6-K
NICE Ltd. (NICE)
SECURITIES ANDEXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2026 (Report No. 1)
Commission File Number: 0-27466
NICELTD.
| (Translation of Registrant’s Name into English) |
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13 Zarchin Street, P.O. Box 690, Ra’anana 4310602, Israel
| (Address of Principal Executive Offices) |
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
THE GAAP FINANCIAL STATEMENTS ATTACHED TO THE PRESS RELEASE ATTACHED HERETO AS EXHIBIT 99.1 OF THIS REPORT ON FORM 6-K ARE HEREBY INCORPORATED BY REFERENCE INTO NICE LTD.`S (“NICE”) REGISTRATION STATEMENTS ON FORM S-8 (REGISTRATION STATEMENT NOS. 333-166364, 333-168100, 333-171165, 333-162795, 333-162110, 333-06784, 333-08146, 333-11842, 333-09350, 333-11154, 333-111112, 333-111113, 333-134355, 333-144589, 333-145981, 333-153230, 333-177510, 333-179408, 333-181375, 333-191176, 333-199904, 333-210341, 333-210343, 333-210344, 333-214584, 333-226930, 333-228911, 333-249186, 333-270969, 333-290600, and 333-290601), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
CONTENTS
This Report on Form 6-K of NICE consists of the following documents, which are attached hereto and incorporated by reference herein:
99.1 Press Release: NiCE Reports 10% Year-Over-Year Revenue Growth Driven by 14.6% Cloud Revenue Growth in First Quarter 2026, Dated May 6, 2026.
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.
| NICE LTD.<br><br><br><br><br><br><br><br>By: /s/ Alon Levy<br><br><br><br>Name: Alon Levy<br><br><br><br>Title: Vice President,<br>General Counsel and Corporate Secretary<br><br><br><br><br><br><br>Dated: May 6, 2026 |
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EXHIBIT INDEX
99.1 Press Release: NiCE Reports 10% Year-Over-Year Revenue Growth Driven by 14.6% Cloud Revenue Growth in First Quarter 2026, Dated May 6, 2026.
Exhibit 99.1
NiCE Reports 10% Year-Over-Year Revenue Growth Driven by 14.6% Cloud
Revenue Growth in First Quarter 2026
| · | Q1<br> 2026 AI ARR increased 66% year over year |
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| · | Share<br> repurchases in Q1 2026 of $253 million |
| --- | --- |
| · | Company<br> raises full-year 2026 EPS guidance |
| --- | --- |
Hoboken, New Jersey, May 6, 2026
- NiCE (NASDAQ: NICE) today announced results for the first quarter ended March 31, 2026, as compared to the corresponding period of the previous year.
First Quarter 2026 FinancialHighlights*
| GAAP |
|---|
| Total<br> revenue was 768.6 million and increased 9.8% |
| Cloud<br> revenue was 603.4 million and increased 14.6% |
| Operating<br> income was 126.8 million with operating margin of 16.5% |
| Diluted<br> EPS was 0.77 |
| Net<br> cash provided by operating activities was 179.2 million |
All values are in US Dollars.
*For all periods presented, there were no adjustments to the GAAP revenue, and thus the non-GAAP revenue is equal to the GAAP revenue presented.
“We delivered a solid start to 2026, reflecting disciplined execution and strong momentum across our AI-native CX platform,” said Scott Russell, CEO of NiCE. “In the first quarter, we exceeded the high end of our guidance on both revenue and non-GAAP EPS, and delivered cloud revenue growth of 14.6% year over year. AI remains a powerful growth driver, with AI ARR increasing 66% year over year and included in 100% of our CXone enterprise deals, highlighting the growing adoption of our AI solutions at scale. International markets were another area of strength, with 30% revenue growth as we continue to expand large enterprise deployments globally.”
Mr. Russell continued, “Eight months after closing Cognigy, integration is ahead of plan and execution is accelerating. Together, NiCE and Cognigy offer the only fully AI-native CX platform that unifies voice, digital, and agentic AI at enterprise scale, delivering measurable outcomes for customers in production environments. AI is expanding our market opportunity beyond the contact center, and with strong bookings momentum, and increasing partner contribution, we are well positioned to extend our leadership in CX AI and drive sustained growth in 2026 and beyond.”
GAAP Financial Highlights forthe First Quarter Ended March 31:
Revenues:
First quarter 2026 total revenues increased 9.8% year over year to $768.6 million compared to $700.2 million for the first quarter of 2025.
Gross Profit:
First quarter 2026 gross profit was $494.8 million compared to $468.1 million for the first quarter of 2025. First quarter 2026 gross margin was 64.4% compared to 66.9% for the first quarter of 2025.
Operating Income:
First quarter 2026 operating income was $126.8 million compared to $148.2 million for the first quarter of 2025. First quarter 2026 operating margin was 16.5% compared to 21.2% for the first quarter of 2025.
Net Income:
First quarter 2026 net income was $46.8 million compared to $129.3 million for the first quarter of 2025. First quarter 2026 net income margin was 6.1% compared to 18.5% for the first quarter of 2025.
Fully Diluted Earnings Per Share:
Fully diluted earnings per share for the first quarter of 2026 was $0.77 compared to $2.01 in the first quarter of 2025.
Cash Flow and Cash Balance:
First quarter 2026 operating cash flow was $179.2 million. In the first quarter of 2026, $253.3 million was used for share repurchases. As of March 31, 2026, total cash and cash equivalents, and short-term investments were $304.1 million, with no outstanding debt.
Non-GAAP Financial Highlightsfor the First Quarter Ended March 31:
Revenues:
First quarter 2026 non-GAAP total revenues increased 9.8% year over year to $768.6 million compared to $700.2 million for the first quarter of 2025.
Gross Profit:
First quarter 2026 non-GAAP gross profit was $525.5 million compared to $489.2 million for the first quarter of 2025. First quarter 2026 non-GAAP gross margin was 68.4% compared to 69.9% for the first quarter of 2025.
Operating Income:
First quarter 2026 non-GAAP operating income was $199.7 million compared to $213.6 million for the first quarter of 2025. First quarter 2026 non-GAAP operating margin was 26.0% compared to 30.5% for the first quarter of 2025.
Net Income:
First quarter 2026 non-GAAP net income was $160.1 million compared to $185.0 million for the first quarter of 2025. First quarter 2026 non-GAAP net income margin totaled 20.8% compared to 26.4% for the first quarter of 2025.
Fully Diluted Earnings Per Share:
First quarter 2026 non-GAAP fully diluted earnings per share was $2.64 compared to $2.87 for the first quarter of 2025.
Second Quarter and FullYear 2026 Guidance:
Second-Quarter 2026:
Second-quarter 2026 non-GAAP total revenues are expected to be in a range of $761 million to $771 million, representing 5.5% year over year growth at the midpoint.
Second-quarter 2026 non-GAAP fully diluted earnings per share are expected to be in a range of $2.60 to $2.70.
Full-Year 2026:
Full-year 2026 non-GAAP total revenues are reiterated and expected to be in a range of $3,170 million to $3,190 million, representing 8.0% year over year growth at the midpoint.
Full-year 2026 non-GAAP fully diluted earnings per share are now expected to be in a range of $10.98 to $11.18.
The above full year 2026 guidance includes the updated expectation of 13%-15% year over year growth in cloud revenue.
Quarterly Results Conference Call NiCE management will host itsearnings conference call today, May 6, 2026, at 8:30 AM ET, 13:30 GMT, 15:30 Israel, to discuss the results and the company'soutlook. A live webcast and replay will be available on the Investor Relations page of the Company’s website. To access,please register by clicking here: https://www.nice.com/investor-relations/upcoming-event.Explanation of Non-GAAP measuresNon-GAAP financial measures are includedin this press release. Non-GAAP financial measures consist of GAAP financial measures adjusted to exclude share-based compensation, amortizationof acquired intangible assets, acquisition related expenses, gains on intercompany foreign currency transactions, amortization of deferredfinancing costs, amortization of discount on debt, the tax effect of the Non-GAAP adjustments, and the tax rate impact resulting fromthe non-U.S. intercompany transaction.The Company believes that these Non-GAAPfinancial measures, used in conjunction with the corresponding GAAP measures, provide investors with useful supplemental informationabout the ongoing financial performance of our business. Our management regularly uses our supplemental Non-GAAP financial measures internallyto understand, manage and evaluate our business and to make financial, strategic and operating decisions. These Non-GAAP measures areamong the primary factors management uses in planning for and forecasting future periods. Our Non-GAAP financial measures are not meantto be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our consolidatedfinancial statements prepared in accordance with GAAP. These Non-GAAP financial measures may differ materially from the Non-GAAP financialmeasures used by other companies. Reconciliation between results on a GAAP and Non-GAAP basis is provided in a table immediately followingthe Consolidated Statements of Income. The Company provides guidance only on a Non-GAAP basis. A reconciliation of guidance from a GAAPto Non-GAAP basis is not available due to the unpredictability and uncertainty associated with future events that would be reported inGAAP results and would require adjustments between GAAP and Non-GAAP financial measures, including the impact of future possible businessacquisitions. Accordingly, a reconciliation of the guidance based on Non-GAAP financial measures to corresponding GAAP financial measuresfor future periods is not available without unreasonable effort.About NiCENiCE (NASDAQ: NICE) is transformingthe world with AI that puts people first. Our purpose-built AI-powered platforms automate engagements into proactive, safe, intelligentactions, empowering individuals and organizations to innovate and act, from interaction to resolution. Trusted by organizations throughout150+ countries worldwide, NiCE’s platforms are widely adopted across industries connecting people, systems, and workflows to worksmarter at scale, elevating performance across the organization, delivering proven measurable outcomes.Investor Relations ContactRyan Gilligan, +1-551-417-2531, [email protected],ETOmri Arens, +972 3 763-0127, [email protected],CETCorporate Media ContactChristopher Irwin-Dudek, +1 201 5614442, [email protected], ETTrademark Note: NiCE and theNiCE logo are trademarks or registered trademarks of NICE. All other marks are trademarks of their respective owners. Fora full list of NiCE trademarks, please see: http://www.nice.com/nice-trademarks.Forward-Looking StatementsThis press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of1995. In some cases, forward-looking statements may be identified by words such as “believe”, “expect”, “seek”,“may”, “will”, “intend”, “should”, “project”, “anticipate”, “plan”,and similar expressions. Forward-looking statements are based on the current beliefs, expectations and assumptions of the Company’smanagement regarding the future of the Company’s business, performance, future plans and strategies, projections, anticipated eventsand trends, the economic environment, and other future conditions. Examples of forward-looking statements include guidance regardingthe Company’s revenue and earnings and the growth of our cloud, analytics and artificial intelligence business. Forward looking statements are inherentlysubject to significant uncertainties, contingencies, and risks, including, economic, competitive and other factors, which are difficultto predict and many of which are beyond the control of management. The Company cautions that these statements are not guarantees of futureperformance, and investors should not place undue reliance on them. There are or will be important known and unknown factors and uncertaintiesthat could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These factors,include, but are not limited to, risks associated with changes in economic and business conditions, competition, successful executionof the Company’s growth strategy, success and growth of the Company’s cloud Software-as-a-Service business, difficultiesin making additional acquisitions or effectively integrating acquired operations, products, technologies and personnel, the Company’sdependency on third-party cloud computing platform providers, hosting facilities and service partners, rapid changes in technology andmarket requirements, the implementation of AI capabilities in certain products and services; decline in demand for the Company's products;inability to timely develop and introduce new technologies, products and applications, loss of market share, cyber security attacks orother security incidents, privacy concerns and legislation impacting the Company’s business, changes in currency exchange ratesand interest rates, the effects of additional tax liabilities resulting from our global operations, the effect of unexpected events orgeo-political conditions, including those arising from political instability or armed conflict that may disrupt our business and theglobal economy, our ability to recruit and retain qualified personnel, the effect of newly enacted or modified laws, regulation or standardson the Company and our products, and various other factors and uncertainties discussed in our filings with the U.S. Securities and ExchangeCommission (the “SEC”).You are encouraged to carefully reviewthe section entitled “Risk Factors” in our latest Annual Report on Form 20-F and our other filings with the SEC for additionalinformation regarding these and other factors and uncertainties that could affect our future performance. The forward-looking statementscontained in this press release speak only as of the date hereof, and the Company undertakes no obligation to update or revise them,whether as a result of new information, future developments or otherwise, except as required by law.### | NICE LTD. AND SUBSIDIARIES | | | | || --- | --- | --- | --- | --- || CONDENSED CONSOLIDATED BALANCE SHEETS | | | | || U.S. dollars in thousands | | | | || | March 31, | | December 31, | || | 2026 | | 2025 | || | Unaudited | | Audited | || ASSETS | | | | || CURRENT ASSETS: | | | | || Cash and cash equivalents | $ | 257,539 | $ | 379,388 || Short-term investments | | 46,528 | | 38,010 || Trade receivables | | 767,275 | | 737,954 || Prepaid expenses and other current assets | | 230,404 | | 223,780 || Total current assets | | 1,301,746 | | 1,379,132 || LONG-TERM ASSETS: | | | | || Property and equipment, net | | 194,095 | | 189,395 || Deferred tax assets | | 178,867 | | 198,213 || Other intangible assets, net | | 551,482 | | 587,599 || Operating lease right-of-use assets | | 75,850 | | 78,064 || Goodwill | | 2,437,484 | | 2,440,532 || Prepaid expenses and other long-term assets | | 243,121 | | 233,095 || Total long-term assets | | 3,680,899 | | 3,726,898 || TOTAL ASSETS | $ | 4,982,645 | $ | 5,106,030 || LIABILITIES AND SHAREHOLDERS' EQUITY | | | | || CURRENT LIABILITIES: | | | | || Trade payables | $ | 101,917 | $ | 100,782 || Deferred revenues and advances from customers | | 356,096 | | 303,911 || Current maturities of operating leases | | 13,591 | | 13,742 || Accrued expenses and other liabilities | | 591,244 | | 469,192 || Total current liabilities | | 1,062,848 | | 887,627 || LONG-TERM LIABILITIES: | | | | || Deferred revenues and advances from customers | | 57,479 | | 61,392 || Operating leases | | 72,485 | | 75,059 || Deferred tax liabilities | | 16,454 | | 109,993 || Other long-term liabilities | | 96,999 | | 95,431 || Total long-term liabilities | | 243,417 | | 341,875 || SHAREHOLDERS' EQUITY | | | | || Nice Ltd's equity | | 3,676,380 | | 3,876,528 || TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 4,982,645 | $ | 5,106,030 | | NICE LTD. AND SUBSIDIARIES | | | | | | || --- | --- | --- | --- | --- | --- | --- || CONSOLIDATED STATEMENTS OF INCOME | | | | | | || U.S. dollars in thousands (except per share amounts) | | | | | | || | Quarter ended | | | | | || | March 31, | | | | | || | 2026 | | | 2025 | | || | Unaudited | | | Unaudited | | || Revenue: | | | | | | || Cloud | $ | 603,365 | | $ | 526,323 | || Services | | 123,968 | | | 140,203 | || Product | | 41,284 | | | 33,666 | || Total revenue | | 768,617 | | | 700,192 | || Cost of revenue: | | | | | | || Cloud | | 219,410 | | | 179,474 | || Services | | 48,270 | | | 46,243 | || Product | | 6,138 | | | 6,363 | || Total cost of revenue | | 273,818 | | | 232,080 | || Gross profit | | 494,799 | | | 468,112 | || Operating expenses: | | | | | | || Research and development, net | | 97,476 | | | 89,102 | || Selling and marketing | | 185,106 | | | 161,434 | || General and administrative | | 85,467 | | | 69,407 | || Total operating expenses | | 368,049 | | | 319,943 | || Operating income | | 126,750 | | | 148,169 | || Financial and other income, net | | (19,318 | ) | | (15,850 | ) || Income before tax | | 146,068 | | | 164,019 | || Taxes on income | | 99,254 | | | 34,729 | || Net income | $ | 46,814 | | $ | 129,290 | || Earnings per share: | | | | | | || Basic | $ | 0.78 | | $ | 2.04 | || Diluted | $ | 0.77 | | $ | 2.01 | || Weighted average shares outstanding: | | | | | | || Basic | | 59,920 | | | 63,354 | || Diluted | | 60,603 | | | 64,368 | | | NICE LTD. AND SUBSIDIARIES | | | | | | || --- | --- | --- | --- | --- | --- | --- || CONSOLIDATED CASH FLOW STATEMENTS | | | | | | || U.S. dollars in thousands | | | | | | || | Quarter ended | | | | | || | March 31, | | | | | || | 2026 | | | 2025 | | || | Unaudited | | | Unaudited | | || Operating Activities | | | | | | || Net income | $ | 46,814 | | $ | 129,290 | || Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | || Depreciation and amortization | | 61,842 | | | 43,441 | || Share-based compensation | | 35,392 | | | 43,337 | || Amortization of premium and discount and accrued interest on marketable securities | | (109 | ) | | (2,275 | ) || Deferred taxes, net | | (74,061 | ) | | (21,537 | ) || Changes in operating assets and liabilities: | | | | | | || Trade Receivables, net | | (30,141 | ) | | 4,678 | || Prepaid expenses and other current assets | | 9,190 | | | 28,555 | || Operating lease right-of-use assets | | 2,960 | | | 5,897 | || Trade payables | | 2,291 | | | (53,291 | ) || Accrued expenses and other current liabilities | | 96,097 | | | 49,518 | || Deferred revenue | | 49,426 | | | 69,574 | || Operating lease liabilities | | (3,443 | ) | | (10,189 | ) || Amortization of discount on debt | | — | | | 421 | || Gains on intercompany foreign currency transactions | | (17,835 | ) | | — | || Other | | 823 | | | (2,348 | ) || Net cash provided by operating activities | | 179,246 | | | 285,071 | || Investing Activities | | | | | | || Purchase of property and equipment | | (9,376 | ) | | (3,667 | ) || Purchase of Investments | | (15,748 | ) | | (49,454 | ) || Proceeds from sales of marketable investments | | 7,192 | | | 58,358 | || Capitalization of internal use software costs | | (21,080 | ) | | (16,766 | ) || Payments for business acquisitions, net of cash acquired | | — | | | (36,466 | ) || Net cash used in investing activities | | (39,012 | ) | | (47,995 | ) || Financing Activities | | | | | | || Proceeds from issuance of shares upon exercise of options | | 57 | | | 675 | || Purchase of treasury shares | | (253,250 | ) | | (252,329 | ) || Payment of deferred financing costs | | (2,470 | ) | | — | || Net cash used in financing activities | | (255,663 | ) | | (251,654 | ) || Effect of exchange rates on cash and cash equivalents | | (2,870 | ) | | 1,147 | || Net change in cash, cash equivalents and restricted cash | | (118,299 | ) | | (13,431 | ) || Cash, cash equivalents and restricted cash, beginning of period | $ | 382,007 | | $ | 485,032 | || Cash, cash equivalents and restricted cash, end of period | $ | 263,708 | | $ | 471,601 | || Reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheet: | | | | | | || Cash and cash equivalents | $ | 257,539 | | $ | 469,532 | || Restricted cash included in other current assets | $ | 6,169 | | $ | 2,069 | || Total cash, cash equivalents and restricted cash shown in the statement of cash flows | $ | 263,708 | | $ | 471,601 | | | NICE LTD. AND SUBSIDIARIES | | | | | | || --- | --- | --- | --- | --- | --- | --- || RECONCILIATION OF GAAP TO NON-GAAP RESULTS | | | | | | || U.S. dollars in thousands (except per share amounts) | | | | | | || | Quarter ended | | | | | || | March 31, | | | | | || | 2026 | | | 2025 | | || GAAP revenues | $ | 768,617 | | $ | 700,192 | || Non-GAAP revenues | $ | 768,617 | | $ | 700,192 | || GAAP cost of revenue | $ | 273,818 | | $ | 232,080 | || Amortization of acquired intangible assets on cost of cloud | | (26,942 | ) | | (15,403 | ) || Cost of cloud revenue adjustment (1) | | (2,391 | ) | | (3,178 | ) || Cost of services revenue adjustment (1) | | (1,320 | ) | | (2,455 | ) || Cost of product revenue adjustment (1) | | (9 | ) | | (22 | ) || Non-GAAP cost of revenue | $ | 243,156 | | $ | 211,022 | || GAAP gross profit | $ | 494,799 | | $ | 468,112 | || Gross profit adjustments | | 30,662 | | | 21,058 | || Non-GAAP gross profit | $ | 525,461 | | $ | 489,170 | || GAAP operating expenses | $ | 368,049 | | $ | 319,943 | || Research and development (1) | | (3,282 | ) | | (4,693 | ) || Sales and marketing (1) | | (10,288 | ) | | (15,414 | ) || General and administrative (1,2) | | (19,585 | ) | | (19,558 | ) || Amortization of acquired intangible assets | | (9,155 | ) | | (4,693 | ) || Non-GAAP operating expenses | $ | 325,739 | | $ | 275,585 | || GAAP financial and other income, net | $ | (19,318 | ) | $ | (15,850 | ) || Amortization of discount on debt | | — | | | (421 | ) || Amortization of deferred financing costs | | (128 | ) | | — | || Gains on intercompany foreign currency transactions | | 17,835 | | | — | || Non-GAAP financial and other income, net | $ | (1,611 | ) | $ | (16,271 | ) || GAAP taxes on income | $ | 99,254 | | $ | 34,729 | || Tax adjustments re non-GAAP adjustments | | (57,981 | ) | | 10,093 | || Non-GAAP taxes on income | $ | 41,273 | | $ | 44,822 | || GAAP net income | $ | 46,814 | | $ | 129,290 | || Amortization of acquired intangible assets | | 36,097 | | | 20,096 | || Share-based compensation (1) | | 36,875 | | | 44,925 | || Acquisition related expenses (2) | | — | | | 395 | || Amortization of discount on debt | | — | | | 421 | || Amortization of deferred financing costs | | 128 | | | — | || Gains on intercompany foreign currency transactions | | (17,835 | ) | | — | || Tax adjustments re non-GAAP adjustments | | 57,981 | | | (10,093 | ) || Non-GAAP net income | $ | 160,060 | | $ | 185,034 | || GAAP diluted earnings per share | $ | 0.77 | | $ | 2.01 | || Non-GAAP diluted earnings per share | $ | 2.64 | | $ | 2.87 | || Shares used in computing GAAP diluted earnings per share | | 60,603 | | | 64,368 | || Shares used in computing non-GAAP diluted earnings per share | | 60,603 | | | 64,368 | | | NICE LTD. AND SUBSIDIARIES || --- || RECONCILIATION<br> OF GAAP TO NON-GAAP RESULTS (continued) || U.S.<br> dollars in thousands || (1) | Share-based<br> compensation || --- | --- || | Quarter ended | | | || --- | --- | --- | --- | --- || | March 31, | | | || | 2026 | | 2025 | || Cost of cloud revenue | $ | 2,391 | $ | 3,178 || Cost of services revenue | | 1,320 | | 2,455 || Cost of product revenue | | 9 | | 22 || Research and development | | 3,282 | | 4,693 || Sales and marketing | | 10,288 | | 15,414 || General and administrative | | 19,585 | | 19,163 || | $ | 36,875 | $ | 44,925 || (2) | Acquisition<br> related expenses || --- | --- || | Quarter ended | | | || --- | --- | --- | --- | --- || | March 31, | | | || | 2026 | | 2025 | || Cost of cloud revenue | $ | — | $ | — || Research and development | | — | | — || Sales and marketing | | — | | — || General and administrative | | — | | 395 || | $ | — | $ | 395 | | NICE<br> LTD. AND SUBSIDIARIES || --- || RECONCILIATION<br> OF GAAP NET INCOME TO NON-GAAP EBITDA || U.S.<br> dollars in thousands || | Quarter ended | | | | | || --- | --- | --- | --- | --- | --- | --- || | March 31, | | | | | || | 2026 | | | 2025 | | || | Unaudited | | | Unaudited | | || GAAP net income | $ | 46,814 | | $ | 129,290 | || Non-GAAP adjustments: | | | | | | || Depreciation and amortization | | 61,842 | | | 43,441 | || Share-based compensation | | 35,392 | | | 43,337 | || Financial and other income, net | | (19,318 | ) | | (15,850 | ) || Acquisition related expenses | | — | | | 395 | || Taxes on income | | 99,254 | | | 34,729 | || Non-GAAP EBITDA | $ | 223,984 | | $ | 235,342 | | | NICE<br> LTD. AND SUBSIDIARIES || --- || NON-GAAP<br> RECONCILIATION - FREE CASH FLOW FROM CONTINUING OPERATIONS || U.S.<br> dollars in thousands || | Quarter ended | | | | | || --- | --- | --- | --- | --- | --- | --- || | March 31, | | | | | || | 2026 | | | 2025 | | || | Unaudited | | | Unaudited | | || Net cash provided by operating activities | $ | 179,246 | | $ | 285,071 | || Purchase of property and equipment | | (9,376 | ) | | (3,667 | ) || Capitalization of internal use software costs | | (21,080 | ) | | (16,766 | ) || Free Cash Flow (a) | $ | 148,790 | | $ | 264,638 | |(a) Freecash flow from continuing operations is defined as operating cash flows from continuing operations less capital expenditures of the continuingoperations and less capitalization of internal use software costs.