NICE 6-K

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SECURITIES AND EXCHANGE 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 August 2026 (Report No. 1)

Commission File Number: 0-27466

NICE LTD.

(Translation of Registrant’s Name into English)

13 Zarchin Street, P.O. Box 690, Ra’anana 4310602, Israel

(Address of Principal Executive Offices)

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 ☐

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): ____

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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and 333-290601), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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 Exceeds Revenue Guidance Range, Reporting 8% Year-Over-Year Revenue Growth in Second Quarter 2026, Dated August 5, 2026.

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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>By: /s/ Alon Levy<br><br> <br>Name: Alon Levy<br><br> <br>Title: Vice President, General Counsel and Corporate Secretary<br><br> <br><br><br> <br>Dated: August 5, 2026

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EXHIBIT INDEX

99.1          Press Release: NiCE Exceeds Revenue Guidance Range, Reporting 8% Year-Over-Year Revenue Growth in Second Quarter 2026, Dated August 5, 2026.

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Exhibit 99.1

NiCE Exceeds Revenue Guidance Range, Reporting 8% Year-Over-Year

Revenue Growth in Second Quarter 2026

	•	Total revenue growth driven by 12.6% year over year cloud revenue growth
	•	International revenue increased 22% year over year (21% in constant currency)
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	•	Company raises full-year 2026 EPS guidance
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Hoboken, New Jersey, August 5, 2026 - NiCE (NASDAQ: NICE) today announced results for the second quarter ended June 30, 2026, as compared to the corresponding period of the previous year.

Second Quarter 2026 Financial Highlights*

GAAP	Non-GAAP
Total revenue was $782.3 million and increased 7.6%	Total revenue was $782.3 million and increased 7.6%
Cloud revenue was $609.0 million and increased 12.6%	Cloud revenue was $609.0 million and increased 12.6%
Operating income was $104.0 million with operating margin of 13.3%	Operating income was $198.0 million with operating margin of 25.3%
Diluted EPS was $1.40	Diluted EPS was $2.70
Net cash provided by operating activities was 122.7 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 executed well in the second quarter, delivering revenue above the high-end of our guidance range and reaching the high-end of our non-GAAP EPS range,” said Scott Russell, CEO of NiCE. “Underlying demand trends across our business continued to gain momentum during the second quarter as organizations increasingly consolidate their customer engagement needs on our AI-native CXone platform. This drove a record second quarter for new cloud ACV bookings, including an all-time record quarter for AI bookings with strong momentum at NiCE Cognigy. AI continues to become a more meaningful contributor to our business, with AI ARR reaching $362 million and now representing 15% of our cloud revenue. We are still in the early stages of a much broader AI adoption cycle across our customer base.”

Mr. Russell continued, “Enterprises are moving beyond AI experimentation and increasingly focusing on platforms that quickly deliver measurable outcomes in production environments. By embedding Cognigy natively into CXone, we're combining leading agentic AI with decades of CX expertise and data to deliver better enterprise outcomes. Through this native integration, we are accelerating innovation across our platform, growing partner engagement, and increasing adoption among large enterprises globally. NiCE remains strongly positioned to extend our leadership in CX AI and capture the significant opportunity ahead.”

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GAAP Financial Highlights for the Second Quarter Ended June 30:

Revenues:

Second quarter 2026 total revenues increased 7.6% year over year to $782.3 million compared to $726.7 million for the second quarter of 2025.

Gross Profit:

Second quarter 2026 gross profit was $501.0 million compared to $485.1 million for the second quarter of 2025. Second quarter 2026 gross margin was 64.0% compared to 66.8% for the second quarter of 2025.

Operating Income:

Second quarter 2026 operating income was $104.0 million compared to $160.6 million for the second quarter of 2025. Second quarter 2026 operating margin was 13.3% compared to 22.1% for the second quarter of 2025.

Net Income:

Second quarter 2026 net income was $83.2 million compared to $187.4 million for the second quarter of 2025.

Second quarter 2026 net income margin was 10.6% compared to 25.8% for the second quarter of 2025.

Fully Diluted Earnings Per Share:

Fully diluted earnings per share for the second quarter of 2026 was $1.40 compared to $2.96 in the second quarter of 2025.

Cash Flow and Cash Balance:

Second quarter 2026 operating cash flow was $122.7 million. In the second quarter of 2026, $58.0 million was used for share repurchases. As of June 30, 2026, total cash and cash equivalents, and short-term investments were $354.7 million, with no outstanding debt.

Non-GAAP Financial Highlights for the Second Quarter Ended June 30:

Revenues:

Second quarter 2026 non-GAAP total revenues increased 7.6% year over year to $782.3 million compared to $726.7 million for the second quarter of 2025.

Gross Profit:

Second quarter 2026 non-GAAP gross profit was $535.4 million compared to $503.9 million for the second quarter of 2025. Second quarter 2026 non-GAAP gross margin was 68.4% compared to 69.3% for the second quarter of 2025.

Operating Income:

Second quarter 2026 non-GAAP operating income was $198.0 million compared to $219.7 million for the second quarter of 2025. Second quarter 2026 non-GAAP operating margin was 25.3% compared to 30.2% for the second quarter of 2025.

Net Income:

Second quarter 2026 non-GAAP net income was $160.5 million compared to $190.3 million for the second quarter of 2025. Second quarter 2026 non-GAAP net income margin totaled 20.5% compared to 26.2% for the second quarter of 2025.

Fully Diluted Earnings Per Share:

Second quarter 2026 non-GAAP fully diluted earnings per share was $2.70 compared to $3.01 for the second quarter of 2025.

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Third Quarter and Full Year 2026 Guidance:

Third-Quarter 2026:

Third-quarter 2026 non-GAAP total revenues are expected to be in a range of $780 million to $790 million, representing 7.2% year over year growth at the midpoint.

Third-quarter 2026 non-GAAP fully diluted earnings per share are expected to be in a range of $2.73 to $2.83.

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.

We are raising full-year 2026 non-GAAP fully diluted earnings per share which is now expected to be in a range of $11.06 to $11.26.

The above full year 2026 guidance continues to include the expectation of 13%-15% year over year growth in cloud revenue.

Quarterly Results Conference Call

NiCE management will host its earnings conference call today, August 5, 2026, at 8:30 AM ET, 13:30 GMT,

15:30 Israel, to discuss the results and the company's outlook. 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/company/investors/ir-events.

Explanation of Non-GAAP measures

Non-GAAP financial measures are included in this press release. Non-GAAP financial measures consist of GAAP financial measures adjusted to exclude share-based compensation, amortization of acquired intangible assets, acquisition and divestiture related expenses, gains on intercompany foreign currency transactions, amortization of deferred financing costs, amortization of discount on debt, the tax effect of the Non-GAAP adjustments, and the tax rate impact resulting from the non-U.S. intercompany transaction.

The Company believes that these Non-GAAP financial measures, used in conjunction with the corresponding GAAP measures, provide investors with useful supplemental information about the ongoing financial performance of our business. Our management regularly uses our supplemental Non-GAAP financial measures internally to understand, manage and evaluate our business and to make financial, strategic and operating decisions. These Non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. Our Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. These Non-GAAP financial measures may differ materially from the Non-GAAP financial measures used by other companies. Reconciliation between results on a GAAP and Non-GAAP basis is provided in a table immediately following the Consolidated Statements of Income. The Company provides guidance only on a Non-GAAP basis. A reconciliation of guidance from a GAAP to Non-GAAP basis is not available due to the unpredictability and uncertainty associated with future events that would be reported in GAAP results and would require adjustments between GAAP and Non-GAAP financial measures, including the impact of future possible business acquisitions. Accordingly, a reconciliation of the guidance based on Non-GAAP financial measures to corresponding GAAP financial measures for future periods is not available without unreasonable effort.

About NiCE

NiCE (NASDAQ: NICE) is transforming the world with AI that puts people first. Our purpose-built AI-powered platforms automate engagements into proactive, safe, intelligent actions, empowering individuals and organizations to innovate and act, from interaction to resolution. Trusted by organizations throughout 150+ countries worldwide, NiCE’s platforms are widely adopted across industries connecting people, systems, and workflows to work smarter at scale, elevating performance across the organization, delivering proven measurable outcomes.

Investor Relations Contact

Ryan Gilligan, +1-551-417-2531, [email protected], ET

Omri Arens, +972 3 763-0127, [email protected], CET

Corporate Media Contact

Christopher Irwin-Dudek, +1 201 561 4442, [email protected], ET

Trademark Note: NiCE and the NiCE logo are trademarks or registered trademarks of NICE. All other marks are trademarks of their respective owners. For a full list of NiCE trademarks, please see: http://www.nice.com/nice-trademarks.

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Forward-Looking Statements

This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. 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’s management regarding the future of the Company’s business, performance, future plans and strategies, projections, anticipated events and trends, the economic environment, and other future conditions. Examples of forward-looking statements include guidance regarding the Company’s revenue and earnings and the growth of our cloud, analytics and artificial intelligence business.

Forward looking statements are inherently subject to significant uncertainties, contingencies, and risks, including, economic, competitive and other factors, which are difficult to predict and many of which are beyond the control of management. The Company cautions that these statements are not guarantees of future performance, and investors should not place undue reliance on them. There are or will be important known and unknown factors and uncertainties that 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 execution of the Company’s growth strategy, success and growth of the Company’s cloud Software-as-a-Service business, difficulties in making additional acquisitions or effectively integrating acquired operations, products, technologies and personnel, the Company’s dependency on third-party cloud computing platform providers, hosting facilities and service partners, rapid changes in technology and market 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 or other security incidents, privacy concerns and legislation impacting the Company’s business, changes in currency exchange rates and interest rates, the effects of additional tax liabilities resulting from our global operations, the effect of unexpected events or geo-political conditions, including those arising from political instability or armed conflict that may disrupt our business and the global economy, our ability to recruit and retain qualified personnel, the effect of newly enacted or modified laws, regulation or standards on the Company and our products, and various other factors and uncertainties discussed in our filings with the U.S. Securities and Exchange Commission (the “SEC”).

You are encouraged to carefully review the section entitled “Risk Factors” in our latest Annual Report on Form 20-F and our other filings with the SEC for additional information regarding these and other factors and uncertainties that could affect our future performance. The forward-looking statements contained 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.

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NICE LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
	June 30,		December 31,
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	2026		2025
	Unaudited		Audited
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	315,384	$	379,388
Short-term investments		39,306		38,010
Trade receivables		836,588		737,954
Prepaid expenses and other current assets		277,168		223,780
Total current assets		1,468,446		1,379,132
LONG-TERM ASSETS:
Property and equipment, net		197,616		189,395
Deferred tax assets		173,258		198,213
Other intangible assets, net		515,880		587,599
Operating lease right-of-use assets		81,084		78,064
Goodwill		2,438,776		2,440,532
Prepaid expenses and other long-term assets		246,378		233,095
Total long-term assets		3,652,992		3,726,898
TOTAL ASSETS	$	5,121,438	$	5,106,030
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables	$	104,095	$	100,782
Deferred revenues and advances from customers		351,756		303,911
Current maturities of operating leases		14,032		13,742
Accrued expenses and other liabilities		635,019		469,192
Total current liabilities		1,104,902		887,627
LONG-TERM LIABILITIES:
Deferred revenues and advances from customers		48,547		61,392
Operating leases		74,187		75,059
Deferred tax liabilities		17,595		109,993
Other long-term liabilities		98,202		95,431
Total long-term liabilities		238,531		341,875
SHAREHOLDERS' EQUITY
Nice Ltd's equity		3,778,005		3,876,528
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	5,121,438	$	5,106,030

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NICE LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
U.S. dollars in thousands (except per share amounts)
	Quarter ended						Year to date
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	June 30,						June 30,
	2026			2025			2026			2025
	Unaudited			Unaudited			Unaudited			Unaudited
Revenue:
Cloud	$	609,049		$	540,822		$	1,212,414		$	1,067,145
Services		124,640			140,480			248,608			280,683
Product		48,604			45,410			89,888			79,076
Total revenue		782,293			726,712			1,550,910			1,426,904
Cost of revenue:
Cloud		219,629			185,971			439,039			365,445
Services		55,129			48,254			103,399			94,497
Product		6,526			7,376			12,664			13,739
Total cost of revenue		281,284			241,601			555,102			473,681
Gross profit		501,009			485,111			995,808			953,223
Operating expenses:
Research and development, net		102,825			89,762			200,301			178,864
Selling and marketing		200,436			169,799			385,542			331,233
General and administrative		93,748			64,958			179,215			134,365
Total operating expenses		397,009			324,519			765,058			644,462
Operating income		104,000			160,592			230,750			308,761
Financial and other income, net		(3,606	)		(14,820	)		(22,924	)		(30,670	)
Income before tax		107,606			175,412			253,674			339,431
Taxes on income		24,379			(11,992	)		123,633			22,737
Net income	$	83,227		$	187,404		$	130,041		$	316,694
Earnings per share:
Basic	$	1.41		$	3.01		$	2.19		$	5.05
Diluted	$	1.40		$	2.96		$	2.17		$	4.97
Weighted average shares outstanding:
Basic		58,818			62,160			59,366			62,754
Diluted		59,394			63,210			59,996			63,785

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NICE LTD. AND SUBSIDIARIES
CONSOLIDATED CASH FLOW STATEMENTS
U.S. dollars in thousands
	Quarter ended						Year to date
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	June 30,						June 30,
	2026			2025			2026			2025
	Unaudited			Unaudited			Unaudited			Unaudited
Operating Activities
Net income	$	83,227		$	187,404		$	130,041		$	316,694
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		62,374			44,612			124,216			88,053
Share-based compensation		52,668			37,310			88,060			80,647
Amortization of premium and discount and accrued interest on marketable securities		(90	)		(2,029	)		(199	)		(4,304	)
Deferred taxes, net		6,456			(3,757	)		(67,605	)		(25,294	)
Changes in operating assets and liabilities:
Trade Receivables, net		(69,242	)		(30,742	)		(99,383	)		(26,064	)
Prepaid expenses and other current assets		3,659			(14,846	)		12,849			13,709
Operating lease right-of-use assets		3,295			2,929			6,255			8,826
Trade payables		2,581			21,884			4,872			(31,407	)
Accrued expenses and other current liabilities		(3,351	)		(158,979	)		92,746			(109,461	)
Deferred revenue		(13,144	)		(19,719	)		36,282			49,855
Operating lease liabilities		(6,398	)		(746	)		(9,841	)		(10,935	)
Amortization of discount on debt		-			428			-			849
Gains on intercompany foreign currency transactions		-			-			(17,835	)		-
Other		622			(2,427	)		1,445			(4,775	)
Net cash provided by operating activities		122,657			61,322			301,903			346,393
Investing Activities
Purchase of property and equipment		(7,838	)		(4,579	)		(17,214	)		(8,246	)
Purchase of Investments		(5,399	)		(24,687	)		(21,147	)		(74,141	)
Proceeds from sales of marketable investments		12,691			76,416			19,883			134,774
Capitalization of internal use software costs		(21,703	)		(18,137	)		(42,783	)		(34,903	)
Payments for business acquisitions, net of cash acquired		-			-			-			(36,466	)
Net cash used in investing activities		(22,249	)		29,013			(61,261	)		(18,982	)
Financing Activities
Proceeds from employee stock plans		11,533			333			11,590			1,008
Purchase of treasury shares		(57,954	)		(30,839	)		(311,204	)		(283,168	)
Payment of deferred financing costs		(833	)		-			(3,303	)		-
Net cash used in financing activities		(47,254	)		(30,506	)		(302,917	)		(282,160	)
Effect of exchange rates on cash and cash equivalents		2,308			5,139			(562	)		6,286
Net change in cash, cash equivalents and restricted cash		55,462			64,968			(62,837	)		51,537
Cash, cash equivalents and restricted cash, beginning of period	$	263,708		$	471,601		$	382,007		$	485,032
Cash, cash equivalents and restricted cash, end of period	$	319,170		$	536,569		$	319,170		$	536,569
Reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheet:
Cash and cash equivalents	$	315,384		$	535,050		$	315,384		$	535,050
Restricted cash included in other current assets	$	3,786		$	1,519		$	3,786		$	1,519
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$	319,170		$	536,569		$	319,170		$	536,569

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NICE LTD. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP RESULTS
U.S. dollars in thousands (except per share amounts)
	Quarter ended						Year to date
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	June 30,						June 30,
	2026			2025			2026			2025
GAAP revenues	$	782,293		$	726,712		$	1,550,910		$	1,426,904
Non-GAAP revenues	$	782,293		$	726,712		$	1,550,910		$	1,426,904
GAAP cost of revenue	$	281,284		$	241,601		$	555,102		$	473,681
Amortization of acquired intangible assets on cost of cloud		(26,468	)		(13,202	)		(53,410	)		(28,605	)
Cost of cloud revenue adjustment (1)		(4,618	)		(3,293	)		(7,009	)		(6,471	)
Cost of services revenue adjustment (1)		(3,249	)		(2,241	)		(4,569	)		(4,696	)
Cost of product revenue adjustment (1)		(7	)		(21	)		(16	)		(43	)
Non-GAAP cost of revenue	$	246,942		$	222,844		$	490,098		$	433,866
GAAP gross profit	$	501,009		$	485,111		$	995,808		$	953,223
Gross profit adjustments		34,342			18,757			65,004			39,815
Non-GAAP gross profit	$	535,351		$	503,868		$	1,060,812		$	993,038
GAAP operating expenses	$	397,009		$	324,519		$	765,058		$	644,462
Research and development (1)		(7,852	)		(3,178	)		(11,134	)		(7,871	)
Sales and marketing (1)		(12,928	)		(13,258	)		(23,216	)		(28,672	)
General and administrative (1,2)		(29,681	)		(16,924	)		(49,266	)		(36,482	)
Amortization of acquired intangible assets		(9,153	)		(6,956	)		(18,308	)		(11,649	)
Non-GAAP operating expenses	$	337,395		$	284,203		$	663,134		$	559,788
GAAP financial and other income, net	$	(3,606	)	$	(14,820	)	$	(22,924	)	$	(30,670	)
Amortization of discount on debt		-			(428	)		-			(849	)
Amortization of deferred financing costs		(275	)		-			(403	)		-
Gains on intercompany foreign currency transactions		-			-			17,835			-
Non-GAAP financial and other income, net	$	(3,881	)	$	(15,248	)	$	(5,492	)	$	(31,519	)
GAAP taxes on income	$	24,379		$	(11,992	)	$	123,633		$	22,737
Tax adjustments re non-GAAP adjustments		16,997			56,627			(40,984	)		66,720
Non-GAAP taxes on income	$	41,376		$	44,635		$	82,649		$	89,457
GAAP net income	$	83,227		$	187,404		$	130,041		$	316,694
Amortization of acquired intangible assets		35,621			20,158			71,718			40,254
Share-based compensation (1)		54,127			38,915			91,002			83,840
Acquisition and divestiture related expenses (2)		4,208			-			4,208			395
Amortization of discount on debt		-			428			-			849
Amortization of deferred financing costs		275			-			403			-
Gains on intercompany foreign currency transactions		-			-			(17,835	)		-
Tax adjustments re non-GAAP adjustments		(16,997	)		(56,627	)		40,984			(66,720	)
Non-GAAP net income	$	160,461		$	190,278		$	320,521		$	375,312
GAAP diluted earnings per share	$	1.40		$	2.96		$	2.17		$	4.97
Non-GAAP diluted earnings per share	$	2.70		$	3.01		$	5.34		$	5.88
Shares used in computing GAAP diluted earnings per share		59,394			63,210			59,996			63,785
Shares used in computing non-GAAP diluted earnings per share		59,394			63,210			59,996			63,785

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NICE LTD. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP RESULTS  (continued)
U.S. dollars in thousands
(1	)	Share-based compensation
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			Quarter ended				Year to date
			June 30,				June 30,
				2026		2025		2026		2025
		Cost of cloud revenue	$	4,618	$	3,293	$	7,009	$	6,471
		Cost of services revenue		3,249		2,241		4,569		4,696
		Cost of product revenue		7		21		16		43
		Research and development		7,852		3,178		11,134		7,871
		Sales and marketing		12,928		13,258		23,216		28,672
		General and administrative		25,473		16,924		45,058		36,087
			$	54,127	$	38,915	$	91,002	$	83,840
(2	)	Acquisition and divestiture related expenses
---	---	---	---	---	---	---	---	---	---	---
			Quarter ended				Year to date
			June 30,				June 30,
				2026		2025		2026		2025
		General and administrative	$	4,208	$	-	$	4,208	$	395
			$	4,208	$	-	$	4,208	$	395

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NICE LTD. AND SUBSIDIARIES
RECONCILIATION OF GAAP NET INCOME TO NON-GAAP EBITDA
U.S. dollars in thousands
	Quarter ended						Year to date
---	---	---	---	---	---	---	---	---	---	---	---	---
	June 30,						June 30,
	2026			2025			2026			2025
	Unaudited			Unaudited			Unaudited			Unaudited
GAAP net income	$	83,227		$	187,404		$	130,041		$	316,694
Non-GAAP adjustments:
Depreciation and amortization		62,374			44,612			124,216			88,053
Share-based compensation		52,668			37,310			88,060			80,647
Financial and other income, net		(3,606	)		(14,820	)		(22,924	)		(30,670	)
Acquisition and divestiture related expenses		4,208			-			4,208			395
Taxes on income		24,379			(11,992	)		123,633			22,737
Non-GAAP EBITDA	$	223,250		$	242,514		$	447,234		$	477,856

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NICE LTD. AND SUBSIDIARIES
NON-GAAP RECONCILIATION - FREE CASH FLOW FROM CONTINUING OPERATIONS
U.S. dollars in thousands
	Quarter ended						Year to date
---	---	---	---	---	---	---	---	---	---	---	---	---
	June 30,						June 30,
	2026			2025			2026			2025
	Unaudited			Unaudited			Unaudited			Unaudited
Net cash provided by operating activities	$	122,657		$	61,322		$	301,903		$	346,393
Purchase of property and equipment		(7,838	)		(4,579	)		(17,214	)		(8,246	)
Capitalization of internal use software costs		(21,703	)		(18,137	)		(42,783	)		(34,903	)
Free Cash Flow (a)	$	93,116		$	38,606		$	241,906		$	303,244
(a)	Free cash flow from continuing operations is defined as operating cash flows from continuing operations less capital expenditures of the continuing operations and less capitalization of internal use software<br> costs.
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