6-K
NICE Ltd. (NICE)
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 November 2025 (Report No. 2)
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): ____
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and 333-290601), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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 13% Year-Over-Year Cloud Revenue Growth for the Third Quarter 2025 and Raises Full-Year 2025 Revenue Guidance, Dated November 13, 2025.
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. | |
|---|---|
| By: | /s/ Alon Levy |
| Name: | Alon Levy |
| Title: | Vice President, General Counsel and Corporate Secretary |
| Dated: November 13, 2025 |
EXHIBIT INDEX
| 99.1 | Press Release: NiCE Reports 13% Year-Over-Year Cloud Revenue Growth for the Third<br> Quarter 2025 and Raises Full-Year 2025 Revenue Guidance, Dated November 13, 2025. |
|---|
Exhibit 99.1
NiCE Reports 13% Year-Over-Year Cloud Revenue Growth
for the Third Quarter 2025 and Raises Full-Year 2025 Revenue Guidance
| • | AI ARR increased 49% year over year, 43% excluding Cognigy |
|---|---|
| • | Completes acquisition of Cognigy, a market leader in conversational and agentic AI |
| --- | --- |
| • | Double-digit year-over-year EPS growth |
| --- | --- |
Hoboken, New Jersey, November 13, 2025 - NiCE (NASDAQ: NICE) today announced results for the third quarter ended September 30, 2025, as compared to the corresponding periods of the previous year.
Third Quarter 2025 Financial Highlights
| GAAP |
|---|
| Total revenue was 732.0 million and increased 6% |
| Cloud revenue was 562.9 million and increased 13% |
| Operating income was 160.8 million and increased 14% |
| Operating margin was 22.0% compared to 20.5% last year |
| Diluted EPS was 2.29 and increased 23% |
| Net cash provided by operating activities was 190.5 million and increased 20% |
All values are in US Dollars.
“We’re pleased to report a strong third quarter, stemming from the continued execution of our AI-first strategy and our outstanding go-to-market performance” said Scott Russell, CEO of NiCE. “Total revenue was $732 million, at the high end of our guidance, with cloud revenue increasing 13% year over year to $563 million. Our cloud revenue growth was fueled by the strong momentum of our CX AI and Self-Service business, whose ARR growth accelerated to 49% year over year, and 43% year over year excluding Cognigy. Our AI capabilities were included in every new seven-figure CX deal, underscoring the expansion of our AI-powered, enterprise-grade solutions.
Mr. Russell continued, “Our AI momentum continues to accelerate, with sustained organic performance amplified by the integration of Cognigy. Together with CXone, we’re redefining what’s possible in customer experience — bringing AI, contextual engagement data, and automation together in a unified real-time platform that drives meaningful business outcomes. The strength of our strategy, combined with the pace of our innovation and execution, positions NiCE at the forefront of the industry’s AI transformation.”
GAAP Financial Highlights for the Third Quarter Ended September 30:
Revenues:
Third quarter 2025 total revenues increased 6% year over year to $732.0 million compared to $690.0 million for the third quarter of 2024.
Gross Profit:
Third quarter 2025 gross profit was $489.1 million compared to $460.3 million for the third quarter of 2024. Third quarter 2025 gross margin was 66.8% compared to 66.7% for the third quarter of 2024.
Operating Income:
Third quarter 2025 operating income increased 14% to $160.8 million compared to $141.4 million for the third quarter of 2024. Third quarter 2025 operating margin was 22.0% compared to 20.5% for the third quarter of 2024.
Net Income:
Third quarter 2025 net income increased 20% to $144.9 million compared to $120.9 million for the third quarter of 2024. Third quarter 2025 net income margin was 19.8% compared to 17.5% for the third quarter of 2024.
Fully Diluted Earnings Per Share:
Third quarter 2025 fully diluted earnings per share increased 23% to $2.29 compared to $1.86 in the third quarter of 2024.
Cash Flow and Cash Balance:
Third quarter 2025 operating cash flow was $190.5 million and $40.6 million was used for share repurchases. All outstanding debt was fully settled in cash during the quarter, resulting in net cash and investments of $455.9 million.
Non-GAAP Financial Highlights for the Third Quarter Ended September 30:
Revenues:
Third quarter 2025 non-GAAP total revenues increased 6% year over year to $732.0 million compared to $690.0 million for the third quarter of 2024.
Gross Profit:
Third quarter 2025 non-GAAP gross profit increased to $511.6 million compared to $490.3 million for the third quarter of 2024. Third quarter 2025 non-GAAP gross margin was 69.9% compared to 71.1% for the third quarter of 2024.
Operating Income:
Third quarter 2025 non-GAAP operating income increased 5% to $230.9 million compared to $220.8 million for the third quarter of 2024. Third quarter 2025 non-GAAP operating margin was 31.5% compared to 32.0% for the third quarter of 2024.
Net Income:
Third quarter 2025 non-GAAP net income increased 7% to $200.8 million compared to $186.9 million for the third quarter of 2024. Third quarter 2025 non-GAAP net income margin totaled 27.4% compared to 27.1% for the third quarter of 2024.
Fully Diluted Earnings Per Share:
Third quarter 2025 non-GAAP fully diluted earnings per share increased 10% to $3.18 compared to $2.88 for the third quarter of 2024.
Full-Year 2025 Guidance*:
The Company is raising its full-year 2025 non-GAAP total revenues to be in an expected range of $2,932 million to $2,946 million, representing 7% year over year growth at the midpoint compared to full-year 2024.
The Company is updating full-year 2025 non-GAAP fully diluted earnings per share to be in a range of $12.18 to $12.32, representing 10% year over year growth at the midpoint compared to full-year 2024.
*The updated guidance includes the expected results of Cognigy from the date of acquisition through year end.
Quarterly Results Conference Call
NiCE management will host its earnings conference call today, November 13, 2025, 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/investor-relations/upcoming-event.
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 related expenses, amortization of discount on debt and the tax effect of the Non-GAAP adjustments.
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, ir@nice.com, ET
Omri Arens, +972 3 763-0127, ir@nice.com, CET
Corporate Media Contact
Christopher Irwin-Dudek, +1 201 561 4442, media@nice.com, 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.
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.
| NICE LTD. AND SUBSIDIARIES | ||||
|---|---|---|---|---|
| CONDENSED CONSOLIDATED BALANCE SHEETS | ||||
| U.S. dollars in thousands | ||||
| September 30, | December 31, | |||
| --- | --- | --- | --- | --- |
| 2025 | 2024 | |||
| Unaudited | Audited | |||
| ASSETS | ||||
| CURRENT ASSETS: | ||||
| Cash and cash equivalents | $ | 418,052 | $ | 481,712 |
| Short-term investments | 37,840 | 1,139,996 | ||
| Trade receivables | 714,915 | 643,985 | ||
| Prepaid expenses and other current assets | 212,159 | 239,080 | ||
| Total current assets | 1,382,966 | 2,504,773 | ||
| LONG-TERM ASSETS: | ||||
| Property and equipment, net | 188,373 | 185,292 | ||
| Deferred tax assets | 222,486 | 219,232 | ||
| Other intangible assets, net | 624,057 | 231,346 | ||
| Operating lease right-of-use assets | 76,611 | 93,083 | ||
| Goodwill | 2,438,371 | 1,849,668 | ||
| Prepaid expenses and other long-term assets | 218,658 | 212,512 | ||
| Total long-term assets | 3,768,556 | 2,791,133 | ||
| TOTAL ASSETS | $ | 5,151,522 | $ | 5,295,906 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||
| CURRENT LIABILITIES: | ||||
| Trade payables | $ | 92,114 | $ | 110,603 |
| Deferred revenues and advances from customers | 345,315 | 299,367 | ||
| Current maturities of operating leases | 12,783 | 12,554 | ||
| Debt | - | 458,791 | ||
| Accrued expenses and other liabilities | 530,024 | 593,109 | ||
| Total current liabilities | 980,236 | 1,474,424 | ||
| LONG-TERM LIABILITIES: | ||||
| Deferred revenues and advances from customers | 61,996 | 66,289 | ||
| Operating leases | 74,071 | 92,258 | ||
| Deferred tax liabilities | 114,136 | 1,965 | ||
| Other long-term liabilities | 60,337 | 57,807 | ||
| Total long-term liabilities | 310,540 | 218,319 | ||
| SHAREHOLDERS' EQUITY | ||||
| Nice Ltd's equity | 3,860,746 | 3,589,742 | ||
| Non-controlling interests | - | 13,421 | ||
| Total shareholders' equity | 3,860,746 | 3,603,163 | ||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 5,151,522 | $ | 5,295,906 |
| NICE LTD. AND SUBSIDIARIES | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF INCOME | ||||||||||||
| U.S. dollars in thousands (except per share amounts) | ||||||||||||
| Quarter ended | Year to date | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| September 30, | September 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Unaudited | Unaudited | Unaudited | Unaudited | |||||||||
| Revenue: | ||||||||||||
| Cloud | $ | 562,942 | $ | 500,114 | $ | 1,630,087 | $ | 1,450,213 | ||||
| Services | 138,706 | 149,857 | 419,389 | 446,381 | ||||||||
| Product | 30,351 | 39,992 | 109,427 | 117,078 | ||||||||
| Total revenue | 731,999 | 689,963 | 2,158,903 | 2,013,672 | ||||||||
| Cost of revenue: | ||||||||||||
| Cloud | 189,661 | 178,923 | 555,106 | 519,603 | ||||||||
| Services | 47,218 | 44,652 | 141,715 | 137,401 | ||||||||
| Product | 6,051 | 6,111 | 19,790 | 20,134 | ||||||||
| Total cost of revenue | 242,930 | 229,686 | 716,611 | 677,138 | ||||||||
| Gross profit | 489,069 | 460,277 | 1,442,292 | 1,336,534 | ||||||||
| Operating expenses: | ||||||||||||
| Research and development, net | 90,463 | 91,500 | 269,327 | 265,854 | ||||||||
| Selling and marketing | 161,864 | 152,778 | 493,097 | 465,438 | ||||||||
| General and administrative | 75,968 | 74,620 | 210,333 | 213,600 | ||||||||
| Total operating expenses | 328,295 | 318,898 | 972,757 | 944,892 | ||||||||
| Operating income | 160,774 | 141,379 | 469,535 | 391,642 | ||||||||
| Financial and other income, net | (21,136 | ) | (12,280 | ) | (51,806 | ) | (41,934 | ) | ||||
| Income before tax | 181,910 | 153,659 | 521,341 | 433,576 | ||||||||
| Taxes on income | 37,057 | 32,738 | 59,794 | 90,497 | ||||||||
| Net income | $ | 144,853 | $ | 120,921 | $ | 461,547 | $ | 343,079 | ||||
| Earnings per share: | ||||||||||||
| Basic | $ | 2.33 | $ | 1.91 | $ | 7.38 | $ | 5.41 | ||||
| Diluted | $ | 2.29 | $ | 1.86 | $ | 7.26 | $ | 5.22 | ||||
| Weighted average shares outstanding: | ||||||||||||
| Basic | 62,036 | 63,397 | 62,512 | 63,403 | ||||||||
| Diluted | 63,161 | 64,838 | 63,574 | 65,741 |
| NICE LTD. AND SUBSIDIARIES | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED CASH FLOW STATEMENTS | ||||||||||||
| U.S. dollars in thousands | ||||||||||||
| Quarter ended | Year to date | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| September 30, | September 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Unaudited | Unaudited | Unaudited | Unaudited | |||||||||
| Operating Activities | ||||||||||||
| Net income | $ | 144,853 | $ | 120,921 | $ | 461,547 | $ | 343,079 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
| Depreciation and amortization | 48,918 | 52,964 | 136,971 | 156,244 | ||||||||
| Share-based compensation | 35,834 | 47,252 | 116,481 | 133,882 | ||||||||
| Amortization of premium and discount and accrued interest on marketable securities | 5,838 | (3,398 | ) | 1,534 | (6,726 | ) | ||||||
| Deferred taxes, net | 15,997 | (27,542 | ) | (9,297 | ) | (38,949 | ) | |||||
| Changes in operating assets and liabilities: | ||||||||||||
| Trade Receivables, net | (26,621 | ) | (41,462 | ) | (52,685 | ) | (40,032 | ) | ||||
| Prepaid expenses and other current assets | 19,681 | 17,164 | 33,390 | 27,665 | ||||||||
| Operating lease right-of-use assets | 2,309 | 3,273 | 11,135 | 9,926 | ||||||||
| Trade payables | 11,596 | (2,293 | ) | (19,811 | ) | 4,646 | ||||||
| Accrued expenses and other current liabilities | (35,295 | ) | 22,149 | (144,756 | ) | (21,555 | ) | |||||
| Deferred revenue | (30,806 | ) | (28,094 | ) | 19,049 | 22,187 | ||||||
| Realized gain on marketable securities, net | (4,463 | ) | - | (4,463 | ) | - | ||||||
| Operating lease liabilities | (2,643 | ) | (2,748 | ) | (13,578 | ) | (10,524 | ) | ||||
| Amortization of discount on long-term debt | 361 | 430 | 1,210 | 1,404 | ||||||||
| Other | 4,941 | 345 | 166 | 1,872 | ||||||||
| Net cash provided by operating activities | 190,500 | 158,961 | 536,893 | 583,119 | ||||||||
| Investing Activities | ||||||||||||
| Purchase of property and equipment | (7,258 | ) | (10,419 | ) | (15,504 | ) | (27,395 | ) | ||||
| Purchase of Investments | (14,903 | ) | (138,219 | ) | (89,044 | ) | (575,332 | ) | ||||
| Proceeds from sales of marketable investments | 1,064,132 | 60,125 | 1,198,906 | 628,246 | ||||||||
| Capitalization of internal use software costs | (19,663 | ) | (16,812 | ) | (54,566 | ) | (47,986 | ) | ||||
| Payments for business acquisitions, net of cash acquired | (826,583 | ) | (44,507 | ) | (863,049 | ) | (44,507 | ) | ||||
| Net cash provided by (used in) investing activities | 195,725 | (149,832 | ) | 176,743 | (66,974 | ) | ||||||
| Financing Activities | ||||||||||||
| Proceeds from issuance of shares upon exercise of options | 15 | 28 | 1,023 | 2,340 | ||||||||
| Purchase of treasury shares | (40,551 | ) | (86,437 | ) | (323,719 | ) | (274,040 | ) | ||||
| Dividends paid to noncontrolling interest | - | - | - | (2,681 | ) | |||||||
| Repayment of debt | (460,000 | ) | - | (460,000 | ) | (87,435 | ) | |||||
| Net cash used in financing activities | (500,536 | ) | (86,409 | ) | (782,696 | ) | (361,816 | ) | ||||
| Effect of exchange rates on cash and cash equivalents | (2,087 | ) | 4,508 | 4,199 | 1,260 | |||||||
| Net change in cash, cash equivalents and restricted cash | (116,398 | ) | (72,772 | ) | (64,861 | ) | 155,589 | |||||
| Cash, cash equivalents and restricted cash, beginning of period | $ | 536,569 | $ | 741,675 | $ | 485,032 | $ | 513,314 | ||||
| Cash, cash equivalents and restricted cash, end of period | $ | 420,171 | $ | 668,903 | $ | 420,171 | $ | 668,903 | ||||
| Reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheet: | ||||||||||||
| Cash and cash equivalents | $ | 418,052 | $ | 666,734 | $ | 418,052 | $ | 666,734 | ||||
| Restricted cash included in other current assets | $ | 2,119 | $ | 2,169 | $ | 2,119 | $ | 2,169 | ||||
| Total cash, cash equivalents and restricted cash shown in the statement of cash flows | $ | 420,171 | $ | 668,903 | $ | 420,171 | $ | 668,903 |
| 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 | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| September 30, | September 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| GAAP revenues | $ | 731,999 | $ | 689,963 | $ | 2,158,903 | $ | 2,013,672 | ||||
| Non-GAAP revenues | $ | 731,999 | $ | 689,963 | $ | 2,158,903 | $ | 2,013,672 | ||||
| GAAP cost of revenue | $ | 242,930 | $ | 229,686 | $ | 716,611 | $ | 677,138 | ||||
| Amortization of acquired intangible assets on cost of cloud | (17,177 | ) | (24,278 | ) | (45,782 | ) | (73,778 | ) | ||||
| Amortization of acquired intangible assets on cost of product | - | - | - | (410 | ) | |||||||
| Cost of cloud revenue adjustment (1,2) | (2,910 | ) | (3,175 | ) | (9,381 | ) | (9,029 | ) | ||||
| Cost of services revenue adjustment (1) | (2,431 | ) | (2,511 | ) | (7,127 | ) | (7,506 | ) | ||||
| Cost of product revenue adjustment (1) | (22 | ) | (30 | ) | (65 | ) | (90 | ) | ||||
| Non-GAAP cost of revenue | $ | 220,390 | $ | 199,692 | $ | 654,256 | $ | 586,325 | ||||
| GAAP gross profit | $ | 489,069 | $ | 460,277 | $ | 1,442,292 | $ | 1,336,534 | ||||
| Gross profit adjustments | 22,540 | 29,994 | 62,355 | 90,813 | ||||||||
| Non-GAAP gross profit | $ | 511,609 | $ | 490,271 | $ | 1,504,647 | $ | 1,427,347 | ||||
| GAAP operating expenses | $ | 328,295 | $ | 318,898 | $ | 972,757 | $ | 944,892 | ||||
| Research and development (1,2) | (4,762 | ) | (6,734 | ) | (12,633 | ) | (22,361 | ) | ||||
| Sales and marketing (1,2) | (13,457 | ) | (14,944 | ) | (42,129 | ) | (42,326 | ) | ||||
| General and administrative (1,2) | (22,469 | ) | (22,154 | ) | (58,951 | ) | (59,414 | ) | ||||
| Amortization of acquired intangible assets | (6,859 | ) | (5,613 | ) | (18,508 | ) | (15,824 | ) | ||||
| Valuation adjustment on acquired deferred commission | - | 1 | - | 24 | ||||||||
| Non-GAAP operating expenses | $ | 280,748 | $ | 269,454 | $ | 840,536 | $ | 804,991 | ||||
| GAAP financial and other income, net | $ | (21,136 | ) | $ | (12,280 | ) | $ | (51,806 | ) | $ | (41,934 | ) |
| Amortization of discount on debt | (361 | ) | (430 | ) | (1,210 | ) | (1,404 | ) | ||||
| Change in fair value of contingent consideration | - | (36 | ) | - | (115 | ) | ||||||
| Realized gain on marketable securities, net | 4,463 | - | 4,463 | - | ||||||||
| Non-GAAP financial and other income, net | $ | (17,034 | ) | $ | (12,746 | ) | $ | (48,553 | ) | $ | (43,453 | ) |
| GAAP taxes on income | $ | 37,057 | $ | 32,738 | $ | 59,794 | $ | 90,497 | ||||
| Tax adjustments re non-GAAP adjustments | 10,043 | 13,886 | 76,763 | 42,665 | ||||||||
| Non-GAAP taxes on income | $ | 47,100 | $ | 46,624 | $ | 136,557 | $ | 133,162 | ||||
| GAAP net income | $ | 144,853 | $ | 120,921 | $ | 461,547 | $ | 343,079 | ||||
| Amortization of acquired intangible assets | 24,036 | 29,891 | 64,290 | 90,012 | ||||||||
| Valuation adjustment on acquired deferred commission | - | (1 | ) | - | (24 | ) | ||||||
| Share-based compensation (1) | 37,380 | 48,731 | 121,220 | 137,997 | ||||||||
| Acquisition related expenses (2) | 8,671 | 817 | 9,066 | 2,729 | ||||||||
| Amortization of discount on debt | 361 | 430 | 1,210 | 1,404 | ||||||||
| Realized gain on marketable securities, net | (4,463 | ) | - | (4,463 | ) | - | ||||||
| Change in fair value of contingent consideration | - | 36 | - | 115 | ||||||||
| Tax adjustments re non-GAAP adjustments | (10,043 | ) | (13,886 | ) | (76,763 | ) | (42,665 | ) | ||||
| Non-GAAP net income | $ | 200,795 | $ | 186,939 | $ | 576,107 | $ | 532,647 | ||||
| GAAP diluted earnings per share | $ | 2.29 | $ | 1.86 | $ | 7.26 | $ | 5.22 | ||||
| Non-GAAP diluted earnings per share | $ | 3.18 | $ | 2.88 | $ | 9.06 | $ | 8.10 | ||||
| Shares used in computing GAAP diluted earnings per share | 63,161 | 64,838 | 63,574 | 65,741 | ||||||||
| Shares used in computing non-GAAP diluted earnings per share | 63,161 | 64,838 | 63,574 | 65,741 |
| NICE LTD. AND SUBSIDIARIES | ||||||||
|---|---|---|---|---|---|---|---|---|
| RECONCILIATION OF GAAP TO NON-GAAP RESULTS (continued) | ||||||||
| U.S. dollars in thousands | ||||||||
| (1) | Share-based compensation | |||||||
| --- | --- | |||||||
| Quarter ended | Year to date | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| September 30, | September 30, | |||||||
| 2025 | 2024 | 2025 | 2024 | |||||
| Cost of cloud revenue | $ | 2,910 | $ | 3,175 | $ | 9,381 | $ | 8,967 |
| Cost of services revenue | 2,431 | 2,511 | 7,127 | 7,506 | ||||
| Cost of product revenue | 22 | 30 | 65 | 90 | ||||
| Research and development | 4,762 | 6,734 | 12,633 | 22,031 | ||||
| Sales and marketing | 13,447 | 14,937 | 42,119 | 41,676 | ||||
| General and administrative | 13,808 | 21,344 | 49,895 | 57,727 | ||||
| $ | 37,380 | $ | 48,731 | $ | 121,220 | $ | 137,997 | |
| (2) | Acquisition related expenses | |||||||
| --- | --- | |||||||
| Quarter ended | Year to date | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| September 30, | September 30, | |||||||
| 2025 | 2024 | 2025 | 2024 | |||||
| Cost of cloud revenue | $ | - | $ | - | $ | - | $ | 62 |
| Research and development | - | - | - | 330 | ||||
| Sales and marketing | 10 | 7 | 10 | 650 | ||||
| General and administrative | 8,661 | 810 | 9,056 | 1,687 | ||||
| $ | 8,671 | $ | 817 | $ | 9,066 | $ | 2,729 |
| NICE LTD. AND SUBSIDIARIES | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| RECONCILIATION OF GAAP NET INCOME TO NON-GAAP EBITDA | ||||||||||||
| U.S. dollars in thousands | ||||||||||||
| Quarter ended | Year to date | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| September 30, | September 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Unaudited | Unaudited | Unaudited | Unaudited | |||||||||
| GAAP net income | $ | 144,853 | $ | 120,921 | $ | 461,547 | $ | 343,079 | ||||
| Non-GAAP adjustments: | ||||||||||||
| Depreciation and amortization | 48,918 | 52,964 | 136,971 | 156,244 | ||||||||
| Share-based compensation | 35,834 | 47,252 | 116,481 | 133,882 | ||||||||
| Financial and other income, net | (21,136 | ) | (12,280 | ) | (51,806 | ) | (41,934 | ) | ||||
| Acquisition related expenses | 8,671 | 817 | 9,066 | 2,729 | ||||||||
| Valuation adjustment on acquired deferred commission | - | (1 | ) | - | (24 | ) | ||||||
| Taxes on income | 37,057 | 32,738 | 59,794 | 90,497 | ||||||||
| Non-GAAP EBITDA | $ | 254,197 | $ | 242,411 | $ | 732,053 | $ | 684,473 |
| NICE LTD. AND SUBSIDIARIES | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| NON-GAAP RECONCILIATION - FREE CASH FLOW FROM CONTINUING OPERATIONS | ||||||||||||
| U.S. dollars in thousands | ||||||||||||
| Quarter ended | Year to date | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| September 30, | September 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Unaudited | Unaudited | Unaudited | Unaudited | |||||||||
| Net cash provided by operating activities | $ | 190,500 | $ | 158,961 | $ | 536,893 | $ | 583,119 | ||||
| Purchase of property and equipment | (7,258 | ) | (10,419 | ) | (15,504 | ) | (27,395 | ) | ||||
| Capitalization of internal use software costs | (19,663 | ) | (16,812 | ) | (54,566 | ) | (47,986 | ) | ||||
| Free Cash Flow (a) | $ | 163,579 | $ | 131,730 | $ | 466,823 | $ | 507,738 |
(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 costs.