot Secure”) for mobile and fixed service providers as well as enterprises worldwide. Our solutions are deployed globally for network and application analytics, traffic control and shaping, network-based security including mobile security, distributed denial of service (DDoS) protection, IoT security, and more. Allot Smart generates insightful intelligence that allows CSPs to analyze every packet of network, user, application and security data, CSPs can see, control and secure their networks, optimizing performance, minimizing costs and maximizing end-user QoE. Allot Secure provides security service for the mass market and SMB at home, at work and on the go for mobile, fixed and 5G converged networks. Allot Secure enables customers to detect security breaches and protect networks and network users from attacks.
|
The Company's Ordinary Shares are listed in the NASDAQ Global Select Market under the symbol "ALLT" from its initial public offering in November 2006. Since November 2010, the Company's Ordinary Shares have been listed for trading in the Tel Aviv Stock Exchange as well.
The Company holds twelve wholly-owned subsidiaries (the Company together with its subsidiaries shall collectively be referred to as "Allot"): Allot Communications, Inc. in Burlington, Massachusetts, United-States (the "U.S. subsidiary"), which was incorporated in 1997 under the laws of the State of California, Allot Communication Europe SARL, France (the "European subsidiary"), which was incorporated in 1998 under the laws of France, Allot Communications Japan K.K. in Tokyo, Japan (the "Japanese subsidiary"), which was incorporated in 2004 under the laws of Japan, Allot Communication (UK) Limited (the "UK subsidiary"), which was incorporated in 2006 under the laws of England and Wales, Allot Communications (Asia Pacific) Pte. Ltd. ("the Singaporean subsidiary"), which was incorporated in 2006 under the laws of Singapore, Allot India Private Limited. (the "Indian subsidiary”), which was incorporated in 2012 under the laws of India and commenced its activity in 2013, Allot Communications Africa (PTY) Ltd. (the "African subsidiary”), which was incorporated in 2013 under the laws of South Africa, Allot Communications Spain, S.L. Sociedad Unipersonal (the "Spanish subsidiary”), which was incorporated in 2015 under the laws of Spain, Allot Communications (Colombia) S.A.S (the "Colombian subsidiary”), which was incorporated in 2015 under the laws of Colombia and Allot MexSub (the "Mexican subsidiary"), which was incorporated in 2015 under the laws of Mexico, Allot Turkey Komunikasion Hizmeleri limited (the “Turkish subsidiary”), which was incorporated in 2018 under laws of Turkey, Allot Australia (PTY) LTD (the “Australian subsidiary”), which was incorporated in 2018 under the laws of Australia.
F - 11
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 1: - |
GENERAL (Cont.)
|
The European, Singaporean, Indian, Colombian, U.S, Japanese, African and Turkish subsidiaries are engaged in sales and marketing, technical support services and other services of the Company's products. The UK and Australian subsidiaries are engaged in sales and marketing and other services.
The Spanish and Mexican subsidiaries commenced operations in 2015 and are engaged in the sales and marketing, technical support and development activities of one of the Company's product lines.
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES
|
The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP").
| a. |
Use of estimates:
|
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
| b. |
Financial statements in U.S. dollars:
|
The majority operation of the Company and its subsidiaries are generated in U.S. dollars ("dollar") or linked to the dollar. The Company's management believes that the dollar is the currency of the primary economic environment in which the Company and its subsidiaries operate. Thus, the functional and reporting currency of the Company and its subsidiaries is the dollar.
Accordingly, monetary accounts maintained in currencies other than the dollar are remeasured into U.S. dollars in accordance with Accounting Standards Codification No. 830, "Foreign Currency Matters" ("ASC No. 830"). All transactions gains and losses from the remeasurement of monetary balance sheet items are reflected in the statements of operations as financial income or expenses as appropriate. Financial gains and (losses) related to exchange rate differences in connection with revaluation of assets and liabilities in non-dollar denominated currencies for the years ended December 31, 2025, 2024, and 2023 amounted to $ (119 ), $ (502 ) and $ 378 , respectively.
F - 12
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
c.
|
Principles of consolidation:
|
The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated upon consolidation.
|
d.
|
Cash and cash equivalents:
|
The Company considers all unrestricted highly liquid investments which are readily convertible into cash, with a maturity of three months or less at the date of acquisition, to be cash equivalents.
|
e.
|
Restricted deposits:
|
Restricted deposits consist of deposits used as security for the company’s transactions with customers, hedging transactions and lease agreements. As of December 31, 2025 and 2024, restricted deposits were mainly denominated in U.S. dollars, amounted to $ 6,900 and $1,183 , respectively, and bore a weighted average interest rate of 4.40 % and 4.54 %, respectively.
| f. |
Short-term bank deposits:
|
Short-term bank deposits are deposits with maturities of more than three months but less than one year at the balance sheet date. The deposits are in dollars and bear interest at an annual weighted average rate of 4.51 % and 5.23 % on December 31, 2025 and 2024, respectively.
|
g.
|
Trade Receivable and Allowances:
|
Trade receivables are recorded and carried at the original invoiced amount which was recognized as revenues less an allowance for any potential uncollectible amounts. The Company makes estimates of expected credit losses for the allowance for credit losses and allowance for unbilled receivables based upon its assessment of various factors, including historical experience, the age of the trade receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. The estimated credit loss allowance is recorded as general and administrative expenses on the Company’s consolidated statements of income (loss).
The following table displays a rollforward of the total allowance for credit losses for the years ended December 31, 2025, 2024, and 2023.
F - 13
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
2025
|
2024
|
2023
|
||||||||||
|
Total allowance for credit losses – January 1
|
|
|
|
|||||||||
|
Current-period provision for expected credit losses
|
|
|
|
|||||||||
|
Write-offs
|
(
|
)
|
|
(
|
)
|
|||||||
|
Recoveries collected
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Total allowance for credit losses – December 31
|
|
|
|
|||||||||
During 2023, the Company recognized a $ 22,563 increase in the credit losses provision. This increase was primarily due to management’s estimation regarding the deterioration in the economic conditions of four customers, mainly in Africa, during 2023 and their ability to repay their outstanding debt.
|
h.
|
Marketable securities:
|
Marketable securities consist mainly of government bonds. The Company determines the appropriate classification of marketable securities at the time of purchase and re-evaluates such designation at each balance sheet date. In accordance with FASB ASC No. 320 “Investments- Debt Securities,” the Company classifies marketable securities as available-for-sale. Available-for-sale securities are stated at fair value, with unrealized gains and losses reported in accumulated other comprehensive income (loss), a separate component of shareholders’ equity, net of taxes. Realized gains and losses on sales of marketable securities, as determined on a specific identification basis, are included in financial income, net. The amortized cost of marketable securities is adjusted for amortization of premium and accretion of discount to maturity, both of which, together with interest, are included in financial income, net. The Company has classified all marketable securities as short-term, even though the stated maturity date may be one year or more beyond the current balance sheet date, because it is probable that the Company will sell these securities prior to maturity to meet liquidity needs or as part of risk versus reward objectives.
Available-for-sale debt securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of that difference, if any, is caused by expected credit losses in accordance with ASC 326, Financial Instrument-Credit Losses..
The Company periodically evaluates its available-for-sale debt securities for impairment. If the amortized cost of an individual security exceeds its fair value, the Company considers its intent to sell the security or whether it is more likely than not that it will be required to sell the security before recovery of its amortized basis. If either of these criteria are met, the Company writes down the security to its fair value and records the impairment charge in interest and other income, net in the Consolidated Statements Of Comprehensive Loss. If neither of these criteria are met, the Company determines whether credit loss exists.
Expected credit losses on available-for-sale debt securities are recognized in interest and other income (expense), net, on the Company’s consolidated statements of income (loss), and any remaining unrealized losses, net of taxes, are included in accumulated other comprehensive income (loss) in Shareholder's equity. As of December 31, 2025, 2024 and 2023, no credit loss impairment was recorded regarding the available for sale marketable securities.
F - 14
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
i.
|
Inventories:
|
Inventories are stated at the lower of cost or net realizable value. Cost is determined by the “moving average cost” method. Inventory write-offs are provided to cover risks arising primarily from end-of-life products and from slow-moving items, technological obsolescence, and excess inventory.
Inventory net write‑offs for the years ended December 31, 2025, 2024 and 2023 amounted to $(349 ), $3,020 and $1,558 , respectively. Although write‑offs were recorded in 2025, the overall net impact was a decrease in inventory provisions, which resulted primarily from the sale of items previously reserved for, as well as the scrapping of obsolete items, which reduced the related inventory provision balance.
|
j.
|
Property and equipment, net:
|
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets at the following annual rates:
|
%
|
|||
|
Lab equipment
|
|
||
|
Computers and peripheral equipment
|
|
||
|
Office furniture
|
|
||
|
SECaaS equipment*
|
|
||
|
Leasehold improvements
|
|
*SECaaS equipment – the equipment used for SECaaS revenues
| k. |
Goodwill:
|
Goodwill represents the excess of the purchase price over the fair value of net assets of purchased businesses. Under Accounting Standards Codification No. 350, "Intangibles-Goodwill and Other" ("ASC No. 350"), goodwill is not amortized, but rather subject to an annual impairment test, or more often if there are indicators of impairment present. In accordance with ASC No. 350 the Company performs an annual impairment test at December 31 each year.
F - 15
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
ASC 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If the qualitative assessment does not result in a more likely than not indication of impairment, no further impairment testing is required. If the Company elects not to use this option, or if the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company prepares a quantitative analysis to determine whether the carrying value of reporting unit exceeds its estimated fair value. If the carrying value of a reporting unit exceeds its estimated fair value, the Company recognizes an impairment of goodwill for the amount of this excess.
The Company operates in one operating segment, and this segment comprises its only reporting unit. The Company has performed an annual impairment analysis as of December 31, 2025 and determined that the carrying value of the reporting unit was lower than the fair value of the reporting unit. Fair value is determined using market value. During the years 2025, 2024 and 2023, no impairment losses were recorded.
| l. |
Impairment of long-lived assets, Right-of-use assets, and intangible assets subject to amortization:
|
Property and equipment, Right-of-use assets, and intangible assets subject to amortization are reviewed for impairment in accordance with ASC No. 360, "Accounting for the Impairment or Disposal of Long-Lived Assets," whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.
Intangible assets acquired in a business combination are recorded at fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets that are not considered to have an indefinite useful life are amortized over their estimated useful lives.
Some of the acquired intangible assets are amortized over their estimated useful lives in proportion to the economic benefits realized. This accounting policy results in accelerated amortization of such customer relationships as compared to the straight-line method. All other intangible assets are amortized over their estimated useful lives on a straight-line basis.
The Company has performed an annual impairment analysis as of December 31, 2025 and determined that there were no circumstances indicating the asset’s carrying value may not be recoverable. During the years 2025 and 2024, no impairment losses were recorded. During 2023, impairment losses were recorded in the amount of $ 1,614 .
F - 16
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
| m. |
Revenue recognition:
|
The Company generates revenues mainly from selling its products along with related maintenance and support services. At times, these arrangements may also include professional services, such as installation services or training. Some of the Company’s product sales are through resellers, distributors, OEMs and system integrators, all of whom are considered end-users. The Company also generates revenues from services, in which the Company provides network filtering and security services to its customers.
The Company recognizes revenue under the core principle that transfer of control to the Company’s customers should be depicted in an amount reflecting the consideration the Company expects to receive. As such, the Company identifies a contract with a customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to each performance obligation in the contract and recognizes revenues when (or as) the Company satisfies a performance obligation. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental entities (e.g., sales tax and other indirect taxes).
Some of the Company's contracts usually include combinations of products and services, that are capable of being distinct and accounted for as separate performance obligations. The products are distinct as the customer can derive the economic benefit of it without any professional services, updates or technical support. The Company allocates the transaction price to each performance obligation based on its relative standalone selling price out of the total consideration of the contract. For support, the Company determines the standalone selling prices based on the price at which the Company separately sells a renewal support contract on a stand-alone basis. For professional services, the Company determines the standalone selling prices based on the price at which the Company separately sells those services on a stand-alone basis. If the standalone selling price is not observable, the Company estimates the standalone selling price by taking into account available information such as geographic or regional specific factors, internal costs, profit objectives, and internally approved pricing guidelines related to the performance obligation.
Product revenue is recognized at a point in time when the performance obligation is being satisfied, generally upon shipment or acceptance. Maintenance and support related revenues are deferred and recognized on a straight-line basis over the term of the applicable maintenance and support agreement since these services have a consistent continuous pattern of transfer to a customer during the contract period. Professional services are usually recognized at a point in time when the performance obligation is being satisfied.
The Company elected the practical expedient to not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. In general, the company payment terms are one year or less.
F - 17
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
In certain contracts, the Company provides the customer with financing for a period exceeding the regular credit terms for customers. In such circumstances, the Company recognizes revenue based on the amount that reflects the price that would have been paid by the customer in cash on the date of receipt of the goods or services, and the balance is recognized in finance income.
The Company also enters service contracts, in which the Company provides security as a service (SECaaS) solution to operators, which the Company considers as its customers. The Company's security as a service solution is offered to operators on a Revenue Share business model, where both the Company and the operator share the revenue generated from the operator's subscribers or a monthly fee per user. Most of the Company's security as a service contracts contain a single performance obligation comprised of series of distinct goods and services satisfied over time. The contracts consideration is based on usage by the operator's subscribers. As such, the Company allocates the variable consideration in those contracts to distinct service periods in which the service is provided and recognizes revenue for each distinct service period.
Deferred revenue includes amounts received from customers for which revenue has not yet been recognized. Deferred revenues are classified as short and long-term based on their contractual term and recognized as (or when) the Company performs under the contract.
During the years ended December 31, 2025, 2024 and 2023, the Company recognized revenue of approximately $16,247 , $10,322 and $17,165 , respectively, which was included in the deferred revenue balances at the beginning of each respective period.
The change in the deferred revenues balances during the period consisted of Increases due to payments received in advance of performance, which were offset by decreases due to revenues recognized in the period.
The portion of the transaction price allocated to remaining performance obligations represents contracts that have not yet been recognized that include deferred revenue and amounts not yet received that will be recognized as revenue in future periods. As of December 31, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations that the Company expects to recognize is $ 102,741 of which approximately $75,346 is estimated to be recognized before December 31, 2026 and approximately $27,395 is estimated to be recognized after December 31, 2026. Excluding variable considerations related to base fee from SECaaS.
The Company pays sales commissions to sales and marketing personnel based on their certain predetermined sales goals. The company evaluates its commission and capitalize only incremental commissions costs which are considered recoverable costs of obtaining a contract with a customer. These capitalized sales commissions costs are amortized over a period of benefit which is typically over the term of the customer contracts as initial commission rates are commensurate with the renewal commission rates. Amortization expenses related to these costs are included in sales and marketing expenses in the consolidated statements of operations. For the year ended December 31, 2025 and December 31, 2024, the deferred commission was $1,457 and $1,131 accordingly.
F - 18
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
The amortization of deferred commission for 2025, 2024 and 2023 were $1,716 , $2,087 and $1,239 . The Company uses the practical expedient and does not assess the existence of a significant financing component when the difference between payment and revenue recognition is a year or less.
The Company estimated variable consideration related to product returns based on its experience with historical product returns and other known factors. As of December 31, 2025 and 2024, this provision was recorded as part of other payables and accrued expenses.
The Company recognizes term-based license agreements at the point in time when control transfers and the associated maintenance revenues over the contract period.
Depending on the shipping terms agreed with the customer, the Company may perform shipping and handling activities after the customer obtains control of the goods and revenue is recognized. The Company has elected to account for shipping and handling costs as activities to fulfill the promise to transfer the goods. As a result of this accounting policy election, the Company does not consider shipping and handling activities after the customer obtains control of the goods as promised services to its customers. Shipping expenses for the years ended December 31, 2025, 2024 and 2023 were immaterial.
|
n.
|
Cost of revenues:
|
Cost of revenues consists primarily of costs of materials and the cost of maintenance and services, resulting from costs associated with support, customer success and professional services.
|
o.
|
Research and development costs:
|
Accounting Standards Codification No. 985-20, requires capitalization of certain software development costs subsequent to the establishment of technological feasibility.
Based on the Company's product development process, technological feasibility is established upon the completion of a working model. The Company does not incur material costs between the completion of a working model and the point at which the products are ready for general release. Therefore, research and development costs are charged to the consolidated statement of comprehensive loss as incurred.
|
p.
|
Severance pay:
|
The liability in Israel for substantially all of the Company`s employees in respect of severance pay liability is calculated in accordance with Section 14 of the Severance Pay Law -1963 (herein- "Section 14"). Section 14 states that Company's contributions for severance pay shall be in line of severance compensation and upon release of the policy to the employee, no additional obligations shall be conducted between the parties regarding the matter of severance pay and no additional payments shall be made by the Company to the employee.
F - 19
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
Furthermore, the related obligation and amounts deposited on behalf of such obligation under Section 14, are not stated on the balance sheet, because pursuant to the current ruling, they are legally released from the obligation to employees once the deposits have been paid.
There are a limited number of employees in Israel, for whom the Company is liable for severance pay. The Company's liability for severance pay for its Israeli employees was calculated pursuant to Section 14, based on the most recent monthly salary of its Israeli employees multiplied by the number of years of employment as of the balance sheet date for such employees.
The Company's liability was partly provided by monthly deposits with severance pay funds and insurance policies and the remainder by an accrual.
Severance expense for the years ended December 31, 2025, 2024 and 2023, amounted to $ 2,041 , $ 1,861 and $ 6,057 , respectively. During 2023, the Company implemented a cost reduction plan which included separation of employees which derived the 2023 severance exepenses.
|
q.
|
Accounting for share-based compensation:
|
The Company accounts for share-based compensation in accordance with Accounting Standards Codification No. 718, "Compensation - Stock Compensation" ("ASC No. 718") that requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statement of comprehensive loss. The Company recognizes
compensation expenses for the value of its awards based on the straight-line method over the requisite service period of each of the awards, net of estimated forfeitures.
The Company estimated the forfeiture rate based on historical forfeitures of equity awards and adjusted the rate to reflect changes in facts and circumstances if any.
The following table sets forth the total share-based compensation expense resulting from share options, restricted share units and Phantoms granted to employees included in the consolidated statements of comprehensive loss, for the years ended December 31, 2025, 2024 and 2023:
|
Year ended
December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Cost of revenues
|
$
|
|
$
|
|
$
|
|
||||||
|
Research and development
|
|
|
|
|||||||||
|
Sales and marketing
|
|
|
|
|||||||||
|
General and administrative
|
|
|
|
|||||||||
|
Total share-based compensation expense
|
$
|
|
$
|
|
$
|
|
||||||
F - 20
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
During 2025, 2024 and 2023 no options were granted by the Company.
The computations of expected volatility and suboptimal exercise multiple is based on the average of the Company's realized historical share price. The computation of the suboptimal exercise multiple and the forfeiture rates are based on the grantee's expected exercise prior and post vesting termination behavior. The interest rate for a period within the contractual life of the award is based on the U.S. Treasury Bills yield curve in effect at the time of grant.
The Company currently has no plans to distribute dividends and intends to retain future earnings to finance the development of its business.
The expected life of the share options represents the weighted-average period the share options are expected to remain outstanding and is a derived output of the binomial model. The expected life of the share options is impacted by all of the underlying assumptions used in the Company's model.
The option pricing model of the of restricted share units ("RSUs") is based on the closing market value of the underlying shares at the date of grant.
The expected annual pre-vesting forfeiture rate affects the number of vested RSUs. Based on the Company's historical experience, the pre-vesting is in the range of 0 30
|
r.
|
Treasury share:
|
In the past, the Company repurchased its Ordinary shares on the open market and holds such shares as treasury share. The Company presents the cost to repurchase treasury share as a reduction of shareholders' equity.
|
s.
|
Concentration of credit risks:
|
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, short-term bank deposits, trade receivables and derivative instruments.
The majority of cash and cash equivalents and short-term deposits of the Company are invested in dollar deposits in major U.S. and Israeli banks. Such investments in the United States may be in excess of insured limits and are not insured in other jurisdictions. Generally, the cash and cash equivalents and short-term bank deposits may be redeemed upon demand, and therefore, bear minimal risk.
F - 21
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
Marketable securities include investments in Dollar linked corporate and government bonds. Marketable securities consist of highly liquid debt instruments with high credit standing. The Company’s investment policy, approved by the Board of Directors, limits the amount the Group may invest in any one type of investment or issuer, thereby reducing credit risk concentrations. Management believes that the portfolio is well diversified and, accordingly, minimal credit risk exists with respect to these marketable debt securities.
The Company's trade receivables are derived from sales to customers located in EMEA, as well as in APAC, Jako and Americas. Concentration of credit risk with respect to trade receivables is limited by credit limits, ongoing credit evaluation and account monitoring procedures. The Company performs ongoing credit evaluations of its customers and establishes an allowance for credit losses on a specific basis. Allowance for credit losses amounted to $9,611 and $ 25,306 as of December 31, 2025 and 2024, respectively. See note 2g above.
As of December 31, 2025 the company have past due of $0.9 million.
The Company utilizes foreign currency forward contracts to protect against risk of overall changes in exchange rates for some of its currencies exposure. The derivative instruments hedge a portion of the Company's non-dollar currency exposure. Counterparties to the Company’s derivative instruments are all major financial institutions and its exposure is limited to the amount of any asset resulting from the forward contracts.
|
t.
|
Government grants:
|
Grants from the Israel Innovation Authority (IIA):
Participation grants from the Israel Innovation Authority (Previously known as the Office of the Chief Scientist) for research and development activity are recognized at the time the Company is entitled to such grants on the basis of the costs incurred and included as a deduction of research and development costs. Research and development non royalty bearing grants recognized amounted to $ 68 , $ 489 and $ 552 in 2025, 2024 and 2023, respectively.
Grants from the Spain Tax Authorities:
Participation grants from the Spain Tax Authorities for research and development activity are recognized at the time the Company is entitled to such grants on the basis of the costs incurred and included as a deduction of research and development costs. Research and development non royalty bearing grants recognized amounted to $ 1,332 , $ 1,106 and $ 2,577 in 2025 ,2024 and 2023, respectively.
F - 22
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
u.
|
Income taxes:
|
The Company accounts for income taxes in accordance with Accounting Standards Codification No. 740, "Income Taxes" ("ASC No. 740"). ASC No. 740 prescribes the use of the liability method, whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.
The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The deferred tax assets and liabilities are classified to non-current assets and liabilities, respectively.
ASC No. 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company classifies interest and penalties related to unrecognized tax benefits in taxes on income.
|
v.
|
Basic and diluted net income (loss) per share:
|
Basic net income (loss) per share is computed based on the weighted average number of Ordinary Shares outstanding during each year. Diluted net income (loss) per share is computed based on the weighted average number of Ordinary Shares outstanding during each year, plus dilutive potential Ordinary Shares considered outstanding during the year, in accordance with FASB ASC 260 "Earnings Per Share".
For the year ended December 31, 2025, outstanding RSUs have been part of the calculation of the diluted net income per share since their effect is dilutive. The amount of those RSU’s was 2,343,192 .
For the years ended December 31, 2024 and 2023, all outstanding options and RSUs have been excluded from the calculation of the diluted net loss per share since their effect was anti-dilutive. The amount of those options and RSU’s was: 3,107,441 , 2,665,194 , respectively.
F - 23
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
w.
|
Comprehensive income (loss):
|
The Company accounts for comprehensive income (loss) in accordance with Accounting Standards Codification No. 220, "Comprehensive Income" ("ASC No. 220"). This statement establishes standards for the reporting and display of comprehensive income (loss) and its components in a full set of general purpose financial statements. Comprehensive income (loss) represents all changes in shareholders' equity during the period except those resulting from investments by, or distributions to shareholders. The Company determined that its items of other comprehensive income (loss) relate to unrealized gains and losses on hedging derivative instruments and unrealized gains and losses on available-for-sale marketable securities.
The following table shows the components and the effects on net loss of amounts reclassified from accumulated other comprehensive loss as of December 31, 2025:
|
Year ended
December 31, 2025
|
||||||||||||
|
Unrealized gain on marketable securities
|
Unrealized gains on cash flow hedges
|
Total
|
||||||||||
|
Balance as of December 31, 2024
|
$
|
|
$
|
|
$
|
|
||||||
|
Changes in other comprehensive income before reclassifications
|
|
|
|
|||||||||
|
Amounts reclassified from accumulated other comprehensive income to:
|
||||||||||||
|
Cost of revenues
|
|
(
|
)
|
(
|
)
|
|||||||
|
Research and development
|
|
(
|
)
|
(
|
)
|
|||||||
|
Sales and marketing
|
|
(
|
)
|
(
|
)
|
|||||||
|
General and administrative
|
|
(
|
)
|
(
|
)
|
|||||||
|
Net current-period other comprehensive income
|
|
|
|
|||||||||
|
Balance as of December 31, 2025
|
$
|
|
$
|
|
$
|
|
||||||
There was no income tax expense or benefit allocated to other comprehensive income, including reclassification adjustments for the year ended December 31, 2025.
|
x.
|
Fair value of financial instruments:
|
The carrying amounts of short-term bank deposits, trade receivables, other receivables, trade payables and other payables approximate their fair value due to the short-term maturities of such instruments.
The Company measures its cash and cash equivalents, marketable securities, derivative instruments at fair value. Fair value is an exit price, representing the amount that would be received if the Company were to sell an asset or paid to transfer a liability in an orderly transaction between market participants.
F - 24
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.
The Company uses a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
| Level 1 - |
Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
| Level 2 - |
Include other inputs that are directly or indirectly observable in the marketplace, other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets with insufficient volume or infrequent transactions, or other inputs that are observable (model-derived valuations in which significant inputs are observable), or can be derived principally from or corroborated by observable market data; and
|
| Level 3 - |
Unobservable inputs which are supported by little or no market activity.
|
The Company categorized each of its fair value measurements in one of those three levels of hierarchy. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The Company measures its marketable securities and foreign currency derivative contracts at fair value. Marketable securities and foreign currency derivative contracts are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments.
|
y.
|
Derivatives and hedging:
|
The Company accounts for derivatives and hedging based on Accounting Standards Codification No. 815, "Derivatives and Hedging" ("ASC No. 815").
The Company accounts for its derivative instruments as either assets or liabilities and carries them at fair value. Derivative instruments that are not designated and qualified as hedging instruments must be adjusted to fair value through earnings. For highly effective derivative instruments that hedge the exposure to variability in expected future cash flows that are designated as cash flow hedges. Gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive income (loss) in shareholders' equity and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.
F - 25
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
| z. |
Business combinations:
|
The Company accounts for business combinations in accordance with ASC No. 805. ASC No. 805 requires recognition of assets acquired, liabilities assumed, and any non-controlling interest at the acquisition date, measured at their fair values as of that date. Any excess of the fair value of net assets acquired over the purchase price is recorded as goodwill and any subsequent changes in estimated contingencies are to be recorded in earnings. In addition, changes in valuation allowance related to acquired deferred tax assets and acquired income tax positions are to be recognized in earnings.
|
aa.
|
Lease:
|
The Company determines if an arrangement is a lease and the classification of that lease at inception based on: (1) whether the contract involves the use of an identified asset, (2) whether the Company obtains the right to substantially all the economic benefits from the use of the asset throughout lease period, and (3) whether the Company has a right to direct the use of the asset. The Company elected to not recognize a lease liability and a right-of-use (“ROU”) asset for leases with a term of twelve months or less. The Company also elected the practical expedient to not separate lease and non-lease components for its leases.
ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make minimum lease payments arising from the lease. ROU assets are initially measured at amounts, which represents the discounted present value of the lease payments over the lease, plus any initial direct costs incurred. The lease liability is initially measured at lease commencement date based on the discounted present value of minimum lease payments over the lease term. The implicit rate within the company's operating leases is generally not determinable, therefore the Company uses it’s Incremental Borrowing Rate (“IBR”) based on the information available at commencement date in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate for collateralized borrowing with similar terms and payments and in economic environments where the leased asset is located. Certain leases include options to extend or terminate the lease.
An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain that the Company will exercise that option. An option to terminate is considered unless it is reasonably certain that the Company will not exercise the option.
Payments under our lease arrangements are primarily fixed, however, certain lease agreements include rental payments that are adjusted periodically for the consumer price index ("CPI"). The ROU and lease liability were calculated using the CPI as of the commencement date and will not be subsequently adjusted, unless the liability is reassessed for other reasons. Other variable lease payments are primarily comprised of payments affected by common area maintenance and utility charges.
F - 26
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
ab.
|
Warranty costs:
|
The Company generally provides three months software and a one-year hardware assurance for its products. A provision is recorded for estimated warranty costs at the time revenues are recognized based on the Company's experience. Warranty expenses for the years ended December 31, 2025, 2024 and 2023 were immaterial.
|
ac.
|
Recently Adopted Accounting Pronouncements:
|
In December 2023, the FASB issued ASU 2023-09, Income Taxes (ASU 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. The amendments are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 on a prospective basis during the year ended December 31, 2025, which resulted in updated income tax disclosures. See Note 14 in the accompanying notes to the consolidated financial statements for further details.
|
ad.
|
Recent Accounting Guidance Not Yet Adopted
|
ASU 2025-09 derivatives and hedging - In November 2025, the FASB issued ASU 2025-09 to amend the guidance in Derivatives and Hedging (Topic 815). The update provides targeted improvements intended to enhance the application of hedge accounting, including expanded eligibility of forecasted transactions, additional flexibility in measuring hedge effectiveness, and clarifications related to hedging non-financial items. The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. The Company is currently evaluating the impact on its financial statement disclosures.
ASU 2025-11 interim reporting - In December 2025, the FASB issued ASU 2025-11 to amend the guidance in Interim Reporting (Topic 270). The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. The Company is currently evaluating the impact on its consolidated financial statement disclosures.
ASU 2025-12 codification improvements - In December 2025, the FASB issued ASU 2025-12 Codification Improvements to address suggestions received from stakeholders on the Accounting Standards Codification and to make other incremental improvements to U.S. GAAP. The update represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. The amendments make the Codification easier to understand and apply. The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. The Company is currently evaluating the impact on its consolidated financial statement.
F - 27
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 3: - |
AVAILABLE-FOR-SALE MARKETABLE SECURITIES
|
The following is a summary of available-for-sale marketable securities:
|
December 31, 2025
|
December 31, 2024
|
|||||||||||||||||||||||||||||||
|
Amortized
cost
|
Gross
unrealized
gain
|
Gross
unrealized
loss
|
Fair
Value
|
Amortized
cost
|
Gross
unrealized
gain |
Gross
unrealized
loss
|
Fair
value
|
|||||||||||||||||||||||||
|
Available-for-sale - matures within one year:
|
||||||||||||||||||||||||||||||||
|
US Governmental debentures
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||||||||
As of December 31, 2025 and 2024, the Company had no investments with unrealized loss for more than 12 months.
As of December 31,2025, 2024 and 2023, no credit loss impairment was recorded regarding the available for sale marketable securities.
| NOTE 4: - |
FAIR VALUE MEASUREMENTS
|
In accordance with ASC No. 820, the Company measures its marketable securities and foreign currency derivative instruments at fair value. Available for sale marketable securities are classified within Level 2. This is because these assets are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs.
The Company's financial net assets measured at fair value on a recurring basis, including accrued interest components, consisted of the following types of instruments as of December 31, 2025 and 2024, respectively:
|
As of December 31, 2025
|
||||||||||||||||
|
Fair value measurements using input type
|
||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
|
Assets:
|
||||||||||||||||
|
Available-for-sale marketable securities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Foreign currency derivative contracts
|
|
|
|
|
||||||||||||
|
Total financial assets
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
F - 28
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 4: - |
FAIR VALUE MEASUREMENTS (Cont.)
|
|
As of December 31, 2024
|
||||||||||||||||
|
Fair value measurements using input type
|
||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
|
Assets:
|
||||||||||||||||
|
Available-for-sale marketable securities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Foreign currency derivative contracts
|
|
|
|
|
||||||||||||
|
Liabilities:
|
||||||||||||||||
|
Foreign currency derivative contracts
|
|
(
|
)
|
|
(
|
)
|
||||||||||
|
Total financial net assets
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
| NOTE 5: - |
DERIVATIVE INSTRUMENTS
|
The Company enters into hedge transactions with a major financial institution, using derivative instruments, primarily forward contracts and options to purchase and sell foreign currencies, in order to reduce the net currency exposure associated with anticipated expenses (primarily salaries and related expenses that are designated as cash flow hedges).
The Company currently hedges such future exposures for a maximum period of two years. However, the Company may choose not to hedge certain foreign currency exchange exposures for a variety of reasons, including but not limited to immateriality, accounting considerations and the prohibitive economic cost of hedging particular exposures. There can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in foreign currency exchange rates.
The Company records all derivatives on the consolidated balance sheets at fair value in accordance with ASC No. 820 at Level 2. Cash flow hedges are recorded in other comprehensive income (loss) until the hedged item is recognized in earnings. The Company does not enter into derivative transactions for trading purposes.
The Company had a net unrealized gain (loss) associated with cash flow hedges of $ 2,599 and $342 recorded in other comprehensive gain (loss) as of the year ended December 31, 2025 and 2024, respectively. As of December 31, 2025, and December 31, 2024, the Company had outstanding hedge transactions in the net amount of $ 16,180 and $ 30,354 , respectively.
F - 29
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 5: - |
DERIVATIVE INSTRUMENTS (Cont.)
|
The fair value amounts of outstanding foreign currency contracts in U.S. dollar as of the periods presented were as follows:
|
December 31,
|
December 31,
|
|||||||
|
2025
|
2024
|
|||||||
|
Derivatives Designated as Hedging Instruments
|
||||||||
|
Foreign currency contracts
|
$
|
|
$
|
|
||||
|
Derivatives Not Designated as Hedging Instruments
|
||||||||
|
Foreign currency contracts
|
|
|
||||||
|
Total derivative instruments
|
$
|
|
$
|
|
||||
Non-designated hedges:
The Company also uses foreign currency forward contracts to mitigate variability in gains and losses generated from the re-measurement of certain monetary assets and liabilities denominated in foreign currencies. These derivatives do not qualify for special hedge accounting treatment. These derivatives are carried at fair value with changes recorded in financial income, net. Changes in the fair value of these derivatives are largely offset by the re-measurement of the underlying assets and liabilities. The derivatives have maturities of up to twelve months. The impact of the non-designated hedge transactions on the net income (loss) for the year ended December 31, 2025 and 2024, was $(1,090 ) and $(1,021 ) respectively.
As of December 31 2025 and 2024, the Company’s outstanding non-hedge transactions were $ 9,774 and $ 10,326 , respectively.
| NOTE 6: - |
OTHER RECEIVABLES AND PREPAID EXPENSES
|
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Prepaid expenses
|
$
|
|
$
|
|
||||
|
Government authorities
|
|
|
||||||
|
Accrued interest
|
|
|
||||||
|
Foreign currency derivative contracts
|
|
|
||||||
|
Grants receivable from the OCS
|
|
|
||||||
|
Short-term lease deposits
|
|
|
||||||
|
Others
|
|
|
||||||
|
$
|
|
$
|
|
|||||
F - 30
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 7: - |
INVENTORIES
|
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Raw materials
|
$
|
|
$
|
|
||||
|
Finished goods
|
|
|
||||||
|
$
|
|
$
|
|
|||||
As of December 31, 2025 and 2024, the finished products line item above includes deferral of the cost of goods sold for which revenue was not yet recognized in the amount of approximately $ 10,523 and $ 3,046 , respectively.
|
NOTE 8: -
|
PROPERTY AND EQUIPMENT, NET
|
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Cost:
|
||||||||
|
Lab equipment
|
$
|
|
$
|
|
||||
|
Computers and peripheral equipment
|
|
|
||||||
|
Office furniture and equipment
|
|
|
||||||
|
Leasehold improvements
|
|
|
||||||
|
SECaaS equipment
|
|
|
||||||
|
|
|
|||||||
|
Accumulated depreciation:
|
||||||||
|
Lab equipment
|
|
|
||||||
|
Computers and peripheral equipment
|
|
|
||||||
|
Office furniture and equipment
|
|
|
||||||
|
Leasehold improvements
|
|
|
||||||
|
SECaaS equipment
|
|
|
||||||
|
|
|
|||||||
|
Depreciated cost
|
$
|
|
$
|
|
||||
Depreciation expenses for the years ended December 31, 2025, 2024 and 2023 was $ 3,972 , $ 5,613 and $ 5,536 , respectively.
F - 31
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 9: - |
INTANGIBLE ASSETS, NET
|
| a. |
The following table shows the Company's intangible assets for the periods presented
|
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Original Cost:
|
||||||||
|
Technology
|
$
|
|
$
|
|
||||
|
Backlog
|
|
|
||||||
|
Customer relationships
|
|
|
||||||
|
Software license
|
|
|
||||||
|
IP R&D
|
|
|
||||||
|
$
|
|
$
|
|
|||||
|
Accumulated amortization:
|
||||||||
|
Technology
|
$
|
|
$
|
|
||||
|
Backlog
|
|
|
||||||
|
Customer relationships
|
|
|
||||||
|
Software license
|
|
|
||||||
|
IP R&D
|
|
|
||||||
|
$
|
|
$
|
|
|||||
|
Amortized cost
|
$
|
|
$
|
|
||||
| b. |
Amortization expense for the years ended December 31, 2025, 2024 and 2023 were $
|
| NOTE 10: - |
OTHER PAYABLES AND ACCRUED EXPENSES
|
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Accrued expenses
|
$
|
|
$
|
|
||||
|
Onerous contract liability
|
|
|
||||||
|
Government authorities
|
|
|
||||||
|
Foreign currency derivative contracts
|
|
|
||||||
|
Holdback and contingent earnout
|
|
|
||||||
|
Provision for returns
|
|
|
||||||
|
Others
|
|
|
||||||
|
$
|
|
$
|
|
|||||
F - 32
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 11: - |
LEASE
|
The Group's facilities are leased under several lease agreements.
In addition, the Company has various operating lease agreements with respect to motor vehicles.
Lease expenses of office rent and vehicles for the years ended December 31, 2025, 2024 and 2023 were approximately $ 2,013 , $ 2,735 and $ 3,545 , respectively.
Expenses for short- term leases for the years ended December 31, 2025, 2024 and 2023 were $ 266 , $ 199 and $ 229 , respectively. Variable lease costs for the years ended December 31, 2025, 2024 and 2023 were $ 917 , $ 826 and $831 , respectively.
The following table represents the weighted-average remaining lease term and discount rate:
|
Year ended December 31,
|
||||||
|
2025
|
2024
|
|||||
|
Weighted average remaining lease term
|
|
|
||||
|
Weighted average discount rate
|
|
|
|
|
||
The discount rate was determined based on the estimated collateralized borrowing rate of the Company, adjusted to the specific lease term and location of each lease.
Cash paid for amounts included in measurement of lease liabilities during the years ended 2025, 2024 and 2023 were $2,256 , $2,751 , and $4,152 , respectively.
Maturities of operating lease liabilities were as follows:
|
Year ending December 31,
|
||||
|
2026
|
|
|||
|
2027
|
|
|||
|
2028
|
|
|||
|
2029
|
|
|||
|
2030
|
|
|||
|
Total lease payments
|
|
|||
|
Less - imputed interest
|
(
|
)
|
||
|
Present value of lease liabilities
|
|
|||
During the years ended December 31, 2025, and 2024, the short-term maturities of operating lease liabilities with a term of twelve months or less were $ 266 and $ 199 , respectively.
F - 33
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
|
NOTE 12: -
|
COMMITMENTS AND CONTINGENT LIABILITIES
|
|
a.
|
Liens and guarantees:
|
As of December 31, 2025, the Company has provided bank guarantees in respect of performance obligation to customers in an aggregate amount of approximately $ 6,375 , in addition to bank guarantees in favor of leases agreements in an aggregate amount of approximately $ 525 .
|
b.
|
Litigations:
|
On November 2, 2021 two founders of Netonomy Ltd., a company acquired by Allot in January, 2018, filed a civil claim against Allot (the “plaintiffs”), alleging that Allot breached certain clauses of the share acquisition agreement claiming damages in the amount of app. $ 834 . Allot filed its defense statement refuting all claims and denying any breach and obligation to compensate. On March 6, 2023 the Company signed a settlement agreement with the plaintiffs in which the Company agreed to pay the plaintiffs a total amount of $ 260 . The plaintiffs waived all claims. The potential liability is that the remaining minority former Netonomy shareholders may file a similar claim.
There are currently no ongoing legal proceedings with any of these minority shareholders.
|
NOTE 13:-
|
SHAREHOLDERS' EQUITY
|
| a. |
Company's shares:
|
As of December 31, 2025, the Company's authorized share capital consists of NIS 20,000,000 divided into 200,000,000 Ordinary Shares, par value NIS 0.1 per share. Ordinary Shares confer on their holders the right to receive notice to participate and vote in general meetings of the Company, the right to a share in the excess of assets upon liquidation of the Company, and the right to receive dividends if declared.
| b. |
Share option plan:
|
A summary of the Company's share option activity, pertaining to its option plans for employees and related information is as follows:
|
Year ended December 31, 2025
|
||||||||
|
Number
of shares upon exercise
|
Weighted average exercise price
|
|||||||
|
Outstanding at beginning of year
|
|
$
|
|
|||||
|
Granted
|
|
$
|
|
|||||
|
Forfeited
|
(
|
)
|
$
|
|
||||
|
Exercised
|
(
|
)
|
$
|
|
||||
|
Outstanding at end of year
|
|
$
|
|
|||||
|
Exercisable at end of year
|
|
$
|
|
|||||
|
Vested and expected to vest
|
|
$
|
|
|||||
F - 34
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 13: - |
SHAREHOLDERS' EQUITY (Cont.)
|
|
Year ended December 31, 2025
|
||||||||
|
Number
of shares upon exercise
|
Weighted average share price
|
|||||||
|
Outstanding at beginning of year
|
|
$
|
|
|||||
|
Granted
|
|
$
|
|
|||||
|
Vested
|
(
|
)
|
$
|
|
||||
|
Forfeited
|
(
|
)
|
$
|
|
||||
|
Unvested at end of year
|
|
$
|
|
|||||
As of December 31, 2025, $ 10,725 unrecognized compensation cost related to RSUs is expected to be recognized over a weighted average vesting period of 2.34
As of December 31, 2025, 46,935 Ordinary shares are available for future issuance under the option plans.
The Company granted 1,559,487 and 2,531,837 RSUs in 2025 and 2024 and the weighted-average grant-date fair value of the RSUs granted during the year is $ 6.64 and $ 2.44 , respectively under the 2016 option plan. The fair value of the RSUs vested during the year 2025 and 2024 is $ 17,000 and $ 3,057 , respectively. RSUs vest over a period of between one year to four years , subject to the continued employment of the employee. RSUs that are cancelled or forfeited become available for future grants.
|
c.
|
Private Placements:
|
On June 24, 2025, the Company entered into a definitive securities purchase agreement for a private placement financing, led by financial institutions and investment banking firms. Under the securities purchase agreement, the investors purchased 5,000,000 of the Company’s Ordinary shares at a purchase price of $8 per share. In addition, 1,249,995 Ordinary shares were issued in consideration for the extinguishment of debt owed to Lynrock, in the amount of $8,590 . The proceeds to the Company amounted to $37,691 , net of issuance cost. In July 2025, an additional exercise of the option to purchase shares was completed, resulting in the issuance of 750,000 Ordinary shares for proceeds of $5,670 .
| NOTE 14: - |
TAXES ON INCOME
|
| a. |
Corporate tax rates:
|
The Israeli corporate income tax rate was 23
|
b.
|
Foreign Exchange Regulations:
|
Commencing in taxable year 2012, the Company has elected to measure its taxable income and file its tax return under the Israeli Income Tax Regulations (Principles Regarding the Management of Books of Account of Foreign Invested Companies and Certain Partnerships and the Determination of Their Taxable Income) 1986 ("Foreign Exchange Regulations"). Under the Foreign Exchange Regulations, an Israeli company must calculate its tax liability in U.S. Dollars according to certain rules. The tax liability, as calculated in U.S. Dollars is translated into NIS according to the exchange rate as of December 31st of each year.
F - 35
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 14: - |
TAXES ON INCOME (Cont.)
|
|
c.
|
Pre-tax income (loss) is comprised as follows:
|
|
Year ended
December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Domestic
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Foreign
|
|
|
|
|||||||||
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||
| d. |
A reconciliation of the theoretical tax expenses, assuming all income is taxed at the statutory tax rate applicable to the income of the Company and the actual tax expenses is as follows:
|
|
Year Ended December 31, 2025
|
||||||||
|
Total
|
%
|
|||||||
|
Consolidated pretax income
|
$
|
|
||||||
|
Corporate Statutory Tax Rate
|
|
|
%
|
|||||
|
Foreign tax effects:
|
||||||||
|
Spain
|
||||||||
|
Changes in valuation allowance
|
(
|
)
|
(
|
)%
|
||||
|
Statutory rate difference
|
(
|
)
|
(
|
)%
|
||||
|
Non taxable Grants
|
(
|
)
|
(
|
)%
|
||||
|
Other
|
|
|
%
|
|||||
|
United states:
|
||||||||
|
Share-based payment awards
|
(
|
)
|
(
|
)%
|
||||
|
Change in valuation allowance
|
|
|
%
|
|||||
|
Other
|
(
|
)
|
(
|
)%
|
||||
|
Other foreign jurisdictions
|
|
|
%
|
|||||
|
Changes in valuation allowance
|
(
|
) |
(
|
)%
|
||||
|
Nontaxable or nondeductible:
|
||||||||
|
Goodwill impairment
|
|
|
%
|
|||||
|
Changes in unrecognized tax benefits
|
|
|
%
|
|||||
|
Other Adjustments
|
(
|
)
|
(
|
)%
|
||||
|
Effective tax rate
|
$
|
|
|
%
|
||||
F - 36
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 14: - |
TAXES ON INCOME (Cont.)
|
|
2024
|
2023
|
|||||||
|
Loss before taxes on income
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
Theoretical tax income computed at the Israeli statutory tax rate (23% for the years 2024 and 2023, respectively)
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
Changes in valuation allowance
|
|
|
||||||
|
Write off of prepaid and withholding taxes
|
|
|
||||||
|
Foreign tax rates differences related to subsidiaries
|
|
|
||||||
|
Non-deductible expenses
|
(
|
)
|
(
|
)
|
||||
|
Capital note and inter-company balances release taxes
|
|
|
||||||
|
Other expenses and Exchange rate differences
|
|
(
|
)
|
|||||
|
Non-deductible share-based compensation expense
|
|
|
||||||
|
Change in expense associated with tax positions for current year
|
|
|
||||||
|
Actual tax expense
|
$
|
|
$
|
|
||||
| e. |
Taxes on income
|
Income tax expense is comprised as follows:
|
Year ended December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Current taxes
|
$
|
|
$
|
|
$
|
|
||||||
|
Write off of prepaid and withholding taxes
|
|
|
|
|||||||||
|
Change in expense associated with tax positions for current year
|
|
|
|
|||||||||
|
Other
|
(
|
)
|
|
(
|
)
|
|||||||
|
$
|
|
$
|
|
$
|
|
|||||||
For the year ended December 31, 2025, the total tax paid in cash was $
F - 37
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 14: - |
TAXES ON INCOME (Cont.)
|
Taxes on income by jurisdiction were as follows:
|
Year ended December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Domestic
|
$
|
|
$
|
|
$
|
|
||||||
|
Foreign
|
|
|
|
|||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
||||||
|
Domestic
|
||||||||||||
|
Write off of prepaid and withholding taxes
|
|
|
|
|||||||||
|
Total Domestic
|
$
|
|
$
|
|
$
|
|
||||||
|
Foreign
|
||||||||||||
|
Current taxes
|
$
|
|
$
|
|
$
|
|
||||||
|
Taxes in respect of previous years
|
(
|
)
|
|
(
|
)
|
|||||||
|
Write off of prepaid and withholding taxes
|
|
|
(
|
)
|
||||||||
|
Change in expense associated with tax positions for current year
|
|
|
|
|||||||||
|
Total foreign
|
$
|
|
$
|
|
$
|
|
||||||
|
Total income tax expense (benefit)
|
$
|
|
$
|
|
$
|
|
||||||
|
f.
|
Net operating losses carry forward:
|
The Company has accumulated net operating losses for Israeli tax purposes as of December 31, 2025, in the amount of approximately $ 152,427 , which may be carried forward and offset against taxable income in the future for an indefinite period. As of December 31, 2025, the Company recorded a full valuation allowance with respect to its net deferred tax assets in Allot Ltd. and wrote-off prepaid and withholding taxes of $ 7,064 as the Company does not expect to utilize these tax assets in the near future. In addition, the Company has accumulated capital losses for tax purposes as of December 31, 2025, of approximately $ 25,549 , which may be carried forward and offset against taxable capital gains in the future for an indefinite period. Management currently believes that since the Company has a history of losses, and uncertainty with respect to future taxable income, it is more likely than not that the deferred tax assets regarding the loss carry forwards will not be utilized in the foreseeable future. Thus, a valuation allowance was provided to reduce deferred tax assets to their realizable value.
F - 38
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 14: - |
TAXES ON INCOME (Cont.)
|
The U.S. subsidiary has accumulated losses for U.S. federal income tax return purposes of approximately $ 3,432 and $ 5,535 for state taxes. Part of the federal accumulated losses for tax purposes of $ 1,446 expire until . As of December 31, 2025, the Company recorded a valuation allowance with respect to its deferred tax assets in the US Subsidiary.
A portion of the losses are subject to limitations of Internal Revenue Code, Section 382, which in general provides that utilization of net operating losses is subject to an annual limitation if an ownership change results from transactions increasing the ownership of certain shareholders or public groups in the share of a corporation by more than 50 percentage points over a three-year period. The annual limitations may result in the expiration of losses before utilization.
| g. |
Deferred income taxes:
|
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred income taxes are as follows:
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Deferred tax assets:
|
||||||||
|
Operating and capital loss carryforwards
|
$
|
|
$
|
|
||||
|
Research and development
|
|
|
||||||
|
Employee benefits
|
(
|
)
|
|
|||||
|
Intangible assets
|
|
|
||||||
|
Operating lease liabilities
|
|
|
||||||
|
Stock based compensation expenses
|
|
|
||||||
|
Onerous contract
|
|
|
||||||
|
Prepaid and withholding taxes
|
|
|
||||||
|
Other temporary differences
|
|
|
||||||
|
Deferred tax asset before valuation allowance
|
|
|
||||||
|
Valuation allowance
|
(
|
)
|
(
|
)
|
||||
|
Deferred tax asset net of valuation allowance
|
|
|
||||||
|
Deferred tax liability:
|
||||||||
|
Intangible assets
|
|
|
||||||
|
Operating lease right-of-use assets
|
|
|
||||||
|
Net deferred tax asset
|
$
|
|
$
|
|
||||
F - 39
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 14: - |
TAXES ON INCOME (Cont.)
|
As of December 31, 2025, the Company has provided a valuation allowance of $ 55,619 in respect of the Company’s deferred tax assets resulting from tax loss carryforwards and other temporary differences. Realization of deferred tax assets is dependent upon future earnings, if any, the time and amount of which are uncertain.
As the Company has accumulated net operating losses for Israeli tax purposes as of December 31, 2025, in the amount of approximately $152,427 , so it is more likely than not that sufficient taxable income will not be available for the tax losses to be utilized in the future. Therefore, a valuation allowance was recorded to reduce the deferred tax assets to nil.
Non-Israeli subsidiaries are taxed according to the tax laws in their respective countries of residence. Deferred taxes were not provided for undistributed earnings of the Company’s foreign subsidiaries. Currently, the Company does not intend to distribute any amounts of its undistributed earnings as dividends. Accordingly, no deferred income taxes have been provided in respect of these subsidiaries. If these earnings were distributed to Israel in the form of dividends or otherwise, the Company would be subject to additional Israeli income taxes (subject to an adjustment for foreign tax credits) and foreign withholding taxes.
As of December 31, 2025, the Company have undistributed earnings held by the Company’s foreign subsidiaries are designated as indefinitely reinvested. If these earnings were re-patriated to Israel, they would be subject to income taxes and to an adjustment for foreign tax credits and foreign withholding taxes in the amount of $1,471 . The Company did not recognize deferred taxes liabilities on undistributed earnings of its foreign subsidiaries, as the Company intends to indefinitely reinvest those earnings.
| h. |
As of December 31, 2025, the total gross uncertain tax benefits amounted to $
|
|
Year ended
December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Uncertain tax position, beginning of year
|
$
|
|
$
|
|
$
|
|
||||||
|
Increase related to current years' tax positions
|
|
|
|
|||||||||
|
Increase related to prior years' tax positions
|
|
|
|
|||||||||
|
Decrease due to lapses of statutes limitations
|
|
|
(
|
)
|
||||||||
|
Uncertain tax position, end of year
|
$
|
|
$
|
|
$
|
|
||||||
F - 40
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 14: - |
TAXES ON INCOME (Cont.)
|
The Company conducts business globally and, as a result, the Company or one or more of its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as Israel, France, Spain, Japan and the United States. With a few exceptions, the Company is no longer subject to Israeli tax assessment through the year 2021 and the Spanish and U.S. subsidiaries have final tax assessments through 2020 and 2021, respectively.
| NOTE 15: - |
GEOGRAPHIC AND SEGMENT INFORMATION
|
The Company identifies operating segments in accordance with ASC Topic 280, “Segment Reporting” as components of an entity for which discrete financial information is available and is regularly reviewed by the chief operating decision maker (“CODM”), or decision-making group, in making decisions regarding resource allocation and evaluating financial performance. Our Chief Executive Officer is our chief operating decision maker who evaluates performance and makes operating decisions about allocating resources based on consolidated financial data. Our CODM uses consolidated net income to measure segment profit or loss, to allocate resources and assess performance. Further, the CODM reviews and utilizes functional expenses (cost of revenues, sales and marketing, research and development, and general and administrative) at the consolidated level to manage the Company’s operations, evaluate return on total assets in deciding whether to invest in the development and expansion of our consolidated operations or into strategic transactions, such as acquisitions and capital repurchases.
Allot operates in a single reportable segment. Revenues are based on the location of the Company's channel partners which are considered as end customers, as well as direct customers of the Company:
|
Year ended
December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Europe
|
$
|
|
$
|
|
$
|
|
||||||
|
Asia and Oceania
|
|
|
|
|||||||||
|
Americas
|
|
|
|
|||||||||
|
Middle East and Africa
|
|
|
|
|||||||||
|
$
|
|
$
|
|
$
|
|
|||||||
F - 41
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 15: - |
GEOGRAPHIC AND SEGMENT INFORMATION (Cont.)
|
The following table sets forth the customers that represented 10% or more of the Company’s total revenues in each of the periods set forth below:
|
Year ended
December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
1st Customer
|
|
|
|
%
|
||||||||
|
|
|
|
%
|
|||||||||
A total percentage of 63 %, 64 % and 77 % of the Company’s revenues for the years ended December 31, 2025, 2024 and 2023, respectively are attributed to network intelligence solutions, while 37 %, 36 % and 23 % are attributed to security solutions for the years ended December 31, 2025, 2024 and 2023, respectively.
The following presents total long-lived assets, including property, plant, and equipment and right-of-use assets, as of December 31, 2025 and 2024:
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Long-lived assets:
|
||||||||
|
Israel
|
$
|
|
$
|
|
||||
|
Other
|
|
|
||||||
|
$
|
|
$
|
|
|||||
| NOTE 16: - |
FINANCIAL INCOME (EXPENSES), NET
|
|
Year ended
December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Financial income:
|
||||||||||||
|
Interest income
|
$
|
|
$
|
|
$
|
|
||||||
|
Amortization/accretion of premium/discount on marketable securities, net
|
|
|
|
|||||||||
|
Gain on sales of securities
|
|
|
|
|||||||||
|
Exchange rate differences and other
|
|
|
|
|||||||||
|
Financial expenses:
|
||||||||||||
|
Exchange rate differences and other
|
|
|
|
|||||||||
|
Institutions interest Expenses
|
|
|
|
|||||||||
|
$
|
|
$
|
|
$
|
|
|||||||
F - 42
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
|
NOTE 17: -
|
CONVERTIBLE NOTES
|
On February 14, 2022, the Company issued to Lynrock Lake Master Fund LP a senior unsecured promissory note in an aggregate principal amount of $40,000 (the “Note”). The Note is convertible into the company's ordinary shares atan initial conversion rate of 97.0874 ordinary shares per $1,000 of the principal amount being converted (based on an initial conversion price equal to $10.30 per ordinary share). The conversion price decreases by up to two $1 increments if the company elects to extend the maturity of the Note by up to two successive years following the initial maturity date of February 14, 2025. On November 4, 2024, the Company notified Lynrock Lake Master Fund LP extending the maturity till February 14, 2026
As of the issuing date, the company recorded the issuance costs related to the Note in amount of $596 as a deduction of the liability which amortized over 3 years with an annual effective interest rate of the net liability is 0.14 %.
The company recorded amortization expenses related to the issuance costs during the year ended December 31, 2025, and 2024 in the amounts of $ 27 and $ 200 , respectively.
The note was fully redeemed in June 2025 in connection with a public offering of the Company’s ordinary shares. As a result, the Company recognized a loss from extinguishment in the amount of $1,410 . See note 13(c) for further information.
|
NOTE 18: -
|
RELATED PARTIES BALANCES AND TRANSACTIONS
|
In February 2022, the Company issued to Lynrock Lake Master Fund LP (“Lynrock”) the Company’s largest shareholder, an unsecured promissory note in an aggregate amount of $40,000 (see note 17).
F - 43
EXHIBIT 2.2
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES ACT OF 1934
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES ACT OF 1934
The following description sets forth certain material terms and provisions of Allot Ltd.’s (the “Company”) securities that are registered under Section 12 of the Securities
Exchange Act of 1934, as amended.
DESCRIPTION OF SHARE CAPITAL
This description summarizes relevant provisions of the Israeli Companies Law, 5759-1999, or the Companies Law. The following summary does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, the applicable provisions of the Companies Law and the Company’s articles of association, a copy of which is incorporated by reference as an exhibit to the Annual Report on Form 20-F of
which this Exhibit 2.2 is a part. The Company encourages you to read its articles of association and the applicable provisions of the Companies Law for additional information.
Ordinary Shares
Our authorized share capital consists of 200,000,000 ordinary shares, par value ILS 0.10 per share. As of March 6, 2026, we had 48,923,099 ordinary shares outstanding. All
outstanding ordinary shares are validly issued, fully paid and non-assessable. Our ordinary shares are listed under the symbol “ALLT” on the NASDAQ Stock Market and on the Tel Aviv Stock Exchange (“TASE”).
The rights attached to the ordinary shares are as follows:
Voting. Holders of our ordinary shares have one vote for each ordinary share held on all matters submitted to a vote of shareholders at
a shareholder meeting. Shareholders may vote at shareholder meeting either in person, by proxy or by written ballot. Shareholder voting rights may be affected by the grant of any special voting rights to the holders of a class of shares with
preferential rights that may be authorized in the future.
Transfer of Shares. Fully paid ordinary shares are issued in registered form and may be freely transferred under our articles of
association unless the transfer is restricted or prohibited by another instrument, Israeli law or the rules of a stock exchange on which the shares are traded.
Election of Directors. Our ordinary shares do not have cumulative voting rights for the election of directors. Rather, under our
articles of association our directors are elected by the holders of a simple majority of our ordinary shares at a general shareholder meeting. As a result, the holders of our ordinary shares that represent more than 50% of the voting power
represented at a shareholder meeting have the power to elect any or all of our directors whose positions are being filled at that meeting, subject to the special approval requirements for outside directors.
Outside directors are elected by a majority vote at a shareholders’ meeting, provided that either:
|
•
|
the majority of shares voted at the meeting, including at least a majority of the shares of non-controlling shareholder(s) and shareholders who do not have a personal interest in the
election of the outside director (other than a personal interest that does not result from the shareholder’s relationship with a controlling shareholder), voted at the meeting, excluding abstentions, vote in favor of the election of the
outside director; or
|
|
•
|
the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in the election of the outside director (excluding a personal interest that
does not result from the shareholder’s relationship with a controlling shareholder) voted against the election of the outside director does not exceed two percent of the aggregate voting rights in the company.
|
Dividend and Liquidation Rights. Under the Companies Law, shareholder approval is not required for the declaration of a dividend, unless
the company’s articles of association provide otherwise. Our articles of association provide that our board of directors may declare and distribute a dividend to be paid to the holders of ordinary shares without shareholder approval in proportion
to the paid up capital attributable to the shares that they hold. Dividends may be paid only out of profits legally available for distribution, as defined in the Companies Law, provided that there is no reasonable concern that the payment of a
dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. If we do not have profits legally available for distribution, we may seek the approval of the court to distribute a dividend. The court may
approve our request if it is convinced that there is no reasonable concern that a payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due.
In the event of our liquidation, after satisfaction of liabilities to creditors, our assets will be distributed to the holders of ordinary shares in proportion to the paid up
capital attributable to the shares that they hold. Dividend and liquidation rights may be affected by the grant of preferential dividend or distribution rights to the holders of a class of shares with preferential rights that may be authorized in
the future.
Shareholder Meetings
We are required to convene an annual general meeting of our shareholders once every calendar year within a period of not more than 15 months following the preceding annual general meeting. Our board
of directors may convene a special general meeting of our shareholders and is required to do so at the request of two directors or one quarter of the members of our board of directors or, as we are a Nasdaq-listed company at the request of one or
more holders of 10% or more of our share capital and 1% of our voting power or the holder or holders of 10% or more of our voting power. All shareholder meetings require prior notice of at least 21 days. The chairperson of our board of directors,
or any other person appointed by the board of directors, presides over our general meetings. In the absence of the chairperson of the board of directors or such other person, one of the members of the board designated by a majority of the directors
presides over the meeting. If no director is designated to preside as chairperson, then the shareholders present will choose one of the shareholders present to be chairperson. Subject to the provisions of the Companies Law and the regulations
promulgated thereunder, shareholders entitled to participate and vote at general meetings are the shareholders of record on a date to be decided by the board of directors, which, as we are a Nasdaq-listed company, may be between four and 60 days
prior to the date of the meeting.
Quorum
The quorum required for a meeting of shareholders consists of at least two shareholders present in person, by proxy or by written ballot, who hold or represent between them at
least 25% of our voting power. A meeting adjourned for lack of a quorum generally is adjourned to the same day in the following week at the same time and place or any time and place as the directors designate in a notice to the shareholders. At
the reconvened meeting, the required quorum consists of at least two shareholders present, in person, by proxy or by written ballot, who hold or represent between them at least 10% of our voting power, provided that if the meeting was initially
called pursuant to a request by our shareholders, then the quorum required must include at least the number of shareholders entitled to call the meeting.
Resolutions
An ordinary resolution requires approval by the holders of a simple majority of the voting rights represented at the meeting, in person, by proxy or by written ballot, and voting
on the resolution.
Under the Companies Law, unless otherwise provided in the articles of association or applicable law, all resolutions of the shareholders require a simple majority. A resolution
for the voluntary winding up of the company requires the approval by holders of at least 75% of the voting rights represented at the meeting, in person, by proxy or by written ballot, and voting on the resolution. Under our articles of association
(1) certain shareholders’ resolutions require the approval of a special majority of the holders of at least 75% of the voting rights represented at the meeting, in person, by proxy or by written ballot, and voting on the resolution, and (2) certain
shareholders’ resolutions require the approval of a special majority of the holders of at least two-thirds of the voting securities of the company then outstanding.
Access to Corporate Records
Under the Companies Law, all shareholders generally have the right to review minutes of our general meetings, our shareholder register, including with respect to material
shareholders, our articles of association, our financial statements and any document we are required by law to file publicly with the Israeli Companies Registrar. Any shareholder who specifies the purpose of its request may request to review any
document in our possession that relates to any action or transaction with a related party which requires shareholder approval under the Companies Law. We may deny a request to review a document if we determine that the request was not made in good
faith, that the document contains a commercial secret or a patent or that the document’s disclosure may otherwise impair our interests.
Acquisitions under Israeli Law
Full Tender Offer. A person wishing to acquire shares of a public Israeli company and who would as a result hold over 90% of the target
company’s issued and outstanding share capital is required by the Companies Law to make a tender offer for the purchase of all of the issued and outstanding shares of the company. If the shareholders who do not accept the offer hold less than 5%
of the issued and outstanding share capital of the company, and more than half of the offerees who do not have a personal interest in the tender offer accept the tender offer, all of the shares that the acquirer offered to purchase will be
transferred to the acquirer by operation of law. Notwithstanding the above, if the shareholders who do not accept the offer hold less than 2% of the issued and outstanding share capital of the company or of the applicable class, the offer will
nonetheless be accepted. However, a shareholder that had its shares so transferred may, within six months from the date of acceptance of the tender offer, petition the court to determine that the tender offer was for less than fair value and that
the fair value should be paid as determined by the court. The bidder may provide in its tender offer that any accepting shareholder may not petition the court for fair value, but such condition will not be valid unless all of the information
required under the Companies Law was provided prior to the acceptance date. The description above regarding a full tender offer also applies, with certain limitations, when a full tender offer for the purchase of all of the company’s securities is
accepted.
Special Tender Offer. The Companies Law provides, subject to certain exceptions, that an acquisition of shares of a public Israeli
company must be made by means of a “special tender offer” if, as a result of the acquisition, the purchaser would become a holder of at least 25% of the voting rights in the company. This rule does not apply if there is already another holder of
at least 25% of the voting rights in the company. Similarly, the Companies Law provides that an acquisition of shares in a public company must be made by means of a tender offer if, as a result of the acquisition, the purchaser would become a
holder of more than 45% of the voting rights in the company, and there is no other shareholder of the company who holds more than 45% of the voting rights in the company. The special tender offer may be consummated subject to certain majority
requirements set forth in the Companies Law, and provided further that at least 5% of the voting rights attached to the company’s outstanding shares will be acquired by the party making the offer.
Merger. The Companies Law permits merger transactions between two Israeli companies if approved by each party’s board of directors and a
certain percentage of each party’s shareholders. Following the approval of the board of directors of each of the merging companies, the boards must jointly prepare a merger proposal for submission to the Israeli Registrar of Companies.
Under the Companies Law, if the approval of a general meeting of the shareholders is required, merger transactions may be approved by the holders of a simple majority of our
shares present, in person, by proxy or by written ballot, at a general meeting of the shareholders and voting on the transaction. In determining whether the required majority has approved the merger, if shares of the company are held by the other
party to the merger, by any person holding at least 25% of the voting rights, or 25% of the means of appointing directors or the general manager of the other party to the merger, then a vote against the merger by holders of the majority of the
shares present and voting, excluding shares held by the other party or by such person, or any person or entity acting on behalf of, related to or controlled by either of them, is sufficient to reject the merger transaction. In certain
circumstances, a court may still approve the merger upon the request of holders of at least 25% of the voting rights of a company, if the court holds that the merger is fair and reasonable, taking into account the value of the parties to the merger
and the consideration offered to the shareholders.
The Companies Law provides for certain requirements and procedures that each of the merging companies is to fulfill. In addition, a merger may not be completed unless at least
fifty days have passed from the date that a proposal for approval of the merger was filed with the Israeli Registrar of Companies and thirty days from the date that shareholder approval of both merging companies was obtained.
Anti-Takeover Measures
Undesignated preferred shares. The Companies Law allows us to create and issue shares having rights different from those attached to our
ordinary shares, including shares providing certain preferred or additional rights with respect to voting, distributions or other matters and shares having preemptive rights. We do not have any authorized or issued shares other than ordinary
shares. In the future, if we do create and issue a class of shares other than ordinary shares, such class of shares, depending on the specific rights that may be attached to them, may delay or prevent a takeover or otherwise prevent our
shareholders from realizing a potential premium over the market value of their ordinary shares. The authorization of a new class of shares will require an amendment to our articles of association which requires the prior approval of a simple
majority of our shares represented and voted at a general meeting. In addition, we undertook towards the TASE that, as long as our shares are registered for trading with the TASE we will not issue or authorize shares of any class other than the
class currently registered with the TASE, unless such issuance is in accordance with certain provisions of the Israeli Securities Law determining that a company registering its shares for trade on the TASE may not have more than one class of shares
for a period of one year following registration with the TASE, and following such period the company is permitted to issue preferred shares if the preference of those shares is limited to a preference in the distribution of dividends and the
preferred shares have no voting rights.
Supermajority voting. Our articles of association require the approval of the holders of at least two-thirds of our combined voting
power to effect certain amendments to our articles of association.
Classified board of directors. Under our articles of association, our directors (other than the outside directors, whose appointments
are required under the Companies Law) are divided into three classes. Each class of directors consists, as nearly as possible, of one-third of the total number of directors constituting the entire board of directors (other than the outside
directors). At each annual general meeting of our shareholders, the election or re-election of directors following the expiration of the term of office of that class of directors is for a term of office that expires on the third annual general
meeting following such election or re-election, such that each year the term of office of only one class of directors will expire.
The directors (other than the outside directors) are elected by a vote of the holders of a majority of the voting power present and voting at the meeting. Each director will
hold office until the annual general meeting of our shareholders for the year in which his or her term expires and until his or her successor is duly elected and qualified, unless the tenure of such director expires earlier pursuant to the
Companies Law or unless he or she resigns or is removed from office.
The initial term of an outside director is three years, and he or she may be reelected to up to two additional terms of three years each at a shareholders’ meeting, subject to
the voting threshold set forth above. Thereafter, an outside director may be reelected for additional periods of up to three years each, only if the company’s audit committee and board of directors confirm that, in light of the outside director’s
expertise and special contribution to the work of the board of directors and its committees, the reelection for such additional period is beneficial to the company.
Exhibit 4.2
ALLOT COMMUNICATIONS LTD.
2016 INCENTIVE COMPENSATION PLAN
2016 INCENTIVE COMPENSATION PLAN
Allot Communications Ltd., an Israeli corporation (the “Company”), has adopted the Allot Communications Ltd. 2016 Incentive Compensation Plan (the “Plan”) for the
benefit of non-employee directors of the Company, officers and eligible employees and consultants of the Company and any Subsidiaries and Affiliates (as each term is defined below), as follows:
ARTICLE I.
ESTABLISHMENT; PURPOSES; AND DURATION
ESTABLISHMENT; PURPOSES; AND DURATION
1.1. Establishment of the Plan. This incentive compensation plan, to be known as the “Allot Communications Ltd. 2016 Incentive Compensation Plan” (the “Plan”) as
set forth in this document, amends and restates the Allot Communications Ltd. 2006 Incentive Compensation Plan. The Plan permits the grant of Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units,
Performance Shares, Cash-Based Awards and Other Stock-Based Awards. The Plan was adopted by the Board of Directors (as defined below) on October 29, 2006 and amended and restated effective as of October 28, 2016 (the "Effective Date").
1.2. Purposes of the Plan. The purposes of the Plan are to provide additional incentives to non-employee directors of the Company and to those officers, employees
and consultants of the Company, Subsidiaries and Affiliates whose substantial contributions are essential to the continued growth and success of the business of the Company and the Subsidiaries and Affiliates, in order to strengthen their commitment
to the Company and the Subsidiaries and Affiliates, and to attract and retain competent and dedicated individuals whose efforts will result in the long-term growth and profitability of the Company and to further align the interests of such
non-employee directors, officers, employees and consultants with the interests of the shareholders of the Company. To accomplish such purposes, the Plan provides that the Company may grant Stock Options, Stock Appreciation Rights, Restricted Stock,
Restricted Stock Units, Performance Units, Performance Shares, Cash-Based Awards and Other Stock-Based Awards.
1.3. Duration of the Plan. The Plan shall commence on the Effective Date, as described in Section 1.1, and shall remain in effect, subject to the right of the Board
of Directors to amend or terminate the Plan at any time pursuant to Article XV, until all Shares subject to it shall have been delivered, and any restrictions on such Shares have lapsed, pursuant to the Plan’s provisions. However, in no event may an
Award be granted under the Plan on or after ten years from the Effective Date.
ARTICLE II.
DEFINITIONS
DEFINITIONS
Whenever used in the Plan, the fol-lowing terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized:
2.1. “Affiliate” means any entity other than the Company and any Subsidiary that is affiliated with the Company through stock or equity ownership or otherwise and is
designated as an Affiliate for purposes of the Plan by the Committee.
2.2. “Assumed” means that pursuant to a transaction resulting in a Change of Control, either (a) the Award is expressly affirmed by the Company or (b) the
contractual obligations represented by the Award are expressly assumed (and not simply by operation of law) by the surviving or successor corporation or entity to the Company, or any parent or subsidiary of either thereof, or any other corporation or
entity that is a party to the transaction resulting in the Change of Control, in connection with such Change of Control, with appropriate adjustments to the number and kind of securities of such surviving or successor corporation or entity, or such
other applicable parent, subsidiary, corporation or entity, subject to the Award and the exercise or purchase price thereof, which preserves the compensation element of the Award existing at the time of such Change of Control transaction, and
provides for subsequent payout in accordance with the same (or more favorable) payment and vesting schedule applicable to such Award, as determined in accordance with the instruments evidencing the agreement to assume the Award. The determination
of Award comparability for this purpose shall be made by the Committee, and its determination shall be final, binding and conclusive.
2.3. “Award” means, individually or collectively, a grant under the Plan of Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock
Units, Performance Shares, Performance Units, Cash-Based Awards, and Other Stock-Based Awards.
2.4. “Award Agreement” means either: (a) a written agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an
Award granted under the Plan, or (b) a written or electronic statement issued by the Company to a Participant describing the terms and provisions of such Award, including any amendment or modification thereof. The Committee may provide for the use
of electronic, internet or other non-paper Award Agreements, and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant.
2.5. “Beneficial Ownership” (including correlative terms) shall have the meaning given such term in Rule 13d-3 promulgated under the Exchange Act.
2.6. “Board” or “Board of Directors” means the Board of Directors of the Company.
2.7. “Cash-Based Award” means an Award granted to a Participant, as described in Article IX.
2.8. “Cause” shall have the definition given to such term in a Participant’s Award Agreement, or in the absence of any such definition, as determined in good faith
by the Committee.
2.9. “Change of Control” means the occurrence of any of the following:
(a) an acquisition in one transaction or a series of related transactions (other than directly from the Company or pursuant to Awards granted under the Plan or compensatory
options or other similar awards granted by the Company) by any Person of any Voting Securities of the Company, immediately after which such Person has Beneficial Ownership of fifty percent (50%) or more of the combined voting power of the Company’s
then outstanding Voting Securities; provided, however, that in determining whether a Change of Control has occurred pursuant to this Section 2.9(a), Voting Securities of the Company which are acquired in a Non-Control Acquisition
shall not constitute an acquisition that would cause a Change of Control; or
(b) the consummation of any merger, consolidation, recapitalization or reorganization involving the Company unless:
(i) the shareholders of the Company, immediately before such merger, consolidation, recapitalization or reorganization, own, directly or indirectly,
immediately following such merger, consolidation, recapitalization or reorganization, more than fifty percent (50%) of the combined voting power of the outstanding Voting Securities of the corporation resulting from such merger or consolidation or
reorganization (the “Company Surviving Corporation”) in substantially the same proportion as their ownership of the Voting Securities of the Company immediately before such merger, consolidation, recapitalization or reorganization; and
(ii) the individuals who were members of the Board immediately prior to the execution of the agreement providing for such merger, consolidation,
recapitalization or reorganization constitute at least a majority of the members of the board of directors of the Company Surviving Corporation, or a corporation Beneficially Owning, directly or indirectly, a majority of the voting securities of the
Company Surviving Corporation, and
(iii) no Person, other than (A) the Company, (B) any Related Entity, (C) any employee benefit plan (or any trust forming a part thereof)
that, immediately prior to such merger, consolidation, recapitalization or reorganization, was maintained by the Company, the Company Surviving Corporation, or any Related Entity or (D) any Person who, together with its Affiliates, immediately prior
to such merger, consolidation, recapitalization or reorganization had Beneficial Ownership of fifty percent (50%) or more of the then outstanding Voting Securities of the Company, owns, together with its Affiliates, Beneficial Ownership of fifty
percent (50%) or more of the combined voting power of the Company Surviving Corporation’s then outstanding Voting Securities
(a transaction described in clauses (d)(i) through (d)(iii) above is referred to herein as a “Non-Control Transaction”); or
(c) any sale, lease, exchange, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets or business
of the Company to any Person (other than (A) a transfer or distribution to a Related Entity, or (B) a transfer or distribution to the Company’s shareholders of the stock of a Related Entity or any other assets).
Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of fifty percent (50%) or more of
the combined voting power of the then outstanding Voting Securities of the Company as a result of the acquisition of Voting Securities of the Company by the Company which, by reducing the number of Voting Securities of the Company then outstanding,
increases the proportional number of shares Beneficially Owned by the Subject Persons, provided that if a Change of Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the
Company and (1) before such share acquisition by the Company the Subject Person becomes the Beneficial Owner of any new or additional Voting Securities of the Company in a related transaction or (2) after such share acquisition by the Company the
Subject Person becomes the Beneficial Owner of any new or additional Voting Securities of the Company which in either case increases the percentage of the then outstanding Voting Securities of the Company Beneficially Owned by the Subject Person,
then a Change of Control shall be deemed to occur.
Solely for purposes of this Section 2.9, (1) “Affiliate” shall mean, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common
control with, such Person, and (2) “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise. Any Relative (for this purpose, “Relative” means a spouse, child, parent, parent
of spouse, sibling or grandchild) of an individual shall be deemed to be an Affiliate of such individual for this purpose. None of the Company or any Person controlled by the Company shall be deemed to be an Affiliate of any holder of Shares.
2.10. “Committee” means the Compensation Committee of the Board of Directors or a subcommittee thereof, or such other committee designated by the Board to administer
the Plan. Corporate Law defined the provisions applicable to the Compensation Committee]
2.11. “Company Surviving Corporation” has the meaning provided in Section 2.9(b)(i).
2.12. “Consultant” means an independent contractor who performs services for the Company or a Subsidiary or Affiliate in a capacity other than as an Employee or
Director.
2.13. “Director” means any individual who is a member of the Board of Directors of the Company.
2.14. “Dividend Equivalents” means the equivalent value (in cash or Shares) of dividends that would otherwise be paid on the
Shares subject to an Award but that have not been issued or delivered, as described in Article XI.
2.15. “Effective Date” shall have the meaning ascribed to such term in Section 1.1.
2.16. “Employee” means any person designated as an employee of the Company, a Subsidiary and/or an Affiliate on the payroll records thereof. An Employee shall not
include any individual during any period he or she is classified or treated by the Company, a Subsidiary or an Affiliate as an independent contractor, a Consultant, or any employee of an employment, consulting, or temporary agency or any other entity
other than the Company, a Subsidiary and/or an Affiliate without regard to whether such individual is subsequently determined to have been, or is subsequently retroactively reclassified as a common-law employee of the Company, a Subsidiary and/or an
Affiliate during such period. As further provided in Section 18.4, for purposes of the Plan, upon approval by the Committee, the term Employee may also include Employees whose employment with the Company, a Subsidiary or an Affiliate has been
terminated subsequent to being granted an Award under the Plan. For the avoidance of doubt, a Director who would otherwise be an “Employee” within the meaning of this Section 2.16 shall be considered an Employee for purposes of the Plan.
2.17. “Exchange Act” means the Securities Exchange Act of 1934, as it may be amended from time to time, including the rules and regulations promulgated thereunder
and successor provisions and rules and regulations thereto.
2.18. “Fair Market Value” means (i) If the Shares are listed on any established Share exchange or a national market system, including without limitation the Tel-Aviv
Share Exchange, the NASDAQ National Market system, or the NASDAQ SmallCap Market of the NASDAQ Share Market, the Fair Market Value shall be the closing sales price for such Shares (or the closing bid, if no sales were reported), as quoted on such
exchange or system for the last market trading day prior to time of determination, as reported in the Wall Street Journal, or such other source as the Board deems reliable; (ii) If the Shares are regularly quoted by a recognized securities dealer but
selling prices are not reported, the Fair Market Value shall be the mean between the high bid and low asked prices for the Shares on the last market trading day prior to the day of determination, or; (iii) In the absence of an established market for
the Shares, the Fair Market Value thereof shall be determined in good faith by the Board.
2.19. “Fiscal Year” means the calendar year, or such other consecutive twelve-month period as the Committee may select.
2.20. “Freestanding SAR” means a SAR that is granted independently of any Options, as described in Article VII.
2.21. “Good Reason” shall have the definition given such term in a Participant’s Award Agreement, or in the absence of any such definition, as determined in good
faith by the Committee.
2.22. “Grant Price” means the price established at the time of grant of a SAR pursuant to Article VII, used to determine
whether there is any payment due upon exercise of the SAR.
2.23. “Insider” means an individual who is, on the relevant date, an officer, director or ten percent (10%) Beneficial Owner of any class of the Company’s equity
securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Committee in accordance with Section 16 of the Exchange Act.
2.24. “Non-Control Acquisition” means an acquisition (whether by merger, stock purchase, asset purchase or otherwise) by (a) an employee benefit plan (or a trust
forming a part thereof) maintained by (i) the Company or (ii) any corporation or other Person of which fifty percent (50%) or more of its total value or total voting power of its Voting Securities or equity interests is owned, directly or indirectly,
by the Company (a “Related Entity”); (b) the Company or any Related Entity; (c) any Person in connection with a Non-Control Transaction; or (d) any Person that owns, together with its Affiliates, Beneficial Ownership of fifty percent (50%) or
more of the outstanding Voting Securities of the Company on the Effective Date.
2.25. “Non-Control Transaction” shall have the meaning provided in Section 2.9(b).
2.26. “Non-Employee Director” means a Director who is not an Employee.
2.27. “Notice” means notice provided by a Participant to the Company in a manner prescribed by the Committee.
2.28. “Option” or “Stock Option” means a Stock Option, as described in Article VI.
2.29. “Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.
2.30. “Other Stock-Based Award” means an equity-based or equity-related Award described in Section 10.1, granted in accordance with the terms and conditions set
forth in Article X.
2.31. “Participant” means any eligible Person as set forth in Article V who holds one or more outstanding Awards.
2.32. “Performance Period” means the period of time during which the performance goals must be met in order to determine the degree of payout and/or vesting with
respect to, or the amount or entitlement to, an Award.
2.33. “Performance Share” means an Award of a performance share granted to a Participant, as described in Article IX.
2.34. “Performance Unit” means an Award of a performance unit granted to a Participant, as described in Article IX.
2.35. “Period of Restriction” means the period during which Shares of Restricted Stock or Restricted Stock Units are subject to a substantial risk of forfeiture,
and, in the case of Restricted Stock, the transfer of Shares of Restricted Stock is limited in some way, as provided in Article VIII.
2.36. “Person” means “person” as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act, including any individual, corporation, limited
liability company, partnership, trust, unincorporated organization, government or any agency or political subdivision thereof, or any other entity or any group of persons.
2.37. “Prior Option Plans” means the Allot Communications Ltd. Stock Option Plan (2003), the Allot Communications Ltd. Key Employees Share Incentive Plan and the
Allot Communications Ltd. Key Employees of subsidiaries and consultants Share Incentive Plan.
2.38. “Replaced” means that pursuant to a transaction resulting in a Change of Control, the Award is replaced with a comparable stock award or a cash incentive
program by the Company, the surviving or successor corporation or entity to the Company, or any parent or subsidiary of either thereof, or any other corporation or entity that is a party to the transaction resulting in the Change of Control, in
connection with such Change of Control, which preserves the compensation element of the Award existing at the time of such Change of Control transaction, and provides for subsequent payout in accordance with the same (or more favorable) payment and
vesting schedule applicable to such Award, as determined in accordance with the instruments evidencing the agreement to assume the Award. The determination of Award comparability for this purpose shall be made by the Committee, and its determination
shall be final, binding and conclusive.
2.39. “Restricted Stock” means an Award granted to a Participant pursuant to Article VIII.
2.40. “Restricted Stock Unit” means an Award, whose value is equal to a Share, granted to a Participant pursuant to Article VIII.
2.41. “Rule 16b-3” means Rule 16b-3 under the Exchange Act, or any successor rule, as the same may be amended from time to time.
2.42. “Securities Act” means the Securities Act of 1933, as it may be amended from time to time, including the rules and regulations promulgated thereunder and
successor provisions and rules and regulations thereto.
2.43. “Share” means an Ordinary Share, par value NIS0.10 per share, of the Company (including any new, additional or different stock or securities resulting from any
change in corporate capitalization as listed in Section 4.2).
2.44. “Stock Appreciation Right” or “SAR” means an Award, granted alone (a “Freestanding SAR”) or in connection with a related Option (a “Tandem SAR”),
designated as an SAR, pursuant to the terms of Article VII.
2.45. “Subject Person” has the meaning provided in Section 2.9.
2.46. “Subsidiary” means any present or future corporation which is or would be a “subsidiary corporation” of the Company as determined by the Committee.
2.47. “Substitute Awards” means Awards granted or Shares issued by the Company in assumption of, or in substitution or
exchange for, options or other awards previously granted, or the right or obligation to grant future options or other awards, by a company acquired by the Company, a Subsidiary and/or an Affiliate or with which the Company, a Subsidiary and/or an
Affiliate combines, or otherwise in connection with any merger, consolidation, acquisition of property or stock, or reorganization involving the Company, a Subsidiary or an Affiliate.
2.48. “Tandem SAR” means an SAR that is granted in connection with a related Option pursuant to Article VII.
2.49. “Termination” means the time when a Participant ceases the performance of services for the Company, any Affiliate or Subsidiary, as applicable, for any reason,
with or without Cause, including a Termination by resignation, discharge, death, Disability or Retirement, but excluding (a) a Termination where there is a simultaneous reemployment (or commencement of service) or continuing employment (or service)
of a Participant by the Company, Affiliate or any Subsidiary, (b) at the discretion of the Committee, a Termination that results in a temporary severance, (c) at the discretion of the Committee, a Termination of an Employee that is immediately
followed by the Participant’s service as a Non-Employee Director or Consultant.
2.50. “Voting Securities” shall mean, with respect to any Person that is a corporation, all outstanding voting securities of such Person entitled to vote generally
in the election of the board of directors of such Person.
ARTICLE III.
ADMINISTRATION
ADMINISTRATION
3.1. General. The Committee shall have exclusive authority to operate, manage and administer the Plan in accordance with its terms and conditions. Notwithstanding
the foregoing, in its absolute discretion, the Board may at any time and from time to time exercise any and all rights, duties and responsibilities of the Committee under the Plan, including establishing procedures to be followed by the Committee,
but excluding matters which under any applicable law, regulation or rule, including any exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3), are required to be determined in the sole discretion of the Committee. If and to the
extent that the Committee does not exist or cannot function, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee, subject to the limitations set forth in the immediately preceding sentence.
3.2. Committee. The members of the Committee shall be appointed from time to time by, and shall serve at the discretion of, the Board of Directors.
3.3. Authority of the Committee. The Committee shall have full discretionary authority to grant or, when so restricted by applicable law, recommend the Board to
grant, pursuant to the terms of the Plan, Awards to those individuals who are eligible to receive Awards under the Plan. Except as limited by law or by the Articles of Association of the Company, and subject to the provisions herein, the Committee
shall have full power, in accordance with the other terms and provisions of the Plan, to:
(a) select Employees, Non-Employee Directors and Consultants who may receive Awards under the Plan and become Participants;
(b) determine eligibility for participation in the Plan and decide all questions concerning eligibility for, and the amount of, Awards under the Plan;
(c) determine the sizes and types of Awards;
(d) determine the terms and conditions of Awards, including the Option Prices of Options and the Grant Prices of SARs;
(e) grant Awards as an alternative to, or as the form of payment for grants or rights earned or payable under, other bonus or compensation plans, arrangements or policies
of the Company or a Subsidiary or Affiliate;
(f) grant Substitute Awards on such terms and conditions as the Committee may prescribe;
(g) make all determinations under the Plan concerning Termination of any Participant’s employment or service with the Company or a Subsidiary or Affiliate, including
whether such Termination occurs by reason of Cause, Good Reason, disability, retirement or in connection with a Change of Control and whether a leave constitutes a Termination;
(h) construe and interpret the Plan and any agreement or instru-ment entered into under the Plan, including any Award Agreement;
(i) establish and administer any terms, conditions, restrictions, limitations, forfeiture, vesting or exercise schedule, and other provisions of or relating to any Award;
(j) establish and administer any performance goals in connection with any Awards, including performance criteria and applicable Performance Periods, determine the extent
to which any performance goals and/or other terms and conditions of an Award are attained or are not attained;
(k) construe any ambiguous provisions, correct any defects, supply any omissions and reconcile any inconsistencies in the Plan and/or any Award Agreement or any other
instrument relating to any Awards;
(l) establish, adopt, amend, waive and/or rescind rules, regulations, procedures, guidelines, forms and/or instruments for the Plan’s operation or administration;
(m) make all valuation determinations relating to Awards and the payment or settlement thereof;
(n) grant waivers of terms, conditions, restrictions and limitations under the Plan or applicable to any Award, or accelerate the vesting or exercisability of any Award;
(o) subject to the provisions of Article XV, amend or adjust the terms and conditions of any outstanding Award and/or adjust the number and/or class of shares of stock
subject to any outstanding Award;
(p) at any time and from time to time after the granting of an Award, specify such additional terms, conditions and restrictions with respect to such Award as may be deemed
necessary or appropriate to ensure compliance with any and all applicable laws or rules, including terms, restrictions and conditions for compliance with applicable securities laws or listing rules, methods of withholding or providing for the payment
of required taxes and restrictions regarding a Participant’s ability to exercise Options through a cashless (broker-assisted) exercise;
(q) offer to buy out an Award previously granted, based on such terms and conditions as the Committee shall establish with and communicate to the Participant at the time
such offer is made;
(r) determine whether, and to what extent and under what circumstances Awards may be settled in cash, Shares or other property or canceled or suspended; and
(s) exercise all such other authorities, take all such other actions and make all such other determinations as it deems necessary or advisable for the proper operation
and/or administration of the Plan.
3.4. Award Agreements. The Committee shall, subject to applicable laws and rules, determine the date an Award is granted. Each Award shall be evidenced by an Award
Agreement; however, two or more Awards granted to a single Participant may be combined in a single Award Agreement. An Award Agreement shall not be a precondition to the granting of an Award; provided, however, that (a) the
Committee may, but need not, require as a condition to any Award Agreement’s effectiveness, that such Award Agreement be executed on behalf of the Company and/or by the Participant to whom the Award evidenced thereby shall have been granted
(including by electronic signature or other electronic indication of acceptance), and such executed Award Agreement be delivered to the Company, and (b) no person shall have any rights under any Award unless and until the Participant to whom such
Award shall have been granted has complied with the applicable terms and conditions of the Award. The Committee shall prescribe the form of all Award Agreements, and, subject to the terms and conditions of the Plan, shall determine the content of
all Award Agreements. Any Award Agreement may be supplemented or amended in writing from time to time as approved by the Committee; provided that the terms and conditions of any such Award Agreement as supplemented or amended are not
inconsistent with the provisions of the Plan. In the event of any dispute or discrepancy concerning the terms of an Award, the records of the Committee or its designee shall be determinative.
3.5. Discretionary Authority; Decisions Binding. The Committee shall have full discretionary authority in all matters related to the discharge of its
responsibilities and the exercise of its authority under the Plan. All determinations, decisions, actions and interpretations by the Committee with respect to the Plan and any Award Agreement, and all related orders and resolutions of the Committee
shall be final, conclusive and binding on all Participants, the Company and its shareholders, any Subsidiary or Affiliate and all persons having or claiming to have any right or interest in or under the Plan and/or any Award Agreement. The Committee
shall consider such factors as it deems relevant to making or taking such decisions, determinations, actions and interpretations, including the recommendations or advice of any Director or officer or employee of the Company, any director, officer or
employee of a Subsidiary or Affiliate and such attorneys, consultants and accountants as the Committee may select. A Participant or other holder of an Award may contest a decision or action by the Committee with respect to such person or Award only
on the grounds that such decision or action was arbitrary or capricious or was unlawful, and any review of such decision or action shall be limited to determining whether the Committee’s decision or action was arbitrary or capricious or was unlawful.
3.6. Attorneys; Consultants. The Committee may consult with counsel who may be counsel to the Company. The Committee may, with the approval of the Board, employ
such other attorneys and/or consultants, accountants, appraisers, brokers, agents and other persons, any of whom may be an Employee, as the Committee deems necessary or appropriate. The Committee, the Company and its officers and Directors shall be
entitled to rely upon the advice, opinions or valuations of any such persons. The Committee shall not incur any liability for any action taken in good faith in reliance upon the advice of such counsel or other persons.
3.7. Delegation of Administration. Except to the extent prohibited by applicable law, including any applicable exemptive rule under Section 16 of the Exchange Act
(including Rule 16b-3), or the applicable rules of a stock exchange, the Committee may, in its discretion, allocate all or any portion of its responsibilities and powers under this Article III to any one or more of its members and/or delegate all or
any part of its responsibilities and powers under this Article III to any person or persons selected by it; provided, however, that the Committee may not delegate its authority to correct defects, omissions or inconsistencies in the
Plan. Any such authority delegated or allocated by the Committee under this Section 3.7 shall be exercised in accordance with the terms and conditions of the Plan and any rules, regulations or administrative guidelines that may from time to time be
established by the Committee, and any such allocation or delegation may be revoked by the Committee at any time.
ARTICLE IV.
SHARES SUBJECT TO THE PLAN
SHARES SUBJECT TO THE PLAN
4.1. Number of Shares Available for
Grants. The shares of stock subject to Awards granted under the Plan shall be Shares. Such Shares subject to the Plan may be either authorized and unissued shares or previously issued shares acquired by the Company or any Subsidiary.
Subject to adjustment as provided in Section 4.2, the total number of Shares that may be delivered pursuant to Awards under the Plan shall be (x) 543,003 Shares, representing all Shares remaining available for issuance and not subject to outstanding
awards under the Prior Option Plans on the Effective Date (as may be increased by no more than 3,001,204 Shares subject to outstanding awards under the Prior Option Plans on the Effective Date that are subsequently forfeited or terminate for any
other reason before being exercised) and (y) effective January 1, 2026, an annual increase on the first day of each fiscal year, in each case in an amount determined by the Board with respect to such fiscal year. If (a) any Shares are subject to an
Option, SAR, or other Award which for any reason expires or is terminated or canceled without having been fully exercised or satisfied, or are subject to any Restricted Stock Award (including any Shares subject to a Participant’s Restricted Stock
Award that are repurchased by the Company at the Participant’s cost), Restricted Stock Unit Award or other Award granted under the Plan which are forfeited, or (b) any Award based on Shares is settled for cash, expires or otherwise terminates without
the issuance of such Shares, the Shares subject to such Award shall, to the extent of any such expiration, termination, cancellation, forfeiture or cash settlement, be available for delivery in connection with future Awards under the Plan. Any Shares
delivered under the Plan upon exercise or satisfaction of Substitute Awards shall not reduce the Shares available for delivery under the Plan.
4.2. Adjustments in Authorized Shares. In the event of any reclassification, recapitalization, merger or consolidation (other than if resulting in a Change of
Control), reorganization, , stock dividend or other distribution in securities of the Company, stock split or reverse stock split, combination or exchange of shares, repurchase of shares, or other like change in corporate structure, that
proportionally apply to all shares of the Company, the Committee, shall substitute or adjust, as applicable, the number, class and kind of securities which may be delivered under Section 4.1; the number, class and kind, and/or price (such as the
Option Price of Options or the Grant Price of SARs) of securities subject to outstanding Awards; and other value determinations applicable to outstanding Awards, as determined by the Committee, in order to prevent dilution or enlargement of
Participants’ rights under the Plan; provided, however, that the number of Shares subject to any Award shall always be a whole number. The Committee, shall also make appropriate adjustments and modifications, as determined by the
Committee, in the terms of any outstanding Awards to reflect or related to any such events, adjustments, substitutions or changes, including modifications of performance goals and changes in the length of Performance Periods.] All determinations of
the Committee as to adjustments or changes, if any, under this Section 4.2 shall be conclusive and binding on the Participants.
4.3. No Limitation on Corporate Actions. The existence of the Plan and any Awards granted hereunder shall not affect in any way the right or power of the Company,
any Subsidiary or any Affiliate to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or business structure, any merger or consolidation, any issuance of debt, preferred or prior preference
stock ahead of or affecting the Shares, additional shares of capital stock or other securities or subscription rights thereto, any dissolution or liquidation, any sale or transfer of all or part of its assets or business or any other corporate act or
proceeding.
ARTICLE V.
ELIGIBILITY AND PARTICIPATION
ELIGIBILITY AND PARTICIPATION
5.1. Eligibility. Employees, Non-Employee Directors and Consultants shall be eligible to become Participants and receive Awards in accordance with the terms and
conditions of the Plan.
5.2. Actual Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select Participants from all eligible Employees,
Non-Employee Directors and Consultants and shall determine the nature and amount of each Award.
ARTICLE VI.
STOCK OPTIONS
STOCK OPTIONS
6.1. Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number, and upon such terms, and at any time
and from time to time as shall be determined by the Committee. The Committee may grant an Option or provide for the grant of an Option, either from time to time in the discretion of the Committee or automatically upon the occurrence of specified
events, including the achievement of performance goals, the satisfaction of an event or condition within the control of the recipient of the Option or within the control of others. The granting of an Option shall take place when the Committee by
resolution, written consent or other appropriate action determines to grant such Option for a particular number of Shares to a particular Participant at a particular Option Price, unless a later date is indicated in such a resolution .
6.2. Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the maximum duration of the Option, the number
of Shares to which the Option pertains, the conditions upon which the Option shall become exercisable and such other provisions as the Committee shall determine, which are not inconsistent with the terms of the Plan.
6.3. Option Price. The Option Price for each Option shall be determined by the Committee and set forth in the Award Agreement; provided that Substitute
Awards or Awards granted in connection with an adjustment provided for in Section 4.2, in the form of stock options, shall have an Option Price per Share that is intended to maintain the economic value of the Award that was replaced or adjusted, as
determined by the Committee.
6.4. Duration of Options. Each Option granted to a Participant shall expire at such time as the Committee shall determine at the time of grant and set forth in the
Award Agreement. provided, however, that, unless the Board determines otherwise, no Option shall be exercisable later than the tenth (10th) anniversary of
its date of grant.
6.5. Exercise of Options. Options shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance
determine and set forth in the Award Agreement, which need not be the same for each grant or for each Option or Participant.
6.6. Payment. Options shall be exercised by the delivery of a written notice of exercise to the Company, in a form specified or accepted by the Committee, or by
complying with any alternative exercise procedures that may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for such Shares, which shall include
applicable taxes, if any, in accordance with Article XVI. The Option Price upon exercise of any Option shall be payable to the Company in full either: (a) in cash or its equiva-lent; (b) subject to such terms, conditions and limitations as the
Committee may prescribe, by tendering (either by actual delivery or attestation) unencumbered Shares previously acquired by the Participant exercising such Option having an aggregate Fair Market Value at the time of exercise equal to the total Option
Price, (c) by a combination of (a) and (b); or (d) by any other method approved or accepted by the Committee in its sole discretion, including, if the Committee so determines, (x) a cashless (broker-assisted) exercise that complies with all
applicable laws or (y) withholding of Shares otherwise deliverable to the Participant pursuant to the Option having an aggregate Fair Market Value at the time of exercise equal to the total Option Price. Subject to any governing rules or regulations,
as soon as practicable after receipt of a written notifi-cation of exercise and full payment in accordance with the preceding provisions of this Section 6.6, the Company shall deliver to the Participant exercising an Option, in the Participant’s
name, evidence of book entry Shares, or, upon the Participant’s request, Share certificates, in an appropriate amount based upon the number of Shares purchased under the Option, subject to Section 18.10.
6.7. Rights as a Shareholder. No Participant or other person shall become the beneficial owner of any Shares subject to an Option, nor have any rights to dividends
or other rights of a shareholder with respect to any such Shares, until the Participant has actually received such Shares following exercise of his or her Option in accordance with the provisions of the Plan and the applicable Award Agreement.
6.8. Termination of Employment or Service. Except as otherwise provided in the Award Agreement, an Option may be exercised only to the extent that it is then
exercisable, and if at all times during the period beginning with the date of granting of such Option and ending on the date of exercise of such Option the Participant is an Employee, Consultant or Non-Employee Director, and shall terminate
immediately upon a Termination of the Participant. An Option shall cease to become exercisable upon a Termination of the holder thereof. Notwithstanding the foregoing provisions of this Section 6.8 to the contrary, the Committee may determine in
its discretion that an Option may be exercised following any such Termination, whether or not exercisable at the time of such Termination; provided, however, that in no event may an Option be exercised after the expiration date of
such Option specified in the applicable Award Agreement, except as determined by the Committee.
6.9. Grants to Non-Employee Directors. The Company:
(a) may grant each Non-Employee Director, upon his or her initial election by shareholders to the Board, Options to purchase such number of Shares as shall be determined by
the Committee and otherwise approved in the manner required by law; and
(b) shall grant each Non-Employee Director, as of every third annual general meeting of the Company’s shareholders following his or her initial election, provided that he
or she is reelected at such annual general meeting, Options to purchase 30,000 Shares. The grants pursuant to this clause (b) shall be automatic and shall not require any approval.
Unless specifically provided otherwise in the approval of any Options granted pursuant to clause (a), Options granted pursuant to this Section 6.9 shall vest ratably over a period of three years,
such that 1/12 of the Options shall vest and become exercisable at the end of each three-month period from the date of their grant. Options granted pursuant to this Section 6.9 shall immediately vest and become exercisable upon the occurrence of a
Change of Control, unless otherwise expressly provided in the Award Agreement. All such Options shall have an Option Price equal to the closing sale price of the Shares as quoted on the Nasdaq Global Select Market (or other Nasdaq market on which the
Shares are traded) on the date of their grant.
ARTICLE VII.
STOCK APPRECIATION RIGHTS
STOCK APPRECIATION RIGHTS
7.1. Grant of SARs. Subject to the terms and conditions of the Plan, SARs may be granted to Participants at any time and from time to time as shall be determined by
the Committee. The Committee may grant an SAR (a) in connection and simultaneously with the grant of an Option (a Tandem SAR) or (b) independent of, and unrelated to, an Option (a Freestanding SAR). The Committee shall have complete discretion in
determin-ing the number of Shares to which an SAR pertains (subject to Article IV) and, consistent with the provisions of the Plan, in determining the terms and conditions pertaining to any SAR.
7.2. Grant Price. The Grant Price for each SAR shall be determined by the Committee and set forth in the Award Agreement,
subject to the limitations of this Section 7.2. The Grant Price for each Freestanding SAR shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the date such Freestanding SAR is granted, except in the case of
Substitute Awards or Awards granted in connection with an adjustment provided for in Section 4.2. The Grant Price of a Tandem SAR shall be equal to the Option Price of the related Option.
7.3. Exercise of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise
the equivalent portion of the related Option. A Tandem SAR shall be exercisable only when and to the extent the related Option is exercisable and may be exercised only with respect to the Shares for which the related Option is then exercisable. A
Tandem SAR shall entitle a Participant to elect, in the manner set forth in the Plan and the applicable Award Agreement, in lieu of exercising his or her unexercised related Option for all or a portion of the Shares for which such Option is then
exercisable pursuant to its terms, to surrender such Option to the Company with respect to any or all of such Shares and to receive from the Company in exchange therefor a payment described in Section 7.7. An Option with respect to which a
Participant has elected to exercise a Tandem SAR shall, to the extent of the Shares covered by such exercise, be canceled automatically and surrendered to the Company. Such Option shall thereafter remain exercisable according to its terms only with
respect to the number of Shares as to which it would otherwise be exercisable, less the number of Shares with respect to which such Tandem SAR has been so exercised.
7.4. Exercise of Freestanding SARs. Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, in accordance with
the Plan, determines and sets forth in the Award Agreement.
7.5. Award Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall specify the number of Shares to which the SAR pertains, the Grant Price,
the term of the SAR, and such other terms and conditions as the Committee shall determine in accordance with the Plan.
7.6. Term of SARs. The term of a SAR granted under the Plan shall be determined by the Committee, in its sole discre-tion; provided, however, that
the term of any Tandem SAR shall be the same as the related Option and unless determined otherwise, no SAR shall be exercisable more than ten (10) years after it is granted.
7.7. Payment of SAR Amount. An election to exercise SARs shall be deemed to have been made on the date of Notice of such election to the Company. Upon exercise of
a SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:
(a) The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price of the SAR; by
(b) The number of Shares with respect to which the SAR is exercised.
Notwithstanding the foregoing provisions of this Section 7.7 to the contrary, the Committee may establish and set forth in the applicable Award Agreement a
maximum amount per Share that will be payable upon the exercise of an SAR. At the discretion of the Committee, such payment upon exercise of an SAR shall be in cash, in Shares of equivalent Fair Market Value, or in some combination thereof.
7.8. Rights as a Shareholder. A Participant receiving a SAR shall have the rights of a Shareholder only as to Shares, if any, actually issued to such Participant
upon satisfaction or achievement of the terms and conditions of the Award, and in accordance with the provisions of the Plan and the applicable Award Agreement, and not with respect to Shares to which such Award relates but which are not actually
issued to such Participant.
7.9. Termination of Employment or Service. Each SAR Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the SAR
following such Participant’s Termination, if at all, subject to Section 6.8, as applicable to any Tandem SAR. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all SARs issued pursuant to the
Plan, and may reflect distinctions based on the reasons for Termination.
ARTICLE VIII.
RESTRICTED STOCK AND RESTRICTED STOCK UNITS
RESTRICTED STOCK AND RESTRICTED STOCK UNITS
8.1. Awards of Restricted Stock and Restricted Stock Units. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may
grant Shares of Restricted Stock and/or Restricted Stock Units to Participants in such amounts as the Committee shall determine. Subject to the terms and conditions of this Article VIII and the Award Agreement, upon delivery of Shares of Restricted
Stock to a Participant, or creation of a book entry evidencing a Participant’s ownership of Shares of Restricted Stock, pursuant to Section 8.6, the Participant shall have all of the rights of a shareholder with respect to such Shares, subject to the
terms and restrictions set forth in this Article VIII or the applicable Award Agreement or as determined by the Committee. Restricted Stock Units shall be similar to Restricted Stock, except no Shares are actually awarded to a Participant who is
granted Restricted Stock Units on the date of grant, and such Participant shall have no rights of a shareholder with respect to such Restricted Stock Units.
8.2. Award Agreement. Each Restricted Stock and/or Restricted Stock Unit Award shall be evidenced by an Award Agreement that shall specify the Period of
Restriction, the number of Shares of Restricted Stock or the number of Restricted Stock Units granted, and such other provisions as the Committee shall determine in accordance with the Plan. Any Restricted Stock Award must be accepted by the
Participant within a period of ninety (90) days (or such shorter period as determined by the Committee at the time of award) after the award date, by executing such Restricted Stock Award Agreement and providing the Committee or its designee a copy
of such executed Award Agreement and payment of the applicable purchase price of such Shares of Restricted Stock, if any, as determined by the Committee.
8.3. Nontransferability of Restricted Stock. Except as provided in this Article VIII, Shares of Restricted Stock may not be sold, transferred, pledged, assigned,
encumbered, alienated, hypothecated or otherwise disposed of until the end of the applicable Period of Restriction established by the Committee and specified in the Restricted Stock Award Agreement.
8.4. Period of Restriction and Other Restrictions. The Period of Restriction shall lapse based on continuing service as a Non-Employee Director or Consultant or
continuing employment with the Company, a Subsidiary or an Affiliate, the achievement of performance goals, the satisfaction of other conditions or restrictions or upon the occurrence of other events, in each case, as determined by the Committee, at
its discretion, and stated in the Award Agreement.
8.5. Delivery of Shares, Payment of Restricted Stock Units. Subject to Section 18.10, after the last day of the Period of Restriction applicable to a Participant’s
Shares of Restricted Stock, and after all conditions and restrictions applicable to such Shares of Restricted Stock have been satisfied or lapse (including satisfaction of any applicable withholding tax obligations), pursuant to the applicable Award
Agreement, such Shares of Restricted Stock shall become freely transferable by such Participant. After the last day of the Period of Restriction applicable to a Participant’s Restricted Stock Units, and after all conditions and restrictions
applicable to Restricted Stock Units have been satisfied or lapse (including satisfaction of any applicable withholding tax obligations), pursuant to the applicable Award Agreement, such Restricted Stock Units shall be settled by delivery of Shares,
a cash payment determined by reference to the then-current Fair Market Value of Shares or a combination of Shares and such cash payment as the Committee, in its sole discretion, shall determine, either by the terms of the Award Agreement or
otherwise.
8.6. Forms of Restricted Stock Awards. Each Participant who receives an Award of Shares of Restricted Stock shall be issued a stock certificate or certificates
evidencing the Shares covered by such Award registered in the name of such Participant, which certificate or certificates may contain an appropriate legend. The Committee may require a Participant who receives a certificate or certificates
evidencing a Restricted Stock Award to immediately deposit such certificate or certificates, together with a stock power or other appropriate instrument of transfer, endorsed in blank by the Participant, with signatures guaranteed in accordance with
the Exchange Act if required by the Committee, with the Secretary of the Company or an escrow holder as provided in the immediately following sentence. The Secretary of the Company or such escrow holder as the Committee may appoint shall retain
physical custody of each certificate representing a Restricted Stock Award until the Period of Restriction and any other restrictions imposed by the Committee or under the Award Agreement with respect to the Shares evidenced by such certificate
expire or shall have been removed. The foregoing to the contrary notwithstanding, the Committee may, in its discretion, provide that a Participant’s ownership of Shares of Restricted Stock prior to the lapse of the Period of Restriction or any other
applicable restrictions shall, in lieu of such certificates, be evidenced by a “book entry” (i.e., a computerized or manual entry) in the records of the Company or its designated agent in the name of the Participant who has received such
Award. Such records of the Company or such agent shall, absent manifest error, be binding on all Participants who receive Restricted Stock Awards evidenced in such manner. The holding of Shares of Restricted Stock by the Company or such an escrow
holder, or the use of book entries to evidence the ownership of Shares of Restricted Stock, in accordance with this Section 8.6, shall not affect the rights of Participants as owners of the Shares of Restricted Stock awarded to them, nor affect the
restrictions applicable to such shares under the Award Agreement or the Plan, including the Period of Restriction.
8.7. Voting Rights. Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to the extent permitted or required by law, as
determined by the Committee, Participants holding Shares of Restricted Stock may be granted the right to exercise full voting rights with respect to those Shares during the Period of Restriction. A Participant shall have no voting rights with
respect to any Restricted Stock Units.
8.8. Dividends and Other Distributions. During the Period of Restriction, Participants holding Shares of Restricted Stock shall be credited with any cash dividends
paid with respect to such Shares while they are so held, unless determined otherwise by the Committee and set forth in the Award Agreement. The Committee may apply any restrictions to such dividends that the Committee deems appropriate. Except as
set forth in the Award Agreement, in the event of (a) any adjustment as provided in Section 4.2, or (b) any shares or securities are received as a dividend, or an extraordinary dividend is paid in cash, on Shares of Restricted Stock, any new or
additional Shares or securities or any extraordinary dividends paid in cash received by a recipient of Restricted Stock shall be subject to the same terms and conditions, including the Period of Restriction, as relate to the original Shares of
Restricted Stock.
8.9. Termination of Employment or Service. Except as otherwise provided in this Section 8.9, during the Period of Restriction, any Restricted Stock Units and/or
Shares of Restricted Stock held by a Participant shall be forfeited and revert to the Company (or, if Shares of Restricted Sock were sold to the Participant, the Participant shall be required to resell such Shares to the Company at cost) upon the
Participant’s Termination or the failure to meet or satisfy any applicable performance goals or other terms, conditions and restrictions to the extent set forth in the applicable Award Agreement. Each applicable Award Agreement shall set forth the
extent to which, if any, the Participant shall have the right to retain Restricted Stock Units and/or Shares of Restricted Stock following such Participant’s Termination. Such provisions shall be determined in the sole discretion of the Committee,
shall be included in the applicable Award Agreement, need not be uniform among all such Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for, or circumstances of, such Termination.
ARTICLE IX.
PERFORMANCE UNITS, PERFORMANCE SHARES, AND CASH-BASED AWARDS
PERFORMANCE UNITS, PERFORMANCE SHARES, AND CASH-BASED AWARDS
9.1. Grant of Performance Units, Performance Shares and Cash-Based Awards. Subject to the terms of the Plan, Performance Units, Performance Shares, and/or
Cash-Based Awards may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee, in accordance with the Plan. A Performance Unit, Performance Share or Cash-Based
Award entitles the Participant who receives such Award to receive Shares or cash upon the attainment of performance goals and/or satisfaction of other terms and conditions determined by the Committee when the Award is granted and set forth in the
Award Agreement. Such entitlements of a Participant with respect to his or her outstanding Performance Unit, Performance Share or Cash-Based Award shall be reflected by a bookkeeping entry in the records of the Company, unless otherwise provided by
the Award Agreement. The terms and conditions of such Awards shall be consistent with the Plan and set forth in the Award Agreement and need not be uniform among all such Awards or all Participants receiving such Awards.
9.2. Value of Performance Units, Performance Shares and Cash-Based Awards. Each Performance Unit shall have an initial value that is established by the Committee at
the time of grant. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant. Each Cash-Based Award shall have a value as shall be determined by the Committee. The Committee shall set
performance goals in its discretion which, depending on the extent to which they are met, will determine the number and/or value of Performance Units and Performance Shares and Cash-Based Awards that will be paid out to the Participant.
9.3. Earning of Performance Units, Performance Shares and Cash-Based Awards. Subject to the terms of the Plan, after the applica-ble Performance Period has ended,
the holder of Perform-ance Units, Performance Shares or Cash-Based Awards shall be entitled to receive payment on the number and value of Performance Units, Performance Shares or Cash-Based Awards earned by the Participant over the Performance
Period, to be determined as a function of the extent to which the corresponding performance goals and/or other terms and conditions have been achieved or satisfied. The Committee shall determine the extent to which any such pre-established
performance goals and/or other terms and conditions of a Performance Unit, Performance Share or Cash-Based Award are attained or not attained following conclusion of the applicable Performance Period. The Committee may, in its discretion, waive any
such performance goals and/or other terms and conditions relating to any such Award.
9.4. Form and Timing of Payment of Performance Units, Performance Shares and Cash-Based Awards. Payment of earned Performance Units, Performance Shares and
Cash-Based Awards shall be as determined by the Committee and as set forth in the Award Agreement. Subject to the terms of the Plan, the Committee, in its sole discretion, may pay earned Performance Units, Performance Shares and Cash-Based Awards in
the form of cash or in Shares (or in a combination thereof) which have an aggregate Fair Market Value equal to the value of the earned Performance Units, Performance Shares or Cash-Based Awards as soon as practicable after the end of the Performance
Period and following the Committee’s determination of actual performance against the performance goals and/or other terms and conditions established by the Committee. Such Shares may be granted subject to any restrictions imposed by the Committee,
including pursuant to Section 18.10. The determination of the Committee with respect to the form of payment of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.
9.5. Rights as a Shareholder. A Participant receiving a Performance Unit, Performance Share or Cash-Based Award shall have the rights of a shareholder only as to
Shares, if any, actually received by the Participant upon satisfaction or achievement of the terms and conditions of such Award and not with respect to Shares subject to the Award but not actually issued to such Participant.
9.6. Termination of Employment or Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Performance
Units, Performance Shares and/or Cash-Based Award following such Participant’s Termination, if at all. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the applicable Award Agreement, need not be
uniform among all such Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for Termination.
ARTICLE X.
OTHER STOCK-BASED AWARDS
OTHER STOCK-BASED AWARDS
10.1. Other Stock-Based Awards. The Committee may grant types of equity-based or equity-related Awards not otherwise described by the terms of the Plan (including
the grant or offer for sale of unrestricted Shares), in such amounts (subject to Article IV) and subject to such terms and conditions, as the Committee shall determine. Such Other Stock-Based Awards may involve the transfer of actual Shares to
Participants, or payment in cash or otherwise of amounts based on the value of Shares and may include Awards designed to comply with or take advantage of the applicable local laws of jurisdictions in which the Participants are located.
10.2. Value of Other Stock-Based Awards. Each Other Stock-Based Award shall be expressed in terms of Shares or units based on Shares, as determined by the Committee.
The Committee may establish performance goals in its discretion, and any such performance goals shall be set forth in the applicable Award Agreement. If the Committee exercises its discretion to establish performance goals, the number and/or value of
Other Stock-Based Awards that will be paid out to the Participant will depend on the extent to which such performance goals are met.
10.3. Payment of Other Stock-Based Awards. Payment, if any, with respect to an Other Stock-Based Award shall be made in accordance with the terms of the Award, as
set forth in the Award Agreement, in cash or Shares as the Committee determines.
10.4. Termination of Employment or Service. The Committee shall determine the extent to which the Participant shall have the right to receive Other Stock-Based
Awards following the Participant’s Termination, if at all. Such provisions shall be determined in the sole discretion of the Committee, such provisions may be included in the applicable Award Agreement, but need not be uniform among all Other
Stock-Based Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for Termination.
ARTICLE XI.
DIVIDEND EQUIVALENTS
DIVIDEND EQUIVALENTS
11.1. Dividend Equivalents. Unless otherwise provided by the Committee, no adjustment shall be made in the Shares issuable or taken into account under Awards on
account of cash dividends that may be paid or other rights that may be issued to the holders of Shares prior to issuance of such Shares under such Award. The Committee may grant Dividend Equivalents based on the dividends declared on Shares that are
subject to any Award, including any Award the payment or settlement of which is deferred pursuant to Section 18.6. Dividend Equivalents may be credited as of the dividend payment dates, during the period between the date the Award is granted and the
date the Award becomes payable or terminates or expires. Dividend Equivalents may be subject to any limitations and/or restrictions determined by the Committee. Dividend Equivalents shall be converted to cash or additional Shares by such formula and
at such time, and shall be paid at such times, as may be determined by the Committee.
ARTICLE XII.
TRANSFERABILITY OF AWARDS; BENEFICIARY DESIGNATION
TRANSFERABILITY OF AWARDS; BENEFICIARY DESIGNATION
12.1. All Other Awards. Except as otherwise provided in Section 8.5 or Section 12.3 or a Participant’s Award Agreement or otherwise determined at any time by the
Committee, no Award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution; provided that the Committee may permit further
transferability, on a general or a specific basis, and may impose conditions and limitations on any permitted transferability, subject to any applicable Period of
Restriction. Further, except as otherwise provided in a Participant’s Award Agreement or otherwise determined at any time by the Committee, or unless the Committee decides to permit further transferability, subject any applicable Period of
Restriction, all Awards granted to a Participant under the Plan, and all rights with respect to such Awards, shall be exercisable or available during his or her lifetime only by or to such Participant. With respect to those Awards, if any, that are
permitted to be transferred to another individual, references in the Plan to exercise or payment related to such Awards by or to the Participant shall be deemed to include, as determined by the Committee, the Participant’s permitted
transferee. In the event any Award is exercised by or otherwise paid to the executors, administrators, heirs or distributees of the estate of a deceased Participant, or such a Participant’s beneficiary, or the transferee of an Award, in any such
case, pursuant to the terms and conditions of the Plan and the applicable Agreement and in accordance with such terms and conditions as may be specified from time to time by the Committee, the Company shall be under no obligation to issue Shares
thereunder unless and until the Company is satisfied, as determined in the discretion of the Committee, that the person or persons exercising such Award, or to receive such payment, are the duly appointed legal representative of the deceased
Participant’s estate or the proper legatees or distributees thereof or the named beneficiary of such Participant, or the valid transferee of such Award, as applicable. Any purported assignment, transfer or encumbrance of an Award that does not
comply with this Section 12.1 shall be void and unenforceable against the Company.
12.2. Beneficiary Designation. Each Participant may, from time to time, name any beneficiary or beneficiaries who shall be permitted to exercise his or her Option
or SAR or to whom any benefit under the Plan is to be paid in case of the Participant’s death before he or she fully exercises his or her Option or SAR or receives any or all of such benefit. Each such designation shall revoke all prior designations
by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. In the absence of any such beneficiary designation, a
Participant’s unexercised Option or SAR, or amounts due but remaining unpaid to such Participant, at the Participant’s death, shall be exercised or paid as designated by the Participant by will or by the laws of descent and distribution.
ARTICLE XIII.
RIGHTS OF PARTICIPANTS
RIGHTS OF PARTICIPANTS
13.1. Rights or Claims. No individual shall have any rights or claims under the Plan except in accordance with the provisions of the Plan and any applicable Award
Agreement. The grant of an Award under the Plan shall not confer any rights upon the Participant holding such Award other than such terms, and subject to such conditions, as are specified in the Plan as being applicable to such type of Award, or to
all Awards, or as are expressly set forth in the Award Agreement evidencing such Award. Without limiting the generality of the foregoing, nothing contained in the Plan or in any Award Agreement shall be deemed to:
(a) Give any Employee or Non-Employee Director the right to be retained in the service of the Company, an Affiliate and/or a Subsidiary, whether in any
particular position, at any particular rate of compensation, for any particular period of time or otherwise;
| (b) |
Restrict in any way the right of the Company, an Affiliate and/or a Subsidiary to terminate, change or modify any Employee’s employment or any Non-Employee Director’s service as a Director at any time with or without Cause;
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| (c) |
Confer on any Consultant any right of continued relationship with the Company, an Affiliate and/or a Subsidiary, or alter any relationship between them, including any right of the Company or an Affiliate or Subsidiary to terminate,
change or modify its relationship with a Consultant;
|
| (d) |
Give any Employee, Non-Employee Director or Consultant the right to receive any bonus, whether payable in cash or in Shares, or in any combination thereof, from the Company, an Affiliate and/or a Subsidiary, nor be construed as limiting
in any way the right of the Company, an Affiliate and/or a Subsidiary to determine, in its sole discretion, whether or not it shall pay any Employee, Non-Employee Director or Consultant bonuses, and, if so paid, the amount thereof and the
manner of such payment; or
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| (e) |
Give any Participant any rights whatsoever with respect to an Award except as specifically provided in the Plan and the Award Agreement.
|
13.2. Adoption of the Plan. The adoption of the Plan shall not be deemed to give any Employee, Non-Employee Director or
Consultant or any other individual any right to be selected as a Participant or to be granted an Award, or, having been so selected, to be selected to receive a future Award.
13.3. Vesting. Notwithstanding any other provision of the Plan, a Participant’s right or entitlement to exercise or otherwise vest in any Award not exercisable or
vested at the time of grant shall only result from continued services as a Non-Employee Director or Consultant or continued employment, as the case may be, with the Company or any Subsidiary or Affiliate, or satisfaction of any other performance
goals or other conditions or restrictions applicable, by its terms, to such Award.
13.4. No Effects on Benefits. Payments and other compensation received by a Participant under an Award are not part of such Participant’s normal or expected
compensation or salary for any purpose, including calculating termination, indemnity, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments under any laws, plans,
contracts, arrangements or otherwise. No claim or entitlement to compensation or damages arises from the termination of the Plan or diminution in value of any Award or Shares purchased or otherwise received under the Plan.
13.5. One or More Types of Awards. A particular type of Award may be granted to a Participant either alone or in addition to other Awards under the Plan.
ARTICLE XIV.
CHANGE OF CONTROL
CHANGE OF CONTROL
14.1. Treatment of Outstanding Awards. In the event of a Change of Control, unless otherwise specifically prohibited by any applicable laws, rules or regulations or
otherwise provided in any applicable Award Agreement, as in effect prior to the occurrence of the Change of Control, specifically with respect to a Change of Control:
(a) In its discretion, and on such terms and conditions as it deems appropriate, the Committee may provide, either by the terms of the Award Agreement or by resolution
adopted prior to the occurrence of such Change of Control, that any Options, SARs and Other Stock-Based Awards (if applicable) which are outstanding shall become exercisable as determined by the Committee, notwithstanding anything to the contrary in
the Award Agreement.
(b) In its discretion, and on such terms and conditions as it deems appropriate, the Committee may provide, either by the terms of the Award Agreement or by resolution
adopted prior to the occurrence of such Change of Control, that restrictions, performance goals or other conditions applicable to Restricted Stock Units, Shares of Restricted Stock and Other Stock-Based Awards previously awarded to Participants shall
be canceled or deemed achieved, the Period of Restriction applicable thereto shall terminate, and restrictions on transfer, sale, assignment, pledge or other disposition applicable to any such Shares of Restricted Stock shall lapse, in each case, to
the extent provided by the Committee, notwithstanding anything to the contrary in the Award Agreement.
(c) In its discretion, and on such terms and conditions as it deems appropriate, the Committee may provide, either by the terms of the Award Agreement or by resolution
adopted prior to the occurrence of such Change of Control, that any Awards which are outstanding shall, in whole or in part, immediately become vested and nonforfeitable.
(d) In its discretion, and on such terms and conditions as it deems appropriate, the Committee may provide, either by the terms of the Award Agreement or by resolution
adopted prior to the occurrence of such Change of Control, that the target payment opportunities attainable under any outstanding Awards of Performance Units, Performance Shares, Cash-Based Awards and other Awards shall be deemed to have been fully
or partially earned for any Performance Period(s), as determined by the Committee, immediately prior to the effective date of the Change of Control.
(e) In its discretion, and on such terms and conditions as it deems appropriate, the Committee may provide, either by the terms of the Award Agreement applicable to any
Award or by resolution adopted prior to the occurrence of such Change of Control, that any Award the payment or settlement of which was deferred under Section 18.6 or otherwise may be paid or distributed immediately prior to the Change of Control,
except as otherwise provided by the Committee in accordance with Section 18.10(f).
(f) In its discretion, and on such terms and conditions as it deems appropriate, the Committee may provide, either by the terms of the Award Agreement applicable to any
Award or by resolution adopted prior to the occurrence of the Change of Control, that any outstanding Award shall be adjusted by substituting for each Share subject to such Award immediately prior to the transaction resulting in the Change of Control
the consideration (whether stock or other securities of the surviving corporation or any successor corporation to the Company, or a parent or subsidiary thereof, or that may be issuable by another corporation that is a party to the transaction
resulting in the Change of Control) received in such transaction by holders of Shares for each Share held on the closing or effective date of such transaction, in which event the aggregate Option Price or Grant Price, as applicable, of the Award
shall remain the same; provided, however, that if such consideration received in such transaction is not solely stock of a successor, surviving or other corporation, the Committee may provide for the consideration to be received upon
exercise or payment of an Award, for each Share subject to such Award, to be solely stock or other securities of the successor, surviving or other corporation, as applicable, equal in fair market value, as determined by the Committee, to the
per-Share consideration received by holders of Shares in such transaction.
(g) In its discretion, and on such terms and conditions as it deems appropriate, the Committee may provide, either by the terms of the Award Agreement applicable to any
Award or by resolution adopted prior to the occurrence of the Change of Control, that any outstanding Award (or portion thereof) shall be converted into a right to receive cash, on or as soon as practicable following the closing date or expiration
date of the transaction resulting in the Change of Control in an amount equal to the highest value of the consideration to be received in connection with such transaction for one Share, or, if higher, the highest Fair Market Value of a Share during
the thirty (30) consecutive business days immediately prior to the closing date or expiration date of such transaction, less the per-Share Option Price, Grant Price or outstanding unpaid purchase price, as applicable to the Award, multiplied by the
number of Shares subject to such Award, or the applicable portion thereof.
(h) The Committee may, in its discretion, provide that an Award can or cannot be exercised after, or will otherwise terminate or not terminate as of, a Change of Control.
14.2. No Implied Rights; Other Limitations. No Participant shall have any right to prevent the consummation of any of the acts described in Section 4.2 or 14.1
affecting the number of Shares available to, or other entitlement of, such Participant under the Plan or such Participant’s Award. Any actions or determinations of the Committee under this Article XVI need not be uniform as to all outstanding
Awards, nor treat all Participants identically. Notwithstanding the adjustments described in Section 14.1, in no event may any Option or SAR be exercised after ten (10) years from the date it was originally granted.
ARTICLE XV.
AMENDMENT, MODIFICATION, AND TERMINATION
AMENDMENT, MODIFICATION, AND TERMINATION
15.1. Amendment, Modification, and Termination. The Board may, at any time and with or without prior notice, amend, alter, suspend, or terminate the Plan, and the
Committee may, to the extent permitted by the Plan, amend the terms of any Award theretofore granted, including any Award Agreement, in each case, retroactively or prospectively.
In addition, no such amendment, alteration, suspension or termination of the Plan or any Award theretofore granted, including any Award Agreement, shall be made which would materially impair the
previously accrued rights of a Participant under any outstanding Award without the written consent of such Participant, provided, however, that the Board may amend or alter the Plan and the Committee may amend or alter any Award,
including any Agreement, either retroactively or prospectively, without the consent of the applicable Participant, (x) so as to preserve or come within any exemptions from liability under Section 16(b) of the Exchange Act, pursuant to the rules and
releases promulgated by the SEC (including Rule 16b-3), or (y) if the Board or the Committee determines in its discretion that such amendment or alteration either (I) is required or advisable for the Company, the Plan or the Award to satisfy, comply
with or meet the requirements of any law, regulation, rule or accounting standard or (II) is not reasonably likely to significantly diminish the benefits provided under such Award, or that such diminishment has been or will be adequately compensated.
ARTICLE XVI.
TAX WITHHOLDING AND OTHER TAX MATTERS
TAX WITHHOLDING AND OTHER TAX MATTERS
16.1. Tax Withholding. The Company and/or any Subsidiary or Affiliate are authorized to withhold from any Award granted or payment due under the Plan the amount of
all taxes due in respect of such Award or payment and take any such other action as may be necessary or appropriate, as determined by the Committee, to satisfy all obligations for the payment of such taxes. The recipient of any payment or
distribution under the Plan shall make arrangements satisfactory to the Company, as determined in the Committee’s discretion, for the satisfaction of any tax obligations that arise by reason of any such payment or distribution. The Company shall not
be required to make any payment or distribution under or relating to the Plan or any Award until such obligations are satisfied or such arrangements are made, as determined by the Committee in its discretion.
16.2. Withholding or Tendering Shares. Without limiting the generality of Section 16.1, the Committee may in its discretion permit a Participant to satisfy or
arrange to satisfy, in whole or in part, the tax obligations incident to an Award by: (a) electing to have the Company withhold Shares or other property otherwise deliverable to such Participant pursuant to his or her Award (provided, however,
that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy required withholding obligations using the minimum statutory withholding rates for tax purposes, including payroll taxes, that are applicable to supplemental
taxable income) and/or (b) tendering to the Company Shares owned by such Participant (or by such Participant and his or her spouse jointly) and purchased or held for the requisite period of time as may be required to avoid the Company’s or the
Affiliates’ or Subsidiaries’ incurring an adverse accounting charge, based, in each case, on the Fair Market Value of the Shares on the payment date as determined by the Committee. All such elections shall be irrevocable, made in writing, signed by
the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.
16.3. Restrictions. The satisfaction of tax obligations pursuant to this Article XVI shall be subject to such restrictions as the Committee may impose, including
any restrictions required by applicable law or the rules and regulations of the SEC, and shall be construed consistent with an intent to comply with any such applicable laws, rule and regulations.
ARTICLE XVII.
LIMITS OF LIABILITY; INDEMNIFICATION
LIMITS OF LIABILITY; INDEMNIFICATION
17.1. Limits of Liability (a) Any liability of the Company or a Subsidiary or
Affiliate to any Participant with respect to any Award shall be based solely upon contractual obligations created by the Plan and the Award Agreement.
(b) None of the Company, any Subsidiary, any Affiliate, any member of the Board or the Committee or any other person participating in any determination of any question
under the Plan, or in the interpretation, administration or application of the Plan, shall have any liability, in the absence of bad faith, to any party for any action taken or not taken in connection with the Plan, except as may expressly be
provided by statute.
(c) Each member of the Committee, while serving as such, shall be considered to be acting in his or her capacity as a director of the Company. Members of the Board of
Directors and members of the Committee acting under the Plan shall be fully protected in relying in good faith upon the advice of counsel and shall incur no liability except for gross negligence or willful misconduct in the performance of their
duties.
(d) The Company shall not be liable to a Participant or any other person as to: (i) the non-issuance of Shares as to which the Company has been unable to obtain from any
regulatory body having relevant jurisdiction the authority deemed by the Committee or the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, and (ii) any tax consequence expected, but not realized, by any
Participant or other person due to the receipt, exercise or settlement of any Option or other Award.
17.2. Indemnification. Subject to the requirements of applicable law, each individual who is or shall have been a member of
the Committee or of the Board, or an officer of the Company to whom authority was delegated in accordance with Article III, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act
under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided
he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability, or expense is a result of the
individual’s own willful misconduct or except as provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individual may be entitled under the Company’s Articles of
Association, as a matter of law, or otherwise, or any power that the Company may have to indemnify or hold harmless such individual.
ARTICLE XVIII.
MISCELLANEOUS
MISCELLANEOUS
18.1. Drafting Context. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include
the singular and the singu-lar shall include the plural. The words “Article,” “Section,” and “paragraph” herein shall refer to provisions of the Plan, unless expressly indicated otherwise. The words “include,” “includes,” and “including” herein
shall be deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of similar import, unless the context otherwise requires.
18.2. Forfeiture Events. (a) Notwithstanding any provision of the Plan to the contrary, the Committee shall have the authority to determine (and may so provide in any Agreement) that a Participant’s (including his or her
estate’s, beneficiary’s or transferee’s) rights (including the right to exercise any Option or SAR), payments and benefits with respect to any Award shall be subject to reduction, cancellation, forfeiture or recoupment in the event of the
Participant’s Termination for Cause or due to voluntary resignation; serious misconduct; violation of the Company’s or a Subsidiary’s or Affiliate’s policies; breach of fiduciary duty; unauthorized disclosure of any trade secret or confidential
information of the Company or a Subsidiary or Affiliate; breach of applicable noncompetition, nonsolicitation, confidentiality or other restrictive covenants; or other conduct or activity that is in competition with the business of the Company or any
Subsidiary or Affiliate, or otherwise detrimental to the business, reputation or interests of the Company and/or any Subsidiary or Affiliate; or upon the occurrence of certain events specified in the applicable Award Agreement (in any such case,
whether or not the Participant is then an Employee, Non-Employee Director or Consultant). The determination of whether a Participant’s conduct, activities or circumstances are described in the immediately preceding sentence shall be made by the
Committee in its good faith discretion, and pending any such determination, the Committee shall have the authority to suspend the exercise, payment, delivery or settlement of all or any portion of such Participant’s outstanding Awards pending an
investigation of the matter.
(b) If the Company is required to prepare an accounting restatement (x) due to the material noncompliance of the Company, as a result of misconduct, with any financial
reporting requirement under the securities laws, if a Participant knowingly or grossly negligently engaged in such misconduct, or knowingly or grossly negligently failed to prevent such misconduct, or if a Participant is one of the individuals
subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, the Participant shall reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the twelve- (12-) month period following the
first public issuance or filing with the SEC (whichever just occurred) of the financial document embodying such financial reporting requirement, and (y) the Committee may in its discretion provide that if the amount earned under any Participant’s
Award is reduced by such restatement, such Participant shall reimburse the Company the amount of any such reduction previously paid in settlement of such Award.
18.3. Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
18.4. Transfer, Leave of Absence. The Committee shall have the discretion to determine the effects upon any Award, upon an
individual’s status as an Employee, Non-Employee Director or Consultant for purposes of the Plan (including whether a Participant shall be deemed to have experienced a Termination or other change in status) and upon the exercisability, vesting,
termination or expiration of any Award in the case of: (a) any Participant who is employed by an entity that ceases to be an Affiliate or Subsidiary (whether due to a spin-off or otherwise), (b) any transfer of a Participant between locations of
employment with the Company, an Affiliate, and/or Subsidiary or between the Company, an Affiliate or Subsidiary or between Affiliates or Subsidiaries, (c) any leave of absence of a Participant, (d) any change in a Participant’s status from an
Employee to a Consultant or a Non-Employee Director, or vice versa, (e) any increase or decrease in the scope of engagement of a Participant; and (f) upon approval by the Committee, any Employee who experiences a Termination but becomes employed by a
partnership, joint venture, corporation or other entity not meeting the requirements of an Affiliate or Subsidiary.
18.5. Exercise and Payment of Awards. An Award shall be deemed exercised or claimed when the Secretary of the Company or any other Company official or other person
designated by the Committee for such purpose receives appropriate written notice from a Participant, in form acceptable to the Committee, together with payment of the applicable Option Price, Grant Price or other purchase price, if any, and
compliance with Article XVI, in accordance with the Plan and such Participant’s Award Agreement.
18.6. Deferrals. To the extent provided in the Award Agreement, the Committee may permit or require a Participant to defer such Participant’s receipt of the payment
of cash or the delivery of Shares that would otherwise be due to such Participant by virtue of the lapse or waiver of the Period of Restriction or other restrictions with respect to Restricted Stock or the payment or satisfaction of Restricted Stock
Units, Performance Units, Performance Shares, Cash-Based Awards or Other Stock-Based Awards. If any such deferral election is required or permitted, (a) such deferral shall represent an unfunded and unsecured obligation of the Company and shall not
confer the rights of a shareholder unless and until Shares are issued thereunder; (b) the number of Shares subject to such deferral shall, until settlement thereof, be subject to adjustment pursuant to Section 4.2; and (c) the Committee shall
establish rules and procedures for such deferrals and payment or settlement thereof, which may be in cash, Shares or any combination thereof, and such deferrals may be governed by the terms and conditions of any deferred compensation plan of the
Company or Affiliate specified by the Committee for such purpose.
18.7. Loans. The Company may, in the discretion of the Committee, extend one or more loans to Participants in connection with the exercise or receipt of an Award
granted to any such Participant; provided, however, that the Company shall not extend loans to any Participant if prohibited by law or the rules of any stock exchange or quotation system on which the Company’s securities are listed.
The terms and conditions of any such loan shall be established by the Committee.
18.8. No Effect on Other Plans. Neither the adoption of the Plan nor anything contained herein shall affect any other compensation or incentive plans or
arrangements of the Company or any Subsidiary or Affiliate, or prevent or limit the right of the Company or any Subsidiary or Affiliate to establish any other forms of incentives or compensation for their directors, officers, eligible employees or
consultants or grant or assume options or other rights otherwise than under the Plan.
18.9. Section 16 of Exchange Act. Unless otherwise stated in the Award Agreement, notwithstanding any other provision of the Plan, any Award granted to an Insider
shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3) that are requirements for the application of such exemptive rule, and the Plan and the Award
Agreement shall be deemed amended to the extent necessary to conform to such limitations.
18.10. Requirements of Law; Limitations on Awards. (a) The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws,
rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
(b) If at any time the Committee shall determine, in its discretion, that the listing, registration and/or qualification of Shares upon any securities exchange or under any
law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the sale or purchase of Shares hereunder, the Company shall have no obligation to allow the grant, exercise or
payment of any Award, or to issue or deliver evidence of title for Shares issued under the Plan, in whole or in part, unless and until such listing, registration, qualification, consent and/or approval shall have been effected or obtained, or
otherwise provided for, free of any conditions not acceptable to the Committee.
(c) If at any time counsel to the Company shall be of the opinion that any sale or delivery of Shares pursuant to an Award is or may be in the circumstances unlawful or
result in the imposition of excise taxes on the Company or any Subsidiary or Affiliate under the statutes, rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery, or to make any
application or to effect or to maintain any qualification or registration under the Securities Act, or otherwise with respect to Shares or Awards and the right to exercise or payment of any Option or Award shall be suspended until, in the opinion of
such counsel, such sale or delivery shall be lawful or will not result in the imposition of excise taxes on the Company or any Subsidiary or Affiliate.
(d) Upon termination of any period of suspension under this Section 18.10, any Award affected by such suspension which shall not then have expired or terminated shall be
reinstated as to all Shares available before such suspension and as to the Shares which would otherwise have become available during the period of such suspension, but no suspension shall extend the term of any Award.
(e) The Committee may require each person receiving Shares in connection with any Award under the Plan to represent and agree with the Company in writing that such person
is acquiring such Shares for investment without a view to the distribution thereof, and/or provide such other representations and agreements as the Committee may prescribe. The Committee, in its absolute discretion, may impose such restrictions on
the ownership and transferability of the Shares purchasable or otherwise receivable by any person under any Award as it deems appropriate. Any such restrictions shall be set forth in the applicable Award Agreement, and the certificates evidencing
such shares may include any legend that the Committee deems appropriate to reflect any such restrictions.
(f) An Award and any Shares received upon the exercise or payment of an Award shall be subject to such other transfer and/or ownership restrictions and/or legending
requirements as the Committee may establish in its discretion and may be referred to on the certificates evidencing such Shares, including restrictions under applicable securities laws, under the requirements of any stock exchange or market upon
which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares.
18.11. Participants Deemed to Accept Plan. By accepting any benefit under the Plan, each Participant and each person claiming under or through any such Participant
shall be conclusively deemed to have indicated their acceptance and ratification of, and consent to, all of the terms and conditions of the Plan and any action taken under the Plan by the Board, the Committee or the Company, in any case in accordance
with the terms and conditions of the Plan.
18.12. Governing Law. The Plan and, except as provided below or in an applicable subplan, each Award Agreement to a Participant shall be governed by the laws of the
State of Israel, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction. Unless otherwise provided in the Award Agreement,
Participants are deemed to submit to the exclusive jurisdiction and venue of the courts in Tel-Aviv, Israel, to resolve any and all issues that may arise out of or relate to the Plan or any related Award Agreement.
18.13. Plan Unfunded. The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of
assets to assure the issuance of Shares or the payment of cash upon exercise or payment of any Award. Proceeds from the sale of Shares pursuant to Options or other Awards granted under the Plan shall constitute general funds of the Company.
18.14. Administration Costs. The Company shall bear all costs and expenses incurred in administering the Plan, including expenses of issuing Shares pursuant to any
Options or other Awards granted hereunder.
18.15. Uncertificated Shares. To the extent that the Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may
nevertheless be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange.
18.16. No Fractional Shares. An Option or other Award shall not be exercisable with respect to a fractional Share or the lesser of fifty (50) shares or the full
number of Shares then subject to the Option or other Award. No fractional Shares shall be issued upon the exercise or payment of an Option or other Award and any such fractions shall be rounded to the nearest whole number.
18.17. Participants. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws or practices of countries in which the Company, any
Affiliate, and/or any Subsidiary operates or has Employees, Non-Employee Directors or Consultants, the Committee, in its sole discretion, shall have the power and authority to:
| (a) |
Determine which Affiliates and Subsidiaries shall be covered by the Plan;
|
| (b) |
Determine which Employees, Non-Employee Directors and/or Consultants are eligible to participate in the Plan;
|
| (c) |
Grant Awards (including substitutes for Awards), and modify the terms and conditions of any Awards, on such terms and conditions as the Committee determines necessary or appropriate to permit participation in the Plan by individuals
otherwise eligible to so participate, or otherwise to comply with applicable laws or conform to applicable requirements or practices of the applicable jurisdictions;
|
| (d) |
Establish subplans and adopt or modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any subplans and modifications to Plan terms and procedures established under this
Section 18.18 by the Committee shall be attached to the Plan as appendices; and
|
| (e) |
Take any action, before or after an Award is made, that the Committee, in its discretion, deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals.
|
Notwithstanding the above, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate any applicable law.
EXHIBIT 8.1
List of Subsidiaries
|
Company
|
Jurisdiction of Incorporation
|
|
|
Allot Communications Inc.
|
United States
|
|
|
Allot Communications Europe SARL
|
France
|
|
|
Allot Communications (Asia Pacific) Pte. Limited
|
Singapore
|
|
|
Allot Communications (UK) Limited (with branches in Italy and Germany)
|
United Kingdom
|
|
|
Allot Communications Japan K.K.
|
Japan
|
|
|
Allot Communications Africa (PTY) Ltd
|
South Africa
|
|
|
Allot Communications India Private Ltd
|
India
|
|
|
Allot Communications Spain, S.L. Sociedad Unipersonal
|
Spain
|
|
|
Allot Communications (Colombia) S.A.S
|
Colombia
|
|
|
Allot MexSub
|
Mexico
|
|
|
Allot Turkey Komunikasion Hizmeleri limited.
|
Turkey
|
|
|
Allot Australia (PTY) LTD
|
Australia
|
* Allot Ltd also holds a branch in Colombia.
Exhibit 11.1
ALLOT LTD.
INSIDER TRADING POLICY
______
Effective as of February 2026
| A. |
INTRODUCTION AND LEGAL BACKGROUND
|
Allot Ltd. (the “Company”) is committed to the highest standards of ethics, as well as to full compliance with both the letter and the
spirit of all applicable rules and regulations. To that end, the Company’s board of directors has adopted this Policy on the Prevention of Insider Trading (this “Policy”) with respect to the trading of Company securities, as well as the trading in
securities of any other company about whom you learn material, nonpublic information in the course of performing your duties for the Company.
U.S. federal and state securities laws and the Israeli securities laws (collectively, the “Securities Laws”) prohibit the purchase or
sale of a company’s securities by “insiders” who are aware of material information about a company that is not generally known by or available to the public. These laws also prohibit persons who are aware of such material nonpublic information from
disclosing this information to others who may trade. Companies and their directors, officers and other supervisory personnel are also subject to liability if they fail to take reasonable steps to prevent insider trading by company personnel.
This Policy is designed to prevent insider trading or allegations of insider trading and even the appearance of improper conduct on the
part of anyone employed by or associated with the Company and to protect the Company’s reputation for integrity and ethical conduct. This Policy is also intended to enable Company personnel who hold Company securities or wish to invest in the Company
to do so in a manner consistent with applicable law. References in this Policy to the Company include any direct or indirect subsidiary of the Company. It is your obligation to understand and comply with this Policy. Failure to comply with the
policies and procedures set forth below can result in a serious violation of the Securities Laws, leading to potential civil and criminal penalties. Should you have any questions regarding this Policy, please contact the Company’s stock compliance
officer (the “Stock Compliance Officer”), Inbar Charash at icharash@allot.com.
| B. |
SCOPE OF POLICY
|
| 1. |
Persons Covered
|
This Policy covers trading by all directors, officers and other employees of the Company and its subsidiaries and all consultants and
contractors of the Company and its subsidiaries who have been granted Company stock options, as well as those consultants and contractors of the Company who are designated by the Stock Compliance Officer to be subject to this Policy (collectively,
“Restricted Persons”).
The same restrictions that apply to Restricted Persons also apply to “Associates” of such Restricted Persons, which consist of: (i) anyone
who lives in the household of a Restricted Person and (ii) any Family Member (as defined below) who does not live in the household of a Restricted Person but whose transactions in Company securities or Derivative Securities (as defined below) are
directed by or subject to the influence or control of a Restricted Person (such as parents or children who consult with a Restricted Person before they trade in Company securities or Derivative Securities). "Family Members" consist of the following
persons: any child, stepchild, grandchild, parent, stepparent, grandparent, spouse (or comparable co-habitation relationship), sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, in each case including
adoptive relationships.
- 2 -
In addition, Restricted Persons are expected to be responsible for compliance with this Policy in connection with securities transactions
by any trust or estate in which the Restricted Person or related individuals subject to this Policy is a settlor, beneficiary, trustee, executor or the like that has or shares with others the power to decide whether to buy or sell the Company
securities or Derivative Securities; any partnership in which the Restricted Person or such related individuals is a general partner; and any corporation in which the Restricted Person or such related individuals either singly or together own a
controlling interest; and any trust, corporation, charitable organization or other firm entity, or group where the Restricted Person or such related individuals has or shares with others the power to decide whether to buy or sell Company securities
or Derivative Securities.
| 2. |
Transactions Covered
|
This Policy applies to all transactions in Company securities, including ordinary shares, options for ordinary shares and any other
securities the Company may issue from time to time, such as warrants and convertible debentures, as well as to derivative securities relating to the Company’s ordinary shares, whether or not issued by the Company, such as exchange-traded options,
puts, calls and options (each, a “Derivative Security”). Transactions include gifts (including to trusts). This Policy does not apply to the grant or the exercise of employee stock options; however, this Policy does apply to the sale of Company
securities issued upon the exercise of options, including as part of a broker-assisted cashless exercise of an option or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.
| 3. |
Companies Covered
|
The prohibition on insider trading in this Policy is not limited to trading in the Company’s own securities, but also includes trading in
securities of any other company about whom a Restricted Person learns material, nonpublic information in the course of performing his or her duties for the Company. For example, it can include trading in securities of customers or suppliers of the
Company, competitors of the Company and those with which the Company may be negotiating major transactions, such as an acquisition, investment or sale. Information that is not material to the Company may nevertheless be material to one of those other
companies.
| C. |
DEFINITION OF MATERIAL NONPUBLIC INFORMATION
|
Material Information. Information is material if there is a substantial likelihood that a
reasonable investor would consider it important in deciding whether to buy, hold or sell a security. Any information that could reasonably be expected to affect the price of the security, whether positive or negative, is material. While it may be
difficult under this standard to determine whether particular information is material, there are various categories of information that are particularly sensitive and, as a general rule, should always be considered material. Examples of information
that is almost always regarded as material include:
| • |
quarterly or annual financial results;
|
| • |
projections of future earnings or losses, or other earnings guidance;
|
| • |
a significant increase or decrease in financial results;
|
| • |
significant actions by regulatory bodies;
|
| • |
significant management changes;
|
- 3 -
| • |
a purchase or sale of substantial assets;
|
| • |
launches or acquisitions of new products;
|
| • |
proposed securities offerings or joint ventures;
|
| • |
stock splits;
|
| • |
gain or loss of substantial customer or supplier;
|
| • |
impending bankruptcy or financial liquidity problems;
|
| • |
significant exposure due to actual or threatened litigation or the commencement of any major litigation;
|
| • |
significant product defects or modifications;
|
| • |
significant pricing changes;
|
| • |
a significant merger or acquisition proposal or agreement;
|
| • |
changes in dividend policy; or
|
| • |
any material development or expected material development in the Company or a material change or expected material change in the Company’s situation.
|
It is also important to keep in mind that material information need not be certain or definitive information. Even information concerning
events, actions, results, etc. that may happen can be considered material under certain circumstances. For example, if you found out that the Company was in merger negotiations, even though the deal had not yet been agreed to, that information could
very well be material.
Any Restricted Person who has questions as to the materiality of any nonpublic information is advised to contact the Stock Compliance
Officer for guidance. When in doubt as to the materiality of any nonpublic information, Restricted Persons should refrain from trading.
Nonpublic Information. Nonpublic information is information that is not generally known or
available to the public. Information is considered publicly available and thus public only when it has been released broadly to the market place (such as by a press release or a filing with the Securities and Exchange Commission (the “SEC”)) and the
investing public has had time to absorb the information fully. As a general rule, information is considered nonpublic until the second full trading day after the information has been released or filed. More limited dissemination of the information,
such as in a company communication to employees (even if it is to all employees generally) does not qualify as public disclosure for the purposes of this Policy.
| D. |
OUR POLICY
|
| 1. |
No Trading on Inside Information
|
No Restricted Person who is aware of material, nonpublic information may, directly or through family members or other persons or
entities, buy or sell securities of (a) the Company, or (b) any other company if the Restricted Person is aware of material nonpublic information about that company obtained in the course of his or her employment with or engagement by the Company.
- 4 -
| 2. |
No Tipping
|
Restricted Persons are prohibited from “tipping” others. The concept of unlawful tipping includes (i) passing on information to friends
or family members under circumstances that suggest that the tipper was trying to help them make a profit or avoid a loss or (ii) providing a person with trading advice with respect to the Company’s securities, Derivative Securities, securities of any
other company or Derivative Securities of such securities (even though the nonpublic information that provides the basis for the advice is not disclosed to the person) (each a “tippee”). When tipping occurs, both the tipper and the tippee may be held
liable, and this liability may extend to all those to whom the tippee, in turn, gives the information.
Restricted Persons should not discuss internal matters or developments with anyone outside of the Company (including family members),
except as required in the performance of his or her regular duties. This prohibition applies specifically (but not exclusively) to inquiries about the Company that may be made by the financial press, investment analysts or others in the financial
community. Unless an individual is expressly authorized to respond to inquiries of this nature, such inquiries should be referred to the Stock Compliance Officer. All memoranda, correspondence and other documents that reflect nonpublic information
should be kept in a secure place, such as a locked office, a locked file cabinet or a protected computer file, so that they cannot be seen or accessed by third persons.
No Restricted Persons at any time should participate in discussions or "talk backs" regarding the Company in Internet chat rooms, message
boards, websites or other similar venues. Posting Company information to such venues would be considered a violation of this Policy and be subject to appropriate disciplinary actions. Do not discuss material nonpublic information where it may be
overheard, such as in restaurants, elevators, restrooms, and other public places. Remember that cellular phone conversations are often overheard and that voice mail, text messages and e-mail messages may be retrieved by persons other than their
intended recipients, if not carefully addressed. A Restricted Person who believes that he or she may have inadvertently disclosed material non-public information should report this matter immediately to the Stock Compliance Officer.
| 3. |
Blackout Periods
|
| (a) |
Pre-Earnings Blackout Periods
|
Due to the particular sensitivity of trading by those who have access to the Company’s financial information as the Company’s financial
statements are being prepared, all Restricted Persons are subject to blackouts on trading during the period leading up to the release of quarterly or annual financial statements. To avoid even the appearance of trading on the basis of material,
nonpublic information, Restricted Persons may not trade in the Company’s securities during the period beginning 14 days prior to the end of the Company’s fiscal quarter or year and ending at the close of trading on the second full trading day
following the public dissemination by the Company of its quarterly (or, in the case of the fourth quarter, annual) financial results. The Stock Compliance Officer will endeavor to provide the Restricted Persons advance notice by e-mail of upcoming
blackout periods, although failure to give such notice does not affect the applicability of such blackout period.
- 5 -
| (b) |
Event-Specific Blackout Periods
|
From time to time, an event may occur that is material to the Company and which is known by only a few directors, officers and other
employees. Directors, officers and other employees designated by the Stock Compliance Officer and his or her Associates may not trade in the Company’s securities until they receive further notice from the Stock Compliance Officer. The existence of an
event-specific blackout will not be announced other than to those who are already aware of the event giving rise to the blackout. A person subject to an event-specific blackout who requests pre-clearance to trade in the Company’s securities will be
informed by the Stock Compliance Officer of the existence of the event-specific blackout period without disclosing the reason for it. Any Restricted Person or their Associates made aware of the existence of an event-specific blackout period should
not disclose the existence of the blackout for any reason. The failure of the Stock Compliance Officer to designate a person as being subject to an event-specific blackout shall not relieve that person of the obligation not to trade while aware of
material nonpublic information.
| E. |
GENERAL PROVISIONS
|
| 1. |
Ad hoc Exceptions
|
Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure)
are no exception to the basic policy described above. The Securities Laws do not recognize such mitigating circumstances and even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the
highest standard of conduct. Notwithstanding the foregoing, any two of the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer and Stock Compliance Officer may, on a case-by-case basis, authorize trading in the Company’s
securities during a restricted period due to financial hardship or other extenuating circumstances only after: (a) the person wishing to trade has notified the Company’s Stock Compliance Officer in writing (which writing may be in the form of
electronic mail) of the applicable circumstances and the amount and nature of the proposed trade(s), and (b) the person trading has certified to the Company’s Stock Compliance Officer in writing no earlier than two business days prior to the proposed
trade(s) that he or she is not in possession of material nonpublic information concerning the Company.
The Company may approve or reject any trading requests at its sole discretion.
| 2. |
Hedging Transactions
|
Certain forms of hedging or monetization transactions, such as zero-cost collars, short sales, calls, exchange funds and forward sale
contracts, involve the establishment of a short position in the Company’s securities and limit or eliminate the ability to profit from an increase in the value of the Company’s securities. These transactions allow the Restricted Person to continue to
own the covered Company security, but without the full risks and rewards of ownership. When that occurs, the Restricted Person may no longer have the same objectives as the Company’s other securityholders. Such transactions are complex and involve
many aspects of the Securities Laws. Restricted Persons are prohibited from employing any such methodologies or using any such financial instruments with respect to a Company security.
| 3. |
Standing Orders
|
A standing order placed with a broker to sell or purchase Company shares at a specified price leaves the shareholder with no control over the timing of the transaction. A transaction pursuant to a
standing order – which does not meet the standards of a Rule 10b5-1 Plan (as defined below) – executed by the broker when the Restricted Person is aware of material nonpublic information may result in unlawful insider trading. Accordingly, standing
orders are prohibited during any quarterly or event-specific blackout period and at any time that the Restricted Person is aware of material, non-public information.
- 6 -
| 4. |
Margin Accounts and Pledging
|
Restricted Persons are prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a
loan. This is because a margin or foreclosure sale may occur at a time when such persons are aware of material nonpublic information or otherwise are not permitted to trade in Company securities. An exception to this prohibition may be granted where
a Restricted Person wishes to pledge Company securities as collateral for a loan (not including margin debt) and clearly demonstrate the financial capacity to repay the loan without resort to the pledged securities. A Restricted Person that wishes to
pledge Company securities as collateral for a loan must submit a request for approval to the Stock Compliance Officer at least two weeks prior to the proposed execution of documents evidencing the proposed pledge.
| 5. |
Termination of Employment or Office
|
The restrictions set forth in this Policy apply to Restricted Persons and their Associates following the termination of their employment,
engagement or term of office, as applicable, for such period as the Stock Compliance Officer shall determine such person is likely to be in possession of material nonpublic information or until the information has become public or is no longer
material.
| 6. |
Personal Responsibility
|
The ultimate responsibility for adhering to this Policy and avoiding improper trading rests with you. Because there are so many “gray
areas” in the law of insider trading, you should not try to make close calls about what is legal or illegal by yourself. Err on the side of caution: either refrain from trading altogether if there is any question in your mind about the propriety of a
particular trade, even if it is proposed to take place outside of a blackout period, or consult with the Stock Compliance Officer with respect to a particular trade prior to execution. Remember, however, the ultimate responsibility for adhering to
this Policy and avoiding improper transactions rests with you. It is imperative that you use your best judgment.
| 7. |
Compliance with Policy
|
The Company expects strict compliance with these procedures by all Restricted Persons. Although this Policy is expressly not intended to
result in the imposition of additional legal liability that would not otherwise exist, failure to observe these procedures will be considered an extremely serious matter and may be grounds for appropriate disciplinary action, including termination of
employment. All employees must certify their understanding of, and intent to comply with, this Policy. An example of a certification which may be used to certify one's understanding and intended compliance with this Policy is set forth in Exhibit A.
- 7 -
| F. |
ADDITIONAL PROCEDURES
|
| 1. |
Pre-Clearance of Transactions in the Company’s Securities
|
To help prevent inadvertent violations of the Securities Laws and avoid even the appearance of trading on material, nonpublic
information, all directors and officers, as well as any other employees and consultants designated by the Stock Compliance Officer, may not engage in any transaction involving Company securities, without first obtaining the Stock Compliance Officer’s
pre-clearance of the transaction (the “Prior Approval Requirement”). The Prior Approval Requirement also applies to Associates of persons who are subject to the Prior Approval Requirement. The request for pre-clearance should be submitted at least
three business days in advance of the proposed transaction and should include the identity of the person making the request, the description of the proposed transaction, the proposed date of the transaction and the number of shares or
other securities to be involved. The Stock Compliance Officer is under no obligation to approve a transaction submitted for pre-clearance and may determine not to permit the transaction. In the case of a proposed transaction in the Company securities
or Derivative Securities by the Stock Compliance Officer (or other matters that would require a determination by the Stock Compliance Officer under this Policy), the Chief Executive Officer shall take such actions as are usually required of the Stock
Compliance Officer hereunder. In the case of a proposed transaction in the Company securities by the Chief Executive Officer (or other matters that would require a determination by the Stock Compliance Officer under this Policy), the Chairman of the
Board shall take such actions as are usually required of the Stock Compliance Officer hereunder. The granting of pre-clearance does not constitute legal advice and in no way relieves those persons who are subject to the Prior Approval Requirement of
their legal obligations to refrain from trading while in possession of material nonpublic information.
| 2. |
Rule 10b5-1 Plans
|
Pursuant to SEC Rule 10b5-1, directors, officers and other employees and consultants of the Company may establish written programs (a
“Rule 10b5-1 Plan”) which permit (i) automatic trading of the Company’s stock through a third-party broker or (ii) trading of the Company’s stock by an independent person (e.g., an investment banker) who is not aware of material nonpublic information
at the time of a trade. A person wishing to implement a Rule 10b5-1 Plan must notify the Company’s Stock Compliance Officer at least three business days prior to entering into the plan and must obtain the Stock Compliance Officer’s pre-clearance of
the plan. The Approved Plan must comply with the requirements of SEC Rule 10b5-1 and any conditions that the Company's Stock Compliance Officer may require. A person may only enter into a Rule 10b5-1 Plan (1) when not in possession of material
nonpublic information and (2) not during a blackout period. Any Rule 10b5-1 Plan must be a written, binding contract, instruction or plan and it must expressly specify the amounts, prices and dates of transactions (specifically or through a written
formula, or a combination thereof) or confer discretionary authority on another person (who is not a Restricted Person or Associate and otherwise is not in possession of material nonpublic information) to effect one or more purchase or sale
transactions for the account of the instructing person. In addition, the instructing person may not exercise any subsequent influence over how, when or whether the transactions are effected and the purchase or sale must occur pursuant to the Rule
10b5-1 Plan. Transactions effected pursuant to an approved Rule 10b5-1 Plan and in accordance with the applicable rules of the SEC are not subject to the prohibition on trading on the basis of material nonpublic information contained in this Policy
or the blackout period restrictions in this Policy, and will not require further approval at the time of the transaction. A person for whom a transaction is effected pursuant to a Rule 10b5-1 Plan must notify the Stock Compliance Officer immediately
following the consummation of the transaction.
- 8 -
Trading of the Company's stock would still remain subject to applicable provisions of Israeli law, including a presumption that sales and
purchases within a three month period are prohibited (see section F(3), below). In addition, the Rule 10b5-1 Plan must provide that the transactions shall be effected on the NASDAQ Stock Market (or any other stock market located outside Israel) via a
non-Israeli broker (although coordination with an Israeli affiliate, branch, agent of such broker shall be permitted) and may not be pre-arranged with an Israeli resident.
Any director or executive officer that wishes to do so must submit a request for approval to the Company’s Stock Compliance Officer at
least two weeks prior to the proposed execution of documents evidencing the proposed Rule 10b5-1 Plan.
| 3. |
Presumption Against Trading Within Three Months Under Israeli Law
|
Under applicable provisions of Israeli law, if an officer or director purchases Company securities within three months of the date that
he or she sold Company securities (or sells Company securities within three months of the date that he or she purchased Company securities), it would be prima facie evidence that such person was using inside information, and the office holder could
have the burden to prove that he or she was not using inside information. Therefore, although this Policy does not prohibit purchases and sales by office holders within a three month period, this Policy strongly discourages such practice.
| 4. |
Compliance with Section 16
|
(i) Obligations under Section 16. Section 16 of the Securities Exchange Act of 1934, as amended, and the
related rules and regulations (the “Exchange Act”) set forth reporting obligations applicable to directors and officers (as defined under Rule 16a-1(f) of the Exchange Act) of the Company.
(ii) Notification Requirements to Facilitate Section 16 Reporting. To facilitate timely reporting of
transactions pursuant to Section 16 requirements, each person subject to Section 16 reporting requirements must provide, or must ensure that such reporting person’s broker provides, the legal department of the Company with detailed information (e.g.,
trade date, number of shares, exact price, etc.) regarding such reporting person’s transactions involving Company securities, including gifts, transfers, pledges and transactions pursuant to a Rule 10b5-1 Plan, both prior to (to confirm compliance
with pre-clearance procedures, as applicable) and promptly following execution.
(iii) Personal Responsibility. The obligation to file Section 16 reports, and to otherwise comply with
Section 16, is personal. The Company is not responsible for the failure to comply with Section 16 requirements.
- 9 -
| G. |
POSSIBLE CONSEQUENCES AND PENALTIES OF INSIDER TRADING UNDER THE SECURITIES LAWS
|
The possible consequences of insider trading can be severe. Insider trading is a crime, penalized by criminal fines of up to $5 million
and imprisonment for up to 20 years. In addition, in the United States, the SEC may seek the imposition of a civil penalty of up to three times the profits made or losses avoided from the trading. Insider traders must also disgorge any profits made,
are often subjected to an injunction against future violations and may be barred from serving as officers or directors of public companies. Finally, under some circumstances, insider traders may be subjected to civil liability in private lawsuits.
Insider traders may also be liable for improper transactions by any person to whom they have disclosed material nonpublic information
regarding the Company or to whom they have made recommendations or expressed opinions on the basis of such information as to trading in Company securities. The SEC has imposed large penalties even when the disclosing person did not profit from the
trading.
The Company and its controlling persons (including the board of directors, as well as officers and other supervisory personnel) could also
be held vicariously responsible for the insider trading violations of employees if they fail to adopt adequate policies and procedures to prevent insider trading. If the Company fails to take the necessary steps to prevent illegal insider trading, it
may be held to have “controlling person” liability with civil penalties of up to the greater of $1 million and three times the profit gained or loss avoided, as well as a criminal penalty of up to $25 million.
For all of the foregoing reasons, it is very important, both to you and the Company, that this Policy be adhered to and insider trading
violations not occur. You should be aware that stock market surveillance techniques are becoming more sophisticated all the time, and the chance that U.S. federal authorities or the Israeli Securities Authority will detect and prosecute even
small-level insider trading is a significant one. Even an investigation that does not result in prosecution can tarnish one’s reputation and damage a career. In short, the risk of insider trading is simply not worth taking.
- 10 -
EXHIBIT A
ALLOT LTD.
INSIDER TRADING POLICY CERTIFICATION
To: Allot Ltd.
I, _____________ (name), have received and read a copy of the Allot
Ltd. (the “Company”) Insider Trading Policy dated [_____________] (the “Policy”). I hereby agree to strictly comply with the specific requirements of the
Policy (as well as any amendments to the Policy brought to my attention) in all respects during my employment or other service relationship with the Company. I understand that my failure to comply in all respects with the Policy, as so amended, is a
basis for termination for cause of my employment or other service relationship with the Company or its subsidiaries.
By: ___________________________
Name:
Title:
Date: _________________________
Please certify your receipt of the attached insider trading policy by dating and signing this certification and returning it to Inbar
Charash at the Company’s corporate office or e-mail to icharash@allot.com.
- 11 -
EXHIBIT 12.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
EXCHANGE ACT RULE 13a-14(a)/15d-14(d)
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
EXCHANGE ACT RULE 13a-14(a)/15d-14(d)
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Eyal Harari, certify that:
| 1. |
I have reviewed this annual report on Form 20-F of Allot Ltd. (the “company”);
|
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for,
the periods presented in this report;
|
| 4. |
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
| (a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
| (b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
| (c) |
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
|
| (d) |
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the
company’s internal control over financial reporting; and
|
| 5. |
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or
persons performing the equivalent functions):
|
| (a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and
|
| (b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
|
|
/s/ Eyal Harari
Eyal Harari
President and Chief Executive Officer
(Principal Executive Officer)
|
Date: March 26, 2026
Exhibit 12.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
EXCHANGE ACT RULE 13a-14(a)/15d-14(d)
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
EXCHANGE ACT RULE 13a-14(a)/15d-14(d)
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Liat Nahum, certify that:
| 1. |
I have reviewed this annual report on Form 20-F of Allot Ltd. (the “company”);
|
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for,
the periods presented in this report;
|
| 4. |
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
| (a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
| (b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
| (c) |
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
|
| (d) |
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the
company’s internal control over financial reporting; and
|
| 5. |
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or
persons performing the equivalent functions):
|
| (a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report
financial information; and
|
| (b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
/s/ Liat Nahum
Liat Nahum
Chief Financial Officer
(Principal Financial Officer)
|
Date: March 26, 2026
EXHIBIT 13.1
CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Allot Ltd. (the “Company”) on Form 20-F for the period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the
“Report”), I, Eyal Harari, and I, Liat Nahum, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
| ● |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
| ● |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
|
|
/s/ Eyal Harari
Eyal Harari
President and Chief Executive Officer
(Principal Executive Officer)
|
Date: March 26, 2026
|
|
/s/ Liat Nahum
Liat Nahum
Chief Financial Officer
(Principal Financial Officer)
|
Date: March 26, 2026
A signed original of this written statement required by Section 906 has been provided to Allot Ltd. and will be retained by Allot Ltd. and furnished to the Securities and Exchange Commission or its
staff upon request.
Exhibit 15.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration Statements:
| (1) |
Registration Statement (Form F-3 No. 333-286174) of Allot Ltd., and
|
| (2) |
Registration Statements (Form S-8 Nos. 333-140701,333-149237, 333-159306, 333-165144, 333-172492, 333-180770, 333-187406, 333-194833, 333-203028, 333-210420, 333-216893, 333-223838, 333-230391, 333-237405, 333-254298, 333-263767,
333-270903, 333-278607 and 333-285268) pertaining to the 2016 Incentive Compensation Plan (formerly the 2006 Incentive Compensation Plan) of Allot Ltd.;
|
of our reports dated March 26, 2026, with respect to the consolidated financial statements of Allot Ltd., and the effectiveness of internal control over financial reporting of Allot Ltd., included
in this Annual Report (Form 20-F) of Allot Ltd. for the year ended December 31, 2025.
|
Tel-Aviv, Israel
|
/s/ Kost Forer Gabbay & Kasierer
|
|
March 26, 2026
|
A Member of EY Global
|