Allot Ltd 6-K, filed Sep 9, 2026
Allot Ltd. (ALLT)
About this 6-K
Allot Ltd filed this 6-K on September 9, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September
Commission File Number
(Translation of registrant’s name into English)
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
This Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) filed by Allot Ltd. (the “Company”) consists of the Company’s: (i) condensed consolidated financial statements for the six months ended June 30, 2026, which are attached hereto as Exhibit 99.1 and are incorporated by reference herein; and (ii) management's discussion and analysis of financial condition and results of operations for the six months ended June 30, 2026, which is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
This Form 6-K, including its exhibits, is incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-264202 and 333-286174) filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 8, 2022 and March 27, 2025, respectively, and Form S-8 (File 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, 333-285268 and 333-294623) filed with the SEC on February 14, 2007, February 14, 2008, May 18, 2009, March 2, 2010, February 28, 2011, April 17, 2012, March 21, 2013, March 27, 2014, March 26, 2015, March 28, 2016, March 23, 2017, March 22, 2018, March 19, 2019, March 26, 2020, March 15, 2021, March 22, 2022, March 28, 2023, April 10, 2024, February 26, 2025 and March 26, 2026, respectively.
1
EXHIBIT INDEX
| Exhibit No. | Exhibit | |
| 99.1 | Condensed consolidated financial statements of Allot Ltd. and its subsidiaries for the six months ended June 30, 2026. | |
| 99.2 | Management's Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2026. | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Allot Ltd. | ||
| September 9, 2026 | By: | /s/ Liat Nahum |
| Liat Nahum | ||
| Chief Financial Officer | ||
3
Exhibit 99.1
ALLOT LTD.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
AS OF JUNE 30, 2026
U.S. DOLLARS IN THOUSANDS
ALLOT LTD.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
AS OF JUNE 30, 2026
U.S. DOLLARS IN THOUSANDS
INDEX
- - - - - - - -
F - 2
ALLOT LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
U.S. dollars in thousands
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| 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 $ |
||||||||
| 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 | ||||||||
| Goodwill | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
F - 3
ALLOT LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| 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 | ||||||||
| 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 condensed consolidated financial statements.
F - 4
ALLOT LTD.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
U.S. dollars in thousands, except share and per share data
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | ||||||||
| Products | $ | $ | ||||||
| Services | ||||||||
| Total revenues | ||||||||
| Cost of revenues | ||||||||
| Products | ||||||||
| Services | ||||||||
| Total cost of revenues | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Research and development costs (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 expenses | ( |
) | ||||||
| Income tax expenses | ||||||||
| Net income (loss) | $ | $ | ( |
) | ||||
| Income (loss) per share | ||||||||
| Basic | $ | $ | ( |
) | ||||
| Diluted | $ | $ | ( |
) | ||||
| Weighted average shares outstanding | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
| Unrealized (loss) income on available-for-sale marketable securities | ( |
) | ||||||
| Total comprehensive (loss) income from available-for-sale marketable securities | ( |
) | ||||||
| Unrealized income on foreign currency cash flow hedges transactions | ||||||||
| Net amount reclassified to earnings from hedging transactions | ( |
) | ( |
) | ||||
| Total comprehensive (loss) income from hedge transactions | ( |
) | ||||||
| Total other comprehensive (loss) income | ( |
) | ||||||
| Total comprehensive income | ||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
F - 5
ALLOT LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
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 December 31, 2024 | ( |
) | ( |
) | ||||||||||||||||||||||||
| Issuance of share capital | ||||||||||||||||||||||||||||
| Exercise of share options and restricted share units | ||||||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||||||
| Other comprehensive income | - | |||||||||||||||||||||||||||
| Net loss | - | ( |
) | ( |
) | |||||||||||||||||||||||
| Balance as of June 30, 2025 | ( |
) | ( |
) | ||||||||||||||||||||||||
| Balance as of December 31, 2025 | ( |
) | ( |
) | ||||||||||||||||||||||||
| Exercise of restricted share units | ( |
) | ||||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||||||
| Other comprehensive loss | - | ( |
) | ( |
) | |||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||
| Balance as of June 30, 2026 | ( |
) | ( |
) | ||||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
F - 6
ALLOT LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
U.S. dollars in thousands
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | ( |
) | ||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Share-based compensation | ||||||||
| Capital loss | ||||||||
| Loss from extinguishment | ||||||||
| Other income | ( |
) | ||||||
| Amortization of premium, discount and accrued interest on marketable securities | ( |
) | ( |
) | ||||
| Financial income from lease modification | ( |
) | ||||||
| Loss (gain) of foreign exchange on cash and cash equivalents | ( |
) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| (Decrease) increase in accrued severance pay, net | ( |
) | ||||||
| (Increase) decrease in other assets, other receivables and prepaid expenses | ( |
) | ||||||
| Increase (decrease) in operating leases liability | ( |
) | ||||||
| Decrease in operating lease right-of-use asset | ||||||||
| Increase in trade receivables, net | ( |
) | ( |
) | ||||
| (Increase) decrease in inventories | ( |
) | ||||||
| Increase (decrease) in trade payables | ( |
) | ||||||
| (Decrease) increase in employees and payroll accruals | ( |
) | ||||||
| Increase in deferred revenues | ||||||||
| Increase in other payables and accrued expenses | ||||||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Decrease in restricted deposit | ||||||||
| Investment in short-term bank deposits | ( |
) | ( |
) | ||||
| Withdrawal of short-term bank deposits | ||||||||
| Purchase of property and equipment | ( |
) | ( |
) | ||||
| Investment in marketable securitie | ( |
) | ( |
) | ||||
| Proceeds from redemption or sale of marketable securities | ||||||||
| Proceeds from sale of patent | ||||||||
| Net cash used in investing activities | ( |
) | ( |
) | ||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
F - 7
ALLOT LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
U.S. dollars in thousands
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| 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 | ( |
) | ||||||
| Decrease (increase) in cash and cash equivalents | ( |
) | ||||||
| Cash, cash equivalents at the beginning of the period | ||||||||
| Cash, cash equivalents at the end of the period | $ | $ | ||||||
| Non-cash activities: | ||||||||
| Right-of-use assets obtained in the exchange for operating lease liabilities | ( |
) | ||||||
| Redemption of convertible debt | ( |
) | ||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
F - 8
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 2: - Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting, and include the accounts of Allot Ltd. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
The condensed consolidated balance sheet as of June 30, 2026, was derived from the audited consolidated financial statements as of December 31, 2025, but does not include all of the disclosures, including certain notes required by GAAP on an annual reporting basis. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2025., included in the Company’s Annual Report on Form 20-F/A for the year ended December 31, 2025 filed with the SEC on March 31, 2026. Certain prior year amounts have been reclassified to conform to current year presentation.
In management’s opinion, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of June 30, 2026 and the Company’s condensed consolidated results of operations, shareholders’ equity, and cash flows for the six months ended June 30, 2026 and 2025. The results for the six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the full year ending December 31, 2026 or any other future interim or annual period.
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.
F - 9
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 2: - Summary of Significant Accounting Policies (Cont.)
Revenues
During the six months ended June 30, 2026 and 2025, the Company recognized revenue of approximately $
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 June 30, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations that the Company expects to recognize is $
Significant Accounting Policies
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.
In November 2024, the FASB issued ASU 2024-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): “Disaggregation of Income (loss) Statement Expenses” (“ASU 2024-03”). ASU 2024-03 requires disaggregation of certain costs and expenses included in each relevant expense caption on the Company's consolidated income (loss) statements in a separate note to the financial statements at each interim and annual reporting period, including amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03 on its consolidated financial statements disclosures.
F - 10
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 2: - Summary of Significant Accounting Policies (Cont.)
In December 2025, the FASB issued ASU 2025-10, “Accounting for Government Grants Received by Business Entities” (“ASU 2025-10”), which establishes the accounting and presentation for government grants received by a business entity. ASU 2025-10 is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. Early adoption is permitted. ASU 2025-10 permits an entity to apply the new guidance using a modified prospective basis, a modified retrospective basis, or a full retrospective basis. The Company is currently evaluating the impact of adopting ASU 2025-10 on its consolidated financial statements.
Recently issued and adopted pronouncements
In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”). This amendment introduces a practical expedient for the application of the current expected credit loss (“CECL”) model to current accounts receivable and contract assets. The practical expedient allows entities to assume that conditions as of the balance sheet date remain unchanged over the remaining life of these assets, thereby eliminating the need to incorporate macroeconomic forecasts. ASU 2025-05 is effective beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company adopted this ASU as of January 1, 2026. The adoption of this new ASU did not have a material impact on the Company's condensed consolidated financial statements.
NOTE 3: - AVAILABLE-FOR-SALE MARKETABLE SECURITIES
The following is a summary of available-for-sale marketable securities:
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||
| Amortized cost | Gross unrealized gain |
Gross unrealized |
Fair value |
Amortized cost | Gross unrealized gain |
Gross unrealized |
Fair value |
|||||||||||||||||||||||||
| Available-for-sale - matures within one year: | ||||||||||||||||||||||||||||||||
| US Governmental debentures | ( |
) | ||||||||||||||||||||||||||||||
| $ | $ | $ | ( |
) | $ | $ | $ | $ | $ | |||||||||||||||||||||||
As of June 30, 2026 and December 31, 2025, the Company had no investments with a significant unrealized loss for more than 12 months.
As of June 30, 2026 and December 31, 2025, no credit loss impairment was recorded regarding the available for sale marketable securities.
F - 11
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 4: - FAIR VALUE MEASUREMENTS
In accordance with ASC No. 820, the Company measures its marketable securities, foreign currency derivative instruments and money market funds at fair value. Money market funds are classified within Level 1. This is because these assets are valued using quoted market prices. Foreign currency derivative contracts and Available-for-sale marketable securities are classified within Level 2. This is because these assets are valued using alternative pricing sources and models utilizing market observable inputs.
The Company's financial instruments on June 30, 2026, and December 31, 2025, consisted of cash and cash equivalents, bank deposits, trade and other accounts receivable, other current assets and trade and other payables. The carrying amounts of the financial instruments, approximate fair value due to their short maturity.
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 June 30, 2026 and December 31, 2025, respectively:
| As of June 30, 2026 | ||||||||||||||||
| Fair value measurements using input type | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Money market funds -cash equivalent | $ | $ | $ | $ | ||||||||||||
| Available-for-sale marketable securities | ||||||||||||||||
| Foreign currency derivative contracts | ||||||||||||||||
| Total financial assets | $ | $ | $ | $ | ||||||||||||
| As of December 31, 2025 | ||||||||||||||||
| Fair value measurements using input type | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Money market funds -cash equivalent | $ | $ | $ | $ | ||||||||||||
| Available-for-sale marketable securities | ||||||||||||||||
| Foreign currency derivative contracts | ||||||||||||||||
| Total financial assets | $ | $ | $ | $ | ||||||||||||
F - 12
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
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 an accumulated unrealized income associated with cash flow hedges of $
The fair value amounts of outstanding foreign currency contracts in U.S. dollar as of the periods presented were as follows:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Derivatives Designated as Hedging Instruments | ||||||||
| Foreign currency contracts | $ | $ | ||||||
| Derivatives Not Designated as Hedging Instruments | ||||||||
| Foreign currency contracts | ||||||||
| Total derivative instruments | $ | $ | ||||||
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Amounts reclassified from accumulated other comprehensive income to: | ||||||||
| Cost of revenues | $ | $ | ||||||
| Research and development | ||||||||
| Sales and marketing | ||||||||
| General and administrative | ||||||||
| Net amount reclassified to earnings from hedging transactions | $ | $ | ||||||
F - 13
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 5: - DERIVATIVE INSTRUMENTS(Cont.)
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 six months ended June 30, 2026 and 2025, was $
As of June 30, 2026, and December 31, 2025, the Company’s outstanding non-hedge transactions were $
NOTE 6: - INVENTORIES
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Raw materials | $ | $ | ||||||
| Finished goods | ||||||||
| $ | $ | |||||||
As of June 30, 2026 and December 31, 2025 , 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 $
NOTE 7: - PROPERTY AND EQUIPMENT, NET
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| 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 six months ended June 30, 2026 and 2025 was $
F - 14
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 8: - COMMITMENTS AND CONTINGENT LIABILITIES
| a. | Liens and guarantees: |
As of June 30, 2026, the Company has provided bank guarantees in respect of performance obligation to customers in an aggregate amount of approximately $
| 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. $
There are currently no ongoing legal proceedings with any of these minority shareholders.
NOTE 9: - SHAREHOLDERS' EQUITY
| a. | Company's shares: |
As of June 30, 2026, the Company's authorized share capital consists of NIS
| b. | Option Plan and RSUs: |
On March 28, 2016, the Company adopted the 2016 Incentive Compensation Plan (the “2016 Incentive Compensation Plan”). The 2016 Incentive Compensation Plan provides for the grant of share options (including incentive share options and non-qualified share options), ordinary shares, RSUs, PSUs, and other share-based awards.
F - 15
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
The following provides a summary of the RSUs and PSUs activity for the Company for the six months ended June 30, 2026:
|
Number of shares upon exercise |
Weighted average share price | |||||||
| Outstanding at beginning of year | $ | |||||||
| Granted | $ | |||||||
| Vested | ( |
) | $ | |||||
| Forfeited | ( |
) | $ | |||||
| Unvested at end of June 2026 | $ | |||||||
As of June 30, 2026, $
As of June 30, 2026,
The Company granted
| 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
| d. | Share Repurchase Program |
As of June 23, 2026, the Company was authorized to purchase up to $
F - 16
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 10: - TAXES ON INCOME
The Company’s quarterly tax provision and estimates of its annual effective tax rate are subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, tax law developments, non-deductible expenses, excess tax benefits from share-based compensation awards, and changes in its valuation allowance. Income tax expenses were $
NOTE 11: - 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. The Company’s CODM does not regularly review asset information and, therefore, the Company does not report asset information.
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:
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Europe | $ | $ | ||||||
| Asia and Oceania | ||||||||
| Americas | ||||||||
| Middle East and Africa | ||||||||
| $ | $ | |||||||
The following presents total long-lived assets, including property, plant and equipment and right-of-use assets, as of June 30, 2026, and December 31, 2025:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Israel | $ | $ | ||||||
| Other | ||||||||
| $ | $ | |||||||
F - 17
ALLOT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
NOTE 12: - 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 $
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 $
F - 18
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This operating and financial review and prospects provides information that we believe to be relevant to an assessment and understanding of our results of operations and financial condition for the period described. This discussion should be read in conjunction with our consolidated interim financial statements and the notes to the financial statements for the six months ended June 30, 2026, furnished with our Report of Foreign Private Issuer on Form 6-K. In addition, this information should also be read in conjunction with the information contained in our Annual Report on Form 20-F for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2026 (our “Annual Report” as amended by Amendment No. 1 to our Annual Report on Form 20-F filed with the SEC on March 31, 2026, which comparative information is herein incorporated by reference), including the consolidated annual financial statements as of December 31, 2025 and their accompanying notes included therein and “Item 5. Operating and Financial Review and Prospects.”
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 including, but not limited to our statements regarding future revenues and revenue mix, our plans to invest in research and development, and our potential pursuit of acquisitions and investments opportunities or additional equity or debt financing. As a result of many factors, such as those set forth under “ITEM 3.D: Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” of our Annual Report, our actual results may differ materially from those anticipated in these forward-looking statements.
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.
Key Components of Results of Operations
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 to date have 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.
Comparison of Period to Period Results of Operations
The following table sets forth our results of operations in dollars and as a percentage of revenues for the periods indicated:
| Six Months Ended June 30, | ||||||||
| (In USD thousands) | ||||||||
| 2026 | 2025 | |||||||
| Revenues | ||||||||
| Products | 14,176 | 14,040 | ||||||
| Services | 39,986 | 33,161 | ||||||
| Total revenues | 54,162 | 47,201 | ||||||
| Cost of revenues: | ||||||||
| Products | 6,336 | 6,136 | ||||||
| Services | 9,316 | 7,687 | ||||||
| Total cost of revenues | 15,652 | 13,823 | ||||||
| Gross profit | 38,510 | 33,378 | ||||||
| Operating expenses: | ||||||||
| Research and development (net of grant participations of $48and $68 for the six months ended June 30, 2026, and 2025, respectively) | 13,273 | 13,252 | ||||||
| Sales and marketing | 15,865 | 14,599 | ||||||
| General and administrative | 6,745 | 6,643 | ||||||
| Total operating expenses | 35,883 | 34,494 | ||||||
| Operating income (loss) | 2,627 | (1,116 | ) | |||||
| Loss from extinguishment | - | (1,410 | ) | |||||
| Other income | - | 100 | ||||||
| Financial income, net | 2,760 | 1,033 | ||||||
| Income (loss) before income tax expense | 5,387 | (1,393 | ) | |||||
| Income tax expense | 872 | 628 | ||||||
| Net income (loss) | 4,515 | (2,021 | ) | |||||
Products. Product revenues increased by $0.2 million, or approximately 1%, to $14.2 million in the six months ended June 30, 2026, from $14 million in the six months ended June 30, 2025. The slight increase in product revenues is primarily attributable to the timing of AllotSmart projects deployments.
Services. Service revenue includes revenues from professional services, SECaaS and support and maintenance. Service revenues increased by $6.8 million, or 20.5%, to $40 million in the six months ended June 30, 2026, from $33.2 million in the six months ended June 30, 2025. The increase in service revenues is primarily attributable to growth in SECaaS revenue, reflecting expansion of the subscriber base and higher recurring service revenues.
Product revenues comprised 26.2% of our total revenues in the six months ended June 30, 2026, a decrease of 3.5% compared to the six months ended June 30, 2025, while the services revenues portion of total revenues comprised 73.8% of our total revenues in the six months ended June 30, 2026, an increase of 3.5% compared to the six months ended June 30, 2025.
Geographic Breakdown. During the six months ended June 30, 2026, Revenues in the Americas increased by $5.5 million, or 80.9%, to $12.3 million, compared to $6.8 million in the six months ended June 30, 2025. The increase was primarily driven by higher SECaaS revenues and growth in recurring service revenue.
Revenues in Europe, the Middle East and Africa (EMEA) decreased by $2.5 million, or 7.7%, to $30.1 million, compared to $32.6 million in the six months ended June 30, 2025. This decrease primarily relates to timing of AllotSmart project completion in the region during the current period. Revenues in Asia Pacific increased by $3.9 million, or 49.4%, to $11.8 million, compared to $7.9 million in the six months ended June 30, 2025. The increase was primarily driven by growth in recurring service revenue from existing customer deployments.
Cost of revenues and gross margin
Our products’ cost of revenues consists primarily of costs of materials and manufacturing services, overhead, warehousing and product testing. Our services’ cost of revenues consists primarily of salaries and related personnel costs for our customer success staff.
Products. Cost of product revenues increased by $0.2 million, or 3.3%, to $6.3 million in the six months ended June 30, 2026 from $6.1 million in the six months ended June 30, 2025. The increase was primarily attributable to changes in product mix and higher product-related costs. Product gross margin decreased to 55.6% in the six months ended June 30, 2026 from 56.4% in the six months ended June 30, 2025.
Services. Cost of services revenues increased by $1.6 million, or 20.8%, to $9.3 million in the six months ended June 30, 2026 from $7.7 million in the six months ended June 30, 2025. This increase is primarily attributable to the overall growth in service revenues, including increased SECaaS activity and related service delivery costs. Service gross margin was 76.8% for each six months ended June 30, 2026 and 2025.
Total gross margin for the six months ended June 30, 2026 increased to 71.2%, compared to 70.8% for the six months ended June 30, 2025. The increase in gross margin is attributable to changes in our mix of services and products due to increase in SECaaS revenue.
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. We believe that significant investment in research and development, including hiring high quality research and development personnel, is essential to our future success.
Net research and development expenses were $13.3 million, for each six months ended June 30, 2026 and 2025. Net research and development expenses as a percentage of total revenues decreased to 24.5% in the six months ended June 30, 2026 from 28.2% in the six months ended June 30, 2025.
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.
Sales and marketing expenses increased by $1.3 million, or 8.9%, to $15.9 million in the six months ended June 30, 2026 from $14.6 million in the six months ended June 30, 2025. The increase is primarily attributable to higher employee-related costs due to increase in headcount associated with revenue growth. Sales and marketing expenses as a percentage of total revenues decreased to 29.3% in the six months ended June 30, 2026 from 30.9% in the six months ended June 30, 2025.
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, the Nasdaq Stock Market and the Tel Aviv Stock Exchange and premiums for our director and officer liability insurance.
General and administrative expenses increased by $0.1 million, or 1.5%, to $6.7 million in the six months ended June 30, 2026, from $6.6 million in the six months ended June 30, 2025. The General and administrative expenses remained substantially consistent with the prior-year period. General and administrative expenses as a percentage of total revenues decreased to 12.4% in the six months ended June 30, 2026 from 14.0% in the six months ended June 30, 2025.
Financial income, net. In the six months ended June 30, 2026, we had $2.8 million Financial income, net. In the six months ended June 30, 2025, we had $1.0 million Financial income, net. The increase was primarily attributable to income recognized from a lease modification, together with exchange rate.
Income tax expense. In the six months ended June 30, 2026, we had $0.9 million income tax expense. In the six months ended June 30, 2025, we had $0.6 million income tax expense. The change in 2026 was mainly attributed to withholding tax expense.
Liquidity and Capital Resources
As of June 30, 2026, we had $13.8 million in cash and cash equivalents, $57.3 million in available for sale marketable securities, $31.1 million in short-term bank deposits, $3.6 million in short-term restricted deposits and $0.7 million in long-term restricted deposits. As of June 30, 2026, our working capital, which we calculate by subtracting our current liabilities from our current assets, was $88.0 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.
In June 2026, our Board of Directors authorized a share repurchase program to repurchase up to $40 million of our ordinary shares (the “Share Repurchase Program”). Repurchases under the Share Repurchase Program may be made from time to time at management’s discretion in the open market, in privately negotiated transactions, or otherwise, on the Tel Aviv Stock Exchange and Nasdaq, in compliance with applicable laws and regulations. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. We may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of our shares under this authorization.
The timing and amount of repurchases will depend on market conditions, share price, liquidity, and other factors. The Share Repurchase Program does not have a fixed expiration date, does not obligate us to repurchase any specific amount of shares, and may be modified, suspended, or discontinued at any time. We intend to fund the program from existing cash resources.
Operating activities. Net cash provided by operating activities was $19.0 million for the six months ended June 30, 2026, compared with net cash used in operating activities of $5.7 million for the six months ended June 30, 2025. The change is primarily attributable to growth in deferred revenue and customer collections.
Investing activities. Net cash used in investing activities was $22.4 million for the six months ended June 30, 2026, compared with net cash used in investing activities of $1.8 million for the six months ended June 30, 2025. The change is primarily attributable to the investment of excess cash in deposits and marketable securities.
Financing activities. There was no net cash provided by financing activities in the six months ended June 30, 2026, compared with $6.5 million of net cash provided by financing activities in the six months ended June 30, 2025. The change is primarily attributable to the issuance of share capital, offset by the redemption of convertible debt in the prior year period.