JFrog reported $179.17 million in revenue for Q3 2026

Cover page 2 changes

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For the quarterly period ended June September 30, 2026

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As of July 31, October 30, 2026, the registrant had 123,301,311 124,622,515 ordinary shares, NIS 0.01 par value per share, outstanding.

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Financial Statements (Unaudited) 5 changes

Condensed Consolidated Balance Sheets as of June September 30, 2026 and December 31, 2025

Condensed Consolidated Statements of Operations for the three and six nine months ended June September 30, 2026 and 2025

Condensed Consolidated Statements of Comprehensive Loss for the three and six nine months ended June September 30, 2026 and 2025

Condensed Consolidated Statements of Shareholders' Equity for the three and six nine months ended June September 30, 2026 and 2025

Condensed Consolidated Statements of Cash Flows for the six nine months ended June September 30, 2026 and 2025

Exhibits 2 changes

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• our ability to maintain the security and availability of our products;

• our ability to maintain the security and availability of our products, including our ability to identify, remediate, and respond to vulnerabilities in our products, encourage timely customer adoption of security updates and mitigations, and address actual or reported exploitation of affected products;

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Financial statements 99 changes

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Preferred shares, NIS 0.01 par value per share; 50,000,000 shares authorized; 0 issued and outstanding as of June September 30, 2026 and December 31, 2025

Ordinary shares, NIS 0.01 par value per share, 500,000,000 shares authorized; 123,093,109 124,669,442 and 119,615,355 shares issued as of June September 30, 2026 and December 31, 2025, respectively; 123,045,382 124,621,715 and 119,615,355 shares outstanding as of June September 30, 2026 and December 31, 2025, respectively ( 2,028

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Accumulated other comprehensive income (loss)

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Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

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Income (loss) before income taxes

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Net income (loss) per share, basic and diluted

Net income (loss) per share, diluted

Weighted-average shares used in computing net income (loss) per share, basic and diluted

Weighted-average shares used in computing net income (loss) per share, diluted

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Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

1 unchanged paragraph

Net change in available-for-sale marketable securities, net of tax ( 587 ( 5 2,938 ( 1,962 4,900

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Balance as of March 31, 2026

Three Months Ended June September 30, 2026

Balance as of June 30, 2026

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Repurchases of ordinary shares

Issuance of ordinary shares upon release of restricted share units ( 5 3

Issuance of ordinary shares under the employee share purchase plan

Issuance of ordinary shares related to business combination

2 unchanged paragraphs

Balance as of March 31, 2025

Balance as of June September 30, 2026

Three Months Ended June September 30, 2025

Balance as of June 30, 2025

1 unchanged paragraph

Issuance of ordinary shares upon release of restricted share units ( 5 3

Issuance of ordinary shares under the employee share purchase plan

Issuance of ordinary shares related to business combination

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Other comprehensive income, loss, net of tax

Balance as of June September 30, 2025

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Six Months Ended June 30, 2026

Nine Months Ended September 30, 2026

2 unchanged paragraphs

Issuance of ordinary shares upon release of restricted share units ( 9 12

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Issuance of ordinary shares related to business combination

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Six Months Ended June 30, 2025

Balance as of June September 30, 2026

Nine Months Ended September 30, 2025

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Issuance of ordinary shares upon release of restricted share units ( 8 11

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Issuance of ordinary shares related to business combination

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Balance as of June September 30, 2025

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Six Months Ended June 30,

Nine Months Ended September 30,

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Losses Gains on foreign exchange

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Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 315 751

Net increase (decrease) in cash, cash equivalents, and restricted cash ( 1,051

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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 September 30, 2026, the Company's condensed consolidated results of operations and shareholders' equity for the three and six nine months ended June September 30, 2026 and 2025, and cash flows for the six nine months ended June September 30, 2026 and 2025. The results for the three and six nine months ended June September 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.

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The Company's significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies, in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. There have been no significant changes to these policies during the six nine months ended June September 30, 2026 .

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On March 31, 2026, the Israeli Knesset enacted Chapter 10, "Law for the Encouragement and Incentivization of Research and Development, 2026" (the "R&D Law"). The R&D Law introduces a refundable tax credit regime for qualifying research and development expenditures incurred in Israel, effective for tax years beginning on January 1, 2026. Subject to certain conditions, eligible companies may apply the credit against Israeli income taxes or Israeli qualified domestic minimum top-up tax, or alternatively receive a government grant to the extent the credit is not utilized The Company recognizes the credits as within a reduction to the related expense when there is reasonable assurance that it complies with required conditions and the credits will be received. specified period.

On August 2, 2026, the Israeli Minister of Finance enacted the Regulations for the Encouragement of Knowledge-Intensive Industry (Temporary Provision), 2026 (the "2026 Regulations"). The 2026 Regulations, effective for tax years beginning on January 1, 2026, provide that eligible acquiring companies may elect a refundable tax credit instead of the existing acquisition-related tax deduction under the Law for the Encouragement of Knowledge-Intensive Industry (Temporary Provision), 2023. Subject to certain conditions, including requirements related to the acquiring companies' continued investment in research and development, eligible acquiring companies may elect to receive a government grant to the extent the credit is not utilized within a specified period. The 2026 Regulations apply to acquisitions of control completed during the 2026 tax year and, thereafter and, with respect to undeducted amounts, to acquisitions completed before 2026. The Company is currently evaluating the impact of these regulations on its consolidated financial statements.

The Company recognizes the credits under both the R&D Law and the 2026 Regulations as a reduction to the related research and development expense when there is reasonable assurance that it complies with required conditions and that the credits will be received.

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Interest and other income, net primarily consists of income earned on cash equivalents and short-term investments and foreign exchange gains and losses. Interest income was $ 7.7 8.4 million and $ 6.5 6.6 million for the three months ended June September 30, 2026 and 2025 , respectively, and $ 14.9 23.3 million and $ 12.8 19.4 million for the six nine months ended June September 30, 2026 and 2025 , respectively. Foreign exchange gains (losses) were not material for the periods presented.

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Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

4 unchanged paragraphs

Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

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Of the $ 341.5 385.8 million and $ 275.5 281.9 million of deferred revenue recorded as of March 31, June 30, 2026 and 2025, respectively, the Company recognize d $ 134.3 145.6 million and $ 105.6 110.1 million as revenue during the three months ended June September 30, 2026 and 2025 , respectively. Of the $ 342.0 million and $ 274.2 million of deferred revenue recorded as of December 31, 2025 and 2024, respectively, the Company recognized $ 219.6 283.8 million and $ 176.6 226.1 million as revenue during the six nine months ended June September 30, 2026 and 2025, respectively.

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The Company's remaining performance obligations represent contracted revenue that has not yet been recognized. It includes deferred revenue and non-cancelable amounts that will be invoiced and recognized in future periods, and excludes usage-based fees from SaaS subscriptions in excess of minimum usage commitments from the remaining performance obligations. As of June September 30, 2026, the aggregate a mount of the transaction price allocated to remaining performance obligations was $ 659.0 812.4 million, which consists of billed c onsiderations of $ 385.8 422.6 million and unbilled consid erations of $ 273.2 389.8 million, that the Company expects to recognize as revenue. As of June September 30, 2026 , the Company expects to recognize 67 60 % of its remaining performance obligations as revenue over the next 12 months, and the remainder thereafter.

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Amortization of deferred contract acquisition costs was $ 6.6 7.5 million and $ 4.7 5.1 million for the three months ended June September 30, 2026 and 2025 , respectively, and $ 12.5 20.0 million and $ 9.1 14.2 million for the six nine months ended June September 30, 2026 and 2025 , respectively.

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Short-term investments consist of bank deposits and marketable securities. As of June September 30, 2026 and December 31, 2025 , bank deposits were $ 173.4 200.9 million and $ 147.5 million, respectively.

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12 Months or Greater

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Gross Unrealized Losses

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Other Comprehensive Income , for the realized gains or losses from available-for-sale marketable securities that were reclassified out of accumulated other comprehensive income ("AOCI") during the periods presented.

12 Months or Greater

Gross Unrealized Losses

Gross Unrealized Losses

Gross Unrealized Losses

Corporate debt securities

Municipal securities

Government and agency debt

As of June September 30, 2026 and December 31, 2025 , the unrealized losses related to marketable securities were determined to be not due to credit related losses. Therefore, the Company did no t recognize an allowance for credit losses. See Note 12, Accumulated Other Comprehensive Income (Loss) , for the realized gains or losses from available-for-sale marketable securities that were reclassified out of accumulated other comprehensive income (loss) ("AOCI") during the periods presented.

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Corporate debt securities

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Foreign currency contracts designated as hedging instruments included in other assets, noncurrent

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The Company classifies its money market funds within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. The Company classifies its restricted deposits, certificates of deposit, commercial paper, corporate debt securities, municipal securities, government and agency debt, and derivative financial instruments within Level 2 because they are valued using inputs other than quoted prices which are directly or indirectly observable in the market, including readily-available pricing sources for the identical underlying security which may not be actively traded. As of June September 30, 2026 and December 31, 2025 , the Company did no t have any assets or liabilities valued based on Level 3 valuations.

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The gains (losses) on foreign currency contracts were presented on the Condensed Consolidated Statements of Operations as follows:

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Six Months Ended June 30,

Six Months Ended June 30,

Three Months Ended June September 30,

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and 19 more changes in the filing

Legal proceedings 39 changes

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The Company did no t repurchase any ordinary shares during the three and six months ended June September 30, 2026 . During the nine months ended September 30, 2026, the Company repurchased 47,727 ordinary shares for an aggregate of $ 2.0 million in the open market. As of June September 30, 2026 , $ 298.0 million remained available for repurchases.

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Outstanding and exercisable as of June September 30, 2026

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Unvested as of June September 30, 2026

The total vest date fair value of RSUs was $ 180.4 270.7 million during the six nine months ended June September 30, 2026.

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Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

4 unchanged paragraphs

As of June September 30, 2026 , unrecognized share-based compensation cost related to unvested share-based compensation awards was $ 292.0 351.9 million, which is expected to be recognized over a weighted-average period of 2.5 years. Additionally, unrecognized share-based compensation cost related to the acquisition holdback arrangement was $ 9.1 6.9 million, which will be recognized over 1.0 year. 0.8 years.

12. Accumulated Other Comprehensive Income (Loss)

6 unchanged paragraphs

Balance as of June September 30, 2026

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Gross unrecognized tax benefits were $ 7.6 million as of June 30, 2026 and December 31, 2025. As of June 30, 2026 , the Company does not expect its unrecognized tax benefits to change significantly within the next twelve months.

Six Months Ended June 30,

Balance as of June September 30, 2025

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 expense (benefit) was $( 1.4 0.3 ) million and $ 2.0 1.5 million for the three months ended June September 30, 2026 and 2025, respectively, and $ 1.1 0.8 million and $ 3.5 5.0 million for the six nine months ended June September 30, 2026 and 2025, respectively. The income tax expense (benefit) for the periods consisted primarily of income taxes related to the Company's foreign operations.

A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. Based on the available objective evidence during six nine months ended June September 30, 2026, the Company believes it is more likely than not that the tax benefits benefit s of the Company's losses incurred in Israel may not be realized.

14. Net Income (Loss) Per Share

The following table sets forth the computation of basic and diluted net income (loss) per share for the periods presented:

Three Months Ended June September 30,

Nine Months Ended September 30,

1 unchanged paragraph

Six Months Ended June 30,

Weighted-average shares used in computing net income (loss) per share, basic and diluted

Weighted-average effect of dilutive securities:

Employee equity awards

Issuable ordinary shares related to business combination

Weighted-average shares used in computing net income (loss) per share, diluted

Net income (loss) per share, basic and diluted

Net income (loss) per share, diluted

The potential shares of ordinary shares that were excluded from the computation of diluted net income (loss) per share for the periods presented because including them would have been anti-dilutive are as follows:

Three Months Ended June September 30,

Nine Months Ended September 30,

4 unchanged paragraphs

Six Months Ended June 30,

Compensation expense (1)

The Company operates in one operating and reportable segment. The following table summarizes the Company's segment revenue, significant segment expenses, and segment net income (loss):

Three Months Ended June September 30,

Nine Months Ended September 30,

Compensation and related expense (1)

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(1) Compensation and related expense includes employee salaries, commissions, performance bonuses, payroll taxes, benefits, and outsourced labor costs , and amortization of deferred contract acquisition costs related to compensation paid to employees in connection with obtaining customer contracts.

(2) Other segment items include acquisition-related costs, amortization of intangibles, depreciation of property and equipment, hosting costs, marketing expense, professional service fees, reseller commission, software and subscription costs, other overhead expense, refundable tax credits, interest and other income, net, and income tax expense (benefit).

Revenue by geographical region can be found in Note 3, Revenue Recognition . The following table presents the Company's long-lived assets by geographic region, which consist of property and equipment, net and operating lease right-of-use assets recognized in accordance with Accounting Standards Codification Topic 842, Leases :

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MD&A 90 changes

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We generate revenue from the sale of subscriptions to customers. We offer subscription tiers for self-managed deployments, where our customers deploy and manage our products across their public cloud, on-premises, private cloud, or hybrid environments, as well as JFrog-managed public cloud deployments, which we refer to as our SaaS subscriptions. Revenue from SaaS subscriptions contributed 53% 57% and 52% 54% of our total revenue for the three and six nine months ended June September 30, 2026, respectively, compared to 45% 46% and 44% 45% for the corresponding periods in 2025, respectively.

Our self-managed subscriptions are offered on an annual and multi-year basis, and our SaaS subscriptions are offered on a monthly, annual, and multi-year basis. Revenue from Enterprise Plus subscription represented approximately 61% and 59% of our total revenue for the three and six nine months ended June September 30, 2026, respectively, compared to approximately 56% and 55%, respectively, for each of the corresponding periods in 2025. The growth in revenue from our Enterprise Plus subscription demonstrates the increased demand for our end-to-end solutions for customers' entire software supply chain management.

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We generated revenue of $163.8 million and $127.2 million for the three months ended June 30, 2026 and 2025, respectively, representing 29% growth, and $317.7 million and $249.6 million for the six months ended June 30, 2026 and 2025, respectively, representing 27% growth. We have continued to invest in our business and had a net loss of $4.2 million and $21.7 million for the three months ended June 30, 2026 and 2025, respectively, and $12.4 million and $40.2 million for the six months ended June 30, 2026 and 2025, respectively.

We generated revenue of $179.2 million and $136.9 million for the three months ended September 30, 2026 and 2025, respectively, representing 31% growth, and $496.9 million and $386.5 million for the nine months ended September 30, 2026 and 2025, respectively, representing 29% growth. We generated net income of $6.6 million for the three months ended September 30, 2026, compared to a net loss of $16.4 million for the three months ended September 30, 2025. We had a net loss of $5.9 million and $56.6 million for the nine months ended September 30, 2026 and 2025, respectively.

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On October 7, 2023, Hamas militants and members of other terrorist organizations infiltrated Israel's southern border from the Gaza Strip and conducted a series of terror attacks on civilian and military targets. Following the attack, Israel declared war against Hamas and commenced a military campaign against these terrorist organizations. Israel has also been involved in military conflicts with Hezbollah, a terrorist organization based in Lebanon, and Iran, both directly and through proxies such as the Houthi movement in Yemen. In October 2025, a ceasefire agreement was reached between Israel and Hamas, leading to a cessation of direct military activities between these parties. In June 2025, following intelligence assessments indicating imminent attacks, Israel conducted strikes against Iranian military and nuclear infrastructure together with the United States, which led to Iranian counterattacks before a ceasefire was reached on June 24, 2025, after 12 days of hostilities. On February 28, 2026, Israel and the United States launched a second, larger-scale offensive against Iran. Iran retaliated with sustained attacks across the Middle East and was joined by renewed Hezbollah attacks on Israel. On April 8, 2026, a temporary ceasefire agreement was reached, resulting in a cessation of military activities. Since then, however, there have been mutual attacks between Iran and the United States, indicating that the situation remains volatile and subject to further escalation.

In October 2023, Hamas militants and members of other terrorist organizations crossed Israel's southern border from the Gaza Strip and carried out attacks against civilian and military targets. Hezbollah also launched attacks against Israel across its northern border. These events escalated into a broader regional conflict involving, among others, Iran and its proxies, Israel and the United States. The conflict has been characterized by periods of intensified hostilities, ceasefire arrangements and renewed attacks. Despite efforts to de-escalate the conflict, the regional security situation remains volatile and subject to further escalation.

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We quantify our expansion across existing customers through our net dollar retention rate. Our net dollar retention rate compares our annual recurring revenue ("ARR") from the same set of customers across comparable periods. We define ARR as the annualized revenue run-rate of subscription agreements from all customers as of the last month of the quarter. The ARR includes monthly subscription customers so long as we generate revenue from these customers. We annualize our monthly subscriptions by taking the revenue we would contractually expect to receive from such customers in a given month and multiplying it by 12. We calculate net dollar retention rate by first identifying customers (the "Base Customers"), which were customers in the last month of a particular quarter (the "Base Quarter"). We then calculate the contracted ARR from these Base Customers in the last month of the same quarter of the subsequent year (the "Comparison Quarter"). This calculation captures upsells, contraction, and attrition since the Base Quarter. We then divide total Comparison Quarter ARR by total Base Quarter ARR for Base Customers. Our net dollar retention rate in a particular quarter is obtained by averaging the result from that particular quarter with the corresponding results from each of the prior three quarters. Our net dollar retention rate may fluctuate as a result of a number of factors, including the level of penetration within our customer base, expansion of products and features, and our ability to retain our customers. As of June September 30, 2026 and 2025, our net dollar retention rate was 121% 124% and 118%, respectively. We expect our net dollar retention rate to remain relatively stable, with minor fluctuations around current levels.

We focus on growing the number of large customers as a measure of our ability to scale with our customers and attract larger organizations to adopt our products. As of June September 30, 2026, 1,291 1,357 of our customers had ARR of $100,000 or more, increasing from 1,168 customers as of December 31, 2025. We had 97 112 customers with ARR of at least $1.0 million as of June September 30, 2026, increasing from 74 customers as of December 31, 2025.

7 unchanged paragraphs

Six Months Ended June 30,

Nine Months Ended September 30,

14 unchanged paragraphs

Sales and marketing expenses primarily consist of personnel-related expenses, share-based compensation expenses, sales commissions, amortization of deferred contract acquisition costs, public cloud infrastructure costs associated with our free trials and open source software options, and costs associated with marketing programs and user events. Marketing programs include advertising, promotional events, and brand-building activities. We plan to increase our investment in sales and marketing over the foreseeable future, as we continue to hire additional personnel and invest in sales and marketing programs.

8 unchanged paragraphs

Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

6 unchanged paragraphs

Research and development (1)(3) (1)(3)(4)

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Income (loss) before income taxes

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Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

5 unchanged paragraphs

Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

4 unchanged paragraphs

Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

3 unchanged paragraphs

Six Months Ended June 30,

(4) Includes acquisition-related refundable research and development tax credits as follows:

Three Months Ended June September 30,

Nine Months Ended September 30,

Research and development

Three Months Ended September 30,

Nine Months Ended September 30,

10 unchanged paragraphs

Income (loss) before income taxes

1 unchanged paragraph

Comparison of the Three Months Ended June September 30, 2026 and 2025

Three Months Ended June September 30,

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The increase in total subscription revenue for the three months ended June September 30, 2026 compared to the three months ended June September 30, 2025 consisted of approximately $30.3 $35.1 million in growth from existing customers, and with the remaining remainder attributable to new customers.

1 unchanged paragraph

Three Months Ended June September 30,

1 unchanged paragraph

Subscription—self-managed and SaaS

License—self-managed

1 unchanged paragraph

Total cost of revenue increased for the three months ended June September 30, 2026 compared to the three months ended June September 30, 2025. The increase was primarily attributable to an increase of $4.2 $5.3 million in third-party hosting costs mainly driven by increased revenue from SaaS subscriptions and an increase of $1.4 $1.2 million in personnel-related expenses mainly as a result of increased headcount, partially offset by a decrease of $1.7 million in intangible amortization as certain intangibles became fully amortized.

Gross margin increased for the three months ended June September 30, 2026 compared to the three months ended June September 30, 2025, primarily due to revenue growth with improved operating leverage and lower intangible amortization, partially offset by higher third-party hosting costs.

1 unchanged paragraph

Three Months Ended June September 30,

2 unchanged paragraphs

Research and development expense increased for the three months ended June September 30, 2026 compared to the three months ended June September 30, 2025. The increase was primarily attributable to an increase of $6.1 $5.2 million in personnel-related expenses mainly as a result of increased headcount, and an increase of $2.3 $3.2 million in costs for third-party software, development environment, and engineering tools, and an increase of $2.1 million in allocated facility costs primarily due to the commencement of a new office lease, partially offset by $1.5 $4.8 million refundable tax credits commencing in 2026.

Three Months Ended June September 30,

1 unchanged paragraph

Sales and marketing expense increased for the three months ended June September 30, 2026 compared to the three months ended June September 30, 2025, primarily attributable to an increase of $4.9 $4.1 million in personnel-related expenses mainly as a result of increased headcount and an increase of $2.2 million in amortization of deferred contract acquisition costs driven by the cumulative impact of higher capitalized sales commissions from sales growth.

1 unchanged paragraph

Three Months Ended June September 30,

2 unchanged paragraphs

General and administrative expense increased for the three months ended June September 30, 2026 compared to the three months ended June September 30, 2025. The increase was primarily attributable to an increase of $2.7 $2.1 million in share-based compensation expense as discussed in the section titled " Share-Based Compensation Expense " below and an increase of $2.3 $2.0 million in personnel-related expenses mainly as a result of increased headcount.

1 unchanged paragraph

Three Months Ended June September 30,

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Share-based compensation expenses increased for the three months ended June September 30, 2026 compared to the three months ended June September 30, 2025, primarily within general and administrative expenses. The increase was attributable to equity awards granted to new and existing employees and an increased allocation to general and administrative functions.

1 unchanged paragraph

Three Months Ended June September 30,

2 unchanged paragraphs

Interest and other income, net increased for the three months ended June September 30, 2026 compared to the three months ended June September 30, 2025, primarily due to higher interest income on short-term investments as a result of higher investment balances.

1 unchanged paragraph

Three Months Ended June September 30,

4 unchanged paragraphs

Six Months Ended June 30,

Comparison of the Six Nine Months Ended June September 30, 2026 and 2025

Nine Months Ended September 30,

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The increase in total subscription revenue for the six nine months ended June September 30, 2026 compared to the six nine months ended June September 30, 2025 consisted of approximately $58.0 $96.3 million in growth from existing customers, and with the remaining remainder attributable to new customers.

1 unchanged paragraph

Six Months Ended June 30,

Nine Months Ended September 30,

4 unchanged paragraphs

Total cost of revenue increased for the six nine months ended June September 30, 2026 compared to the six nine months ended June September 30, 2025. The increase was primarily attributable to an increase of $6.2 $11.5 million in third-party hosting costs mainly driven by increased revenue from SaaS subscriptions and an increase of $2.9 $4.1 million in personnel-related expenses mainly as a result of increased headcount.

Gross margin increased for the six nine months ended June September 30, 2026 compared to the six nine months ended June September 30, 2025, primarily due to revenue growth with improved operating leverage and lower intangible amortization resulting as certain intangibles became fully amortized, partially offset by higher third-party hosting costs.

1 unchanged paragraph

Six Months Ended June 30,

Nine Months Ended September 30,

2 unchanged paragraphs

Six Months Ended June 30,

Research and development expense increased for the six nine months ended June September 30, 2026 compared to the six nine months ended June September 30, 2025. The increase was primarily attributable to an increase of $13.3 $18.5 million in personnel-related expenses mainly as a result of increased headcount and an increase of $3.8 $7.0 million in costs for third-party software, development environment, and engineering tools, partially offset by $1.5 $6.3 million refundable tax credits commencing in 2026.

Nine Months Ended September 30,

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Sales and marketing expense increased for the six nine months ended June September 30, 2026 compared to the six nine months ended June September 30, 2025. The increase was primarily attributable to an increase of $9.2 $13.3 million in personnel-related expenses mainly as a result of increased headcount and an increase of $2.0 $5.3 million in commissions, partially offset amortization of deferred contract acquisition costs driven by a decrease the cumulative impact of $2.0 million in intangible amortization due to certain intangibles becoming fully amortized. higher capitalized sales commissions from sales growth.

1 unchanged paragraph

Six Months Ended June 30,

Nine Months Ended September 30,

2 unchanged paragraphs

General and administrative expense increased for the six nine months ended June September 30, 2026 compared to the six nine months ended June September 30, 2025. The increase was primarily attributable to an increase of $5.3 $7.4 million in share-based compensation expense as discussed in the section titled " Share-Based Compensation Expense " below and an increase of $4.3 $6.2 million in personnel-related expenses mainly as a result of increased headcount.

1 unchanged paragraph

Six Months Ended June 30,

Nine Months Ended September 30,

5 unchanged paragraphs

Share-based compensation expenses increased for the six nine months ended June September 30, 2026 compared to the six nine months ended June September 30, 2025, primarily within general and administrative expenses. The increase was attributable to equity awards granted to new and existing employees and an increased allocation to general and administrative functions.

1 unchanged paragraph

Six Months Ended June 30,

Nine Months Ended September 30,

2 unchanged paragraphs

Six Months Ended June 30,

Interest and other income, net increased for the six nine months ended June September 30, 2026 compared to the six nine months ended June September 30, 2025, primarily due to higher interest income on short-term investments as a result of higher investment balances.

Nine Months Ended September 30,

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As of June September 30, 2026, our principal sources of liquidity were cash, cash equivalents, and short-term investments of $824.5 $880.9 million. Cash and cash equivalents primarily consist of cash in banks and money market funds. Short-term investments generally consist of bank deposits, certificates of deposit, commercial paper, corporate debt securities, municipal securities, and government and agency debt. We believe our existing cash, cash equivalents, and short-term investments, together with cash provided by operations, will be sufficient to meet our needs for the next 12 months, as well as in the long-term.

2 unchanged paragraphs

Six Months Ended June 30,

Nine Months Ended September 30,

4 unchanged paragraphs

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and 10 more changes in the filing

Qualitative and quantitative disclosures about market risk 4 changes

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To reduce the impact of foreign exchange risks associated with forecasted future cash flows and certain existing assets and liabilities and the volatility in our Condensed Consolidated Statements of Operations, we have established a hedging program. Foreign currency contracts are generally utilized in this hedging program. Our foreign currency contracts generally have terms up to eighteen months. We do not enter into derivative instruments for trading or speculative purposes. We account for our derivative instruments as either assets or liabilities and carry them at fair value in the Condensed Consolidated Balance Sheets. The accounting for changes in the fair value of the derivative depends on the intended use of the derivative and the resulting designation. Our hedging program reduces but does not eliminate the impact of currency exchange rate movements. The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business, after considering our hedging programs, would not have had a material impact on our results of operations for the three and six nine months ended June September 30, 2026.

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As of June September 30, 2026, our cash, cash equivalents, restricted cash, and short-term investments were primarily denominated in U.S. dollars. A hypothetical 10% increase or decrease in current exchange rates would not materially affect our cash, cash equivalents, restricted cash, and short-term investment balances as of June September 30, 2026.

As of June September 30, 2026, we had cash and cash equivalents of $96.7 $75.2 million, and short-term investments of $727.8 $805.7 million. Cash and cash equivalents primarily consist of cash in banks and money market funds. Short-term investments generally consist of bank deposits, certificates of deposit, commercial paper, corporate debt securities, municipal securities, and government and agency debt. Our cash, cash equivalents, and short-term investments are held for working capital purposes. The primary objectives of our investment activities are the preservation of capital, the fulfillment of liquidity needs and the fiduciary control of cash. We do not enter into investments for trading or speculative purposes. Such interest-earning instruments carry a degree of interest rate risk. Changes in interest rates affect the interest earned on our cash and cash equivalents and marketable securities, and the market value of those securities. A hypothetical 1% increase in interest rates would not have had a material impact on their fair value as of June September 30, 2026.

We do not believe that inflation has had a material effect on our business, financial condition, or results of operations, other than its impact on the general economy. However, if our costs, in particular labor, sales and marketing, and hosting costs, and office rent, were to become subject to inflationary pressures, we might not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition, and results of operations.

Controls and procedures 2 changes

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Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of such date, our disclosure controls and procedures were, in design and operation, effective at a reasonable assurance level.

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There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that has have materially affected, or is are reasonably likely to materially affect, our internal control over financial reporting.

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Risk factors 26 changes

Investing in our ordinary shares involves a high degree of risk. A description of the risks and uncertainties associated with our business and ownership of our ordinary shares is set forth below. You should carefully consider the risks and uncertainties described below, together with all of the other information contained in this Quarterly Report on Form 10-Q, including the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our condensed consolidated financial statements and the related notes thereto, before making a decision to invest in our ordinary shares. The risks and uncertainties described below are not the only ones we face. Our business, results of operations, financial condition, or prospects could also be harmed by risks and uncertainties that are not presently known to us or that we currently believe are not material. Certain of these risks have occurred in the past, and some are currently affecting our business, as described below. If any of the these risks actually occur or continue, our business, results of operations, financial condition, and prospects could be materially and adversely affected. In that event, the market price of our ordinary shares could decline and you could lose all or part of your investment.

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• our ability to maintain the security and availability of our products, including risks arising from disclosed product vulnerabilities, exploitation by threat actors, and customers' failure to implement available patches or mitigations promptly;

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We have experienced significant growth and increased demand for our products over time. Our total revenues for the three months ended June September 30, 2026 and 2025 were $163.8 $179.2 million and $127.2 $136.9 million, respectively, representing 29% 31% growth, and $317.7 $496.9 million and $249.6 $386.5 million for the six nine months ended June September 30, 2026 and 2025, respectively, representing 27% 29% growth. Our employee headcount has also increased from approximately 1,600 as of December 31, 2024 to approximately 1,800 as of December 31, 2025. As of June September 30, 2026, 1,291 1,357 of our customers had ARR of $100,000 or more, increasing from 1,168 customers as of December 31, 2025, and 97 112 of our customers had ARR of $1,000,000 or more, increasing from 74 customers as of December 31, 2025. We focus on growing the number of large customers as a measure of our ability to scale with our customers and attract larger organizations to adopt our products. The growth and expansion of our business places a continuous and significant strain on our management, operational, and financial resources. In addition, as customers adopt our products for an increasing number of use cases, we have had to support more complex commercial relationships. We must continue to improve and expand our information technology and financial infrastructure, our security and compliance requirements, our operating and administrative systems, our relationships with cloud providers, technology partners, and other third parties, and our ability to manage headcount and processes in an efficient manner to manage our growth effectively.

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As noted above, our total revenues for the three and six nine months ended June September 30, 2026 grew by 29% 31% and 27%, 29%, respectively, compared to the corresponding prior year periods. You should not rely on the results of any prior quarterly or annual period as an indication of our future performance. Even if our revenue continues to increase, our revenue growth rate may decline in future periods. Many factors may contribute to declines in our growth rate, including but not limited to

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If we are not able to keep pace with technological and competitive developments, maintain the quality of our products, or fail to integrate our products with a variety of technologies that are developed by others, or the market perceives either any of these to be true, our products may become less marketable, less competitive, or obsolete, and our results of operations and the price of our ordinary shares may be adversely affected.

In order to provide value for our customers, we must offer a platform that allows our customers to consume source code and open source libraries from repositories, manage the dependencies among components within software packages, move packages and ML models to a universal repository, ingest packages from third parties, including open source libraries, scan for vulnerabilities through various stages, distribute to endpoints, and deploy in production, all through a single user access point. The success of any new product introductions depends on a number of factors including, but not limited to, timely and successful product development, market acceptance, the quality of our product and the user experience, our ability to manage the risks associated with new product releases, the effective management of development and other spending in connection with anticipated demand for new products, and the availability of newly developed products. We have in the past experienced bugs, errors, or other defects or deficiencies in new products and product updates and delays in releasing new products, deployment options, and product enhancements and may have similar experiences in the future. As a result, some of our customers may either defer purchasing our products until the next upgrade is released or switch to a competitor if we are not able to keep up with technological developments. For example, AI and ML may change the way our industry operates, and businesses that are slow to adopt or fail to adopt these new technologies may face a competitive disadvantage. In addition, if defects are not discovered until after customers purchase our products, our customers could lose confidence in the quality of our products and our reputation and brand may be harmed. If Significant bugs, errors, or other defects, or deficiencies, are not discovered including security vulnerabilities, have been and patched may in a timely manner, the future be exploited by unauthorized parties could to gain access to such our products, including where vulnerabilities are not discovered and patched prior to exploitation or where customers do not promptly implement available updates or mitigations. Any negative publicity related to the perceived quality of our products could harm our business, results of operations, and financial condition. See also, " We have acquired, and may in the future acquire, complementary businesses which could require significant management attention, disrupt our business, dilute shareholder value, and adversely affect our results of operations ." in this Part II, Item 1A.

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A real or perceived defect, security vulnerability, error, or performance failure in our platform, including delayed remediation or customer implementation of available updates, could cause us to lose revenue, expose us to liability, and damage our reputation.

Our products are inherently complex and, despite extensive testing and quality control, have in the past and may in the future contain defects or errors, or security vulnerabilities, especially when first introduced, or not perform as contemplated. These Threat actors have in the past and may in the future exploit vulnerabilities before customers apply security updates or otherwise complete remediation. Security updates also may not remedy unauthorized access or other compromises that occurred before the updates were applied. For example, earlier in 2026, we issued updates addressing vulnerabilities in our self-managed products, certain of which had been exploited previously, including within the environments of customers using hybrid deployments. Defects, security vulnerabilities, errors, or other performance failures could cause breach of contractual provisions, thereby exposing us to result in liabilities, termination of agreements, loss of customers or revenue, order cancellations, service terminations, damage to our reputation, or lack of market acceptance of our products. They could also result in unauthorized access, privilege escalation, exposure or modification of information, alteration of software artifacts, service disruption, or compromise of connected development, build, deployment, or production systems. Hybrid deployments that connect customer-managed components to our cloud offerings have allowed, and may in the future allow, a vulnerability exploited in a self-managed component to affect a customer's cloud instance. Although we have implemented additional security measures designed to address these risks, such measures may not be effective against all threats. As the use of our products, including products that were recently acquired or developed, expands to more sensitive, secure, or mission critical uses by our customers, we may be subject to increased contractual liability, scrutiny, loss of revenue or customers, potential reputational risk, or potential liability should our products fail to perform as contemplated in such deployments. We have in the past and may in the future need to issue corrective releases of our products to fix these defects, errors, security vulnerabilities, or performance failures, and develop processes and controls which could require us to allocate significant research and development and customer support resources to address these problems.

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Incorrect implementation or use of our products, customer use of configurations that we permit but do not recommend, or our customers' failure to update, our products install available security updates and mitigations promptly, could result in security incidents and customer dissatisfaction and which could negatively affect our business, operations, financial results, and growth prospects.

Our products are often operated in large scale, complex IT environments. Our customers and some partners require training and experience in the proper use of and the benefits that can be derived from our products to maximize their potential. Customers operating self-hosted deployments control the timing and manner of implementing patches, upgrades, configuration changes, and other updates and mitigations. Some customers use configurations that are allowed, but that we recommend against. Some customers may delay updates because of operational complexity, compatibility concerns, testing requirements, resource constraints, or maintenance schedules. If users of our products do not implement, use, configure, or update our products as recommended, correctly or as intended, then inadequate performance and/or security vulnerabilities may result, and such customers may be at a higher risk of security incidents and breaches, and certain customers have experienced such incidents. An available update may prevent future exploitation without detecting or eliminating compromise that occurred before installation. Actual or perceived delays in our release of security updates, customer application of such updates, or the effectiveness of other remediation measures could increase customer-support costs and claims. These circumstances could also reduce renewals, delay new sales, and harm our reputation. Because our customers rely on our products to manage a wide range of operations, the incorrect implementation, use of, or our customers' failure to update, our products, use of configurations that are not recommended, or our failure to train customers on how to use our products productively has in the past and may in the future result in customer dissatisfaction and may adversely affect our reputation and brand. Our failure to effectively provide training and implementation services to our customers could result in lost opportunities for follow-on sales to these customers and decrease subscriptions by new customers, which would adversely affect our business and growth prospects.

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In addition, our website and internal technology infrastructure have in the past and may in the future experience performance issues due to a variety of factors, including infrastructure changes, human or software errors, website or third-party hosting disruptions, capacity constraints, technical failures, natural disasters, or fraud or security attacks. If our website is unavailable, our business could be harmed. We expect to continue to make significant investments to maintain and improve website performance and to enable rapid releases of new features and applications for our products. To the extent that we do not effectively upgrade our systems as needed and continually develop our technology to accommodate actual and anticipated changes in technology, our business and results of operations may be harmed.

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Sales to government entities are subject to a number of risks that are specific to public sector customers. Selling to government entities can be highly complex, competitive, and may have longer sales cycles, often requiring significant upfront time, expertise, and expense without any assurance that these efforts will generate a sale. Government requirements for software like ours may change, thereby restricting our ability to sell into the U.S. federal government, U.S. state and local governments, or non-U.S. government entities, or non-U.S. government-controlled entities until we have complied with such requirements. Government authorities have in the past and may in the future identify vulnerabilities affecting our products as known exploited vulnerabilities or otherwise require accelerated patching, mitigation, forensic review, or discontinuation of affected versions. Such actions may increase procurement scrutiny, delay or restrict sales, increase support obligations, or require additional security assurances. Actual or perceived failure by us, our partners, or customers to satisfy applicable remediation requirements could adversely affect our public-sector business and reputation. Government demand and payment for our platform may be affected by public sector budgetary cycles and funding authorizations, with funding reductions or delays adversely affecting public sector demand for our platform. Additionally, any actual or perceived privacy, data protection, or data security incident, or even any perceived defect with regard to our practices or measures in these areas, may negatively impact public sector demand for our platform.

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AI technology also may be the subject of new or modified legal and regulatory obligations. For example, the EU AI Act (the "AI Act") entered into force on August 1, 2024, with obligations related to certain AI practices and AI literacy, effective February 2, 2025, and provisions pertaining to General Purpose AI Models, effective August 2, 2025. Transparency obligations under the AI Act, including requirements to disclose to users when they are interacting with AI systems and obligations relating to

We have deployed AI and ML technologies in our products and business, including developing new features utilizing AI technologies. AI technology may has become more important to our operations or to our future growth over time. We may fail to properly implement or market our AI features and platform. Our platform and systems have in the past been, and may become in the future be, targets for of abuse powered by AI systems, including autonomous AI agents, and our support for MLOps may fall behind existing demands which are changing rapidly. Additionally, with the introduction of new technologies, the evolution of AI, and new market entrants, we expect competition may intensify in the future. Our competitors or other third parties may incorporate AI technology into their products, offerings, and solutions more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. Suppliers of the third-party AI models and agents we use in our platform and business could terminate their relationship with us, cease to make certain models or agents available to us, or make certain models or agents more expensive for us to use.

AI technology also may be the subject of new or modified legal and regulatory obligations. For example, the EU AI Act (the "AI Act") entered into force on August 1, 2024, with obligations related to certain AI practices and AI literacy, effective February 2, 2025, and provisions pertaining to General Purpose AI Models, effective August 2, 2025. Transparency obligations under the AI Act, including requirements to disclose to users when they are interacting with AI systems and obligations relating to AI-generated content, became effective on August 2, 2026. Under the AI Act, fines can reach up to €35 million or 7% of global annual turnover. In May 2026, the EU Council and European Parliament reached a provisional political agreement on the Digital Omnibus on AI, which amends the AI Act in several respects. The agreement defers the certain compliance deadlines for high-risk AI system obligations to December 2, 2027 for standalone high-risk systems and to August 2, 2028 for AI systems embedded in regulated products and expands the enforcement powers of the EU AI Office. The AI Act may impact the incorporation of AI technologies into our offerings and business in Europe. Other countries, including the U.S. at both the state and federal level, are increasingly looking to regulate AI, or have already done so. For example, several AI bills have been introduced in Congress and in state legislatures. We may not be able to anticipate how to respond to rapidly evolving legal frameworks, and we may have to expend resources to adjust our offerings in certain jurisdictions if the legal frameworks on AI and ML technologies are not consistent across jurisdictions. New laws, decisions, and guidance regarding AI technologies may limit our ability to use AI models, or require us to make changes to our operations or platform, which would result in an increase to operating costs and hinder our ability to improve our offering to our customers. Accordingly, it is not possible to predict all of the risks related to the use of AI and ML technologies that we may face, and changes in laws, rules, directives, and regulations governing the use of AI and ML technologies may adversely affect our ability to use or sell these technologies or subject us to legal liability.

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A significant portion of our intellectual property has been developed by our employees in the course of their employment for us. Under the Israeli Patents Law, 5727-1967 (the "Patents Law"), inventions conceived by an employee in the course and as a result of or arising from his or her employment with a company are regarded as "service inventions," which belong to the employer, absent a specific agreement between the employee and employer giving the employee service invention rights. The Patents Law also provides that if there is no such agreement between an employer and an employee, the Israeli Compensation and Royalties Committee (the "Committee"), a body constituted under the Patents Law, shall determine whether the employee is entitled to remuneration for his or her inventions. Case law clarifies that the right to receive consideration for "service inventions"

A significant portion of our intellectual property has been developed by our employees in the course of their employment for us. Under the Israeli Patents Law, 5727-1967 (the "Patents Law"), inventions conceived by an employee in the course and as a result of or arising from his or her employment with a company are regarded as "service inventions," which belong to the employer, absent a specific agreement between the employee and employer giving the employee service invention rights. The Patents Law also provides that if there is no such agreement between an employer and an employee, the Israeli Compensation and Royalties Committee (the "Committee"), a body constituted under the Patents Law, shall determine whether the employee is entitled to remuneration for his or her inventions. Case law clarifies that the right to receive consideration for "service inventions" can be waived by the employee and that, in certain circumstances, such waiver does not necessarily have to be explicit. The Committee will examine, on a case-by-case basis, the general contractual framework between the parties, applying interpretation rules of the general Israeli contract laws. Further, the Committee has not yet determined one specific formula for calculating this remuneration, but rather uses the criteria specified in the Patents Law. Although we generally enter into assignment of invention and waiver agreements with our employees pursuant to which such individuals assign to us all rights to any inventions created in the scope of their employment or engagement with us, and pursuant to which such individuals explicitly and irrevocably waive any right to claim royalties or other consideration in respect of service inventions, including under Section 134 of the Patents Law, we may nevertheless face claims demanding remuneration in consideration for assigned inventions. Such waivers are generally recognized and enforceable under Israeli law and are taken into account by the Committee when evaluating such claims. As a consequence of such claims, we could be required to incur legal costs and expend management time in responding to or defending against such claims, which are generally assessed in light of the explicit waivers executed by our employees, and such circumstances and developments could negatively affect our business.

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Techniques used to sabotage or obtain unauthorized access to systems or networks are constantly evolving and, in some instances, are not identified until launched against a target. For example, AI technologies may be used in connection with certain cybersecurity attacks and vulnerabilities, resulting in heightened risks of security breaches and incidents, including through inadvertent or intentional actions by our employees, contractors, consultants, partners, and/or other third parties. We and our vendors and service providers may be unable to anticipate these techniques, react, remediate, or otherwise address any security breach or other security incident in a timely manner, or implement adequate preventative measures. We have experienced vulnerabilities in the past, and we identify product vulnerabilities from time to time, including through our bug bounty program. Certain vulnerabilities could be exploited if our customers do not patch vulnerable versions of the product. We may experience security breaches and incidents, including those resulting from a cybersecurity attack or phishing attack, whether from hackers, criminal groups, or state-sponsored organizations, or other means, including unauthorized access, unauthorized usage, malware, similar events or causes, or employee or contractor error or negligence, or those of vendors, service providers, and strategic partners on which we rely. There also have been and may continue to be significant supply chain attacks. Our vendors and service providers have been and, in the future may be, the targets of cyberattacks, malicious software, supply chain attacks, phishing schemes, fraud, and other risks to the confidentiality, security, and integrity of their systems and the data they process for us. Certain of our vendors and service providers have suffered from security breaches and incidents, and from disruptions to their systems and networks, and we cannot guarantee that our or our vendors or service providers' systems and networks have not been breached or do not contain exploitable vulnerabilities, defects, or bugs that could result in a breach of, incident impacting, or other disruption to our systems and networks or the systems or networks of third parties that support us and our services. In addition, our customers and users may disclose or leak their passwords, API keys, or secrets that could lead to unauthorized access to their accounts and data, including information about their software, source code, and security environment, stored within our products and associated systems.

We may experience security breaches and incidents, including those resulting from a cybersecurity attack or phishing attack, whether from hackers, criminal groups, or state-sponsored organizations, or other means, including unauthorized access, unauthorized usage, malware, similar events or causes, or employee or contractor error or negligence, or those of vendors, service providers, and strategic partners on which we rely. There also have been and may continue to be significant supply chain attacks. Our vendors and service providers have been and, in the future may be, the targets of cyberattacks, malicious software, supply chain attacks, phishing schemes, fraud, and other risks to the confidentiality, security, and integrity of their systems and the data they process for us. Certain of our vendors and service providers have suffered from security breaches and incidents, and from disruptions to their systems and networks, and we cannot guarantee that our or our vendors or service providers' systems and networks have not been breached or do not contain exploitable vulnerabilities, defects, or bugs that could result in a breach of, incident impacting, or other disruption to our systems and networks or the systems or networks of third parties that support us and our services. In addition, our customers and users may disclose or leak their passwords, API keys, or secrets that could lead to unauthorized access to their accounts and data, including information about their software, source code, and security environment, stored within our products and associated systems.

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Our primary research and development operations are located in Israel. As of June September 30, 2026, we had customers located in over 90 countries, and our strategy is to continue to expand internationally. In addition, as a result of our strategy of leveraging a distributed workforce. As of June September 30, 2026, we had employees located primarily in eleven countries. Our current international operations involve, and we expect future initiatives will involve, a variety of risks, including:

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Any allegations or violation of the FCPA or other applicable anti-bribery, anti-corruption laws, and anti-money laundering laws could result in whistleblower complaints, sanctions, settlements, prosecution, enforcement actions, fines, damages, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions, or suspension or debarment from U.S. government contracts, all of which may have an adverse effect on our reputation, business, results of operations, and prospects. Responding to any investigation or action will likely result in a materially significant diversion of management's attention and resources and significant defense costs and other professional fees. In addition, the U.S. government may seek to hold us liable for successor liability for FCPA violations committed by companies in which we invest or that we acquire. As a general matter, investigations, enforcement actions, and sanctions could harm our reputation, business, results of operations, and financial condition.

Responding to any investigation or action will likely result in a materially significant diversion of management's attention and resources and significant defense costs and other professional fees. In addition, the U.S. government may seek to hold us liable for successor liability for FCPA violations committed by companies in which we invest or that we acquire. As a general matter, investigations, enforcement actions, and sanctions could harm our reputation, business, results of operations, and financial condition.

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In addition, increased international sales in the future may result in greater foreign currency denominated sales, increasing our foreign currency risk. A material portion of our leases are denominated in currencies other than the U.S. Dollar, mainly in NIS. The associated lease liabilities are remeasured using the current exchange rate, which may result in material foreign exchange gains or losses. Moreover, operating expenses incurred outside the U.S. and denominated in foreign currencies are increasing, particularly in Israel, and are subject to fluctuations due to changes in foreign currency exchange rates. For example, on June 1, 2026, the Israeli shekel reached 2.80 against the US dollar, a near 33-year high. Further, over the full trailing 12 months ending June ended September 30, 2026, the shekel is was up approximately 14% 8% against the dollar. If we are not able to successfully hedge against the risks associated with currency fluctuations, our financial condition and results of operations could be adversely affected. To date, we have entered into hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to continue to enter into hedging transactions in the future, the availability and effectiveness of these hedging transactions may be limited and we may not be able to successfully hedge our exposure, which could adversely affect our financial condition and results of operations.

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Our executive officers, directors, current 5% or greater shareholders (excluding passive institutional investors who hold their shares for investment purposes only and do not seek to influence control), and affiliated entities together beneficially owned approximately 11% 10% of our ordinary shares outstanding as of June September 30, 2026. As a result, these shareholders, acting together, will likely have control over certain matters that require approval by our shareholders, including matters such as the appointment and dismissal of directors, capital increases, amendment to our articles of associations, and approval of certain corporate transactions. Corporate action might be taken even if other shareholders oppose them. This concentration of ownership might also have the effect of delaying or preventing a change of control of us that other shareholders may view as beneficial. It should be noted that we are not aware of any voting agreement or arrangement between our shareholders.

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In October 2023, Hamas militants and members of other terrorist organizations infiltrated crossed Israel's southern border from the Gaza Strip and carried out attacks against both civilian and military targets. Hezbollah militants also launched attacks against civilian and military targets from Israel across Israel's northern border. Since These events began, additional hostilities have involved other parties in the region, including escalated into a broader regional conflict involving, among others, Iran and its proxies, and tensions between the U.S. and Iran have increased. In October 2025, Israel, and Hamas reached a ceasefire agreement, resulting in a cessation of direct conflict between them; On February 28, 2026, Israel and the U.S. launched a large-scale offensive against Iran. Iran has retaliated with sustained attacks across United States. The Middle East and was joined conflict has been characterized by renewed Hezbollah attacks on Israel. On April 8, 2026, a temporary ceasefire agreement was reached, resulting in a cessation periods of military activities. Since then, however, there have been mutual attacks between Iran intensified hostilities, ceasefire arrangements, and renewed attacks. Despite efforts to de-escalate the United States, indicating that conflict, the regional security situation remains volatile and subject to further escalation. The scope, intensity and duration of these conflicts hostilities and their economic implications for the Company and Israel's economy are difficult to predict. These events developments may also have broader macroeconomic consequences, including a deterioration of in Israel's economic standing, (for example, a downgrade and downgrades of Israel's its credit rating, by certain agencies), which could have a material adverse effect on the Company and its ability to conduct its operations effectively.

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The war involving Israel, the U.S., Iran and Hezbollah, and the regional conflict in the Middle East, the war between Russia and Ukraine, and other areas of geopolitical tension around the world continue to impact worldwide economic activity and financial markets. In October 2025, a ceasefire agreement was reached between Israel and Hamas, resulting in a cessation of active hostilities between these parties. On February 28, 2026, Israel and the U.S. launched a large-scale offensive against Iran. Iran has retaliated with sustained attacks across the Middle East and was joined by renewed Hezbollah attacks on Israel. On April 8, 2026, a temporary ceasefire agreement was reached, resulting in a cessation of military activities. However, the ceasefire ended in July 2026 after fighting resumed following attacks in the Strait of Hormuz. Since then, however, there have been mutual attacks between Iran and the United States, indicating that the situation remains volatile. and subject to further escalation. As a result, we could experience disruptions in our business or the business of our partners, customers, or the economy as a whole, any of which could adversely affect and could materially adversely impact our business, results of operations, and overall financial condition in future periods.

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Unregistered sales of stock 11 changes

Issuer Purchases of Equity Securities

Repurchases of our ordinary shares during the quarter ended June 30, 2026 were as follows:

Total Number of Shares Purchased

Average Price Paid per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)

(in thousands, except share and per share data)

April 1, 2026 - April 30, 2026

May 1, 2026 - May 31, 2026

June 1, 2026 - June 30, 2026

(1) On February 26, 2026, our board of directors authorized a share repurchase program of up to $300.0 million. The program became effective in March 2026 and has no expiration date but may be suspended, terminated, or modified at any time. Shares may be repurchased from time to time in the open market or through negotiated transactions at prevailing market rates, or by other means in accordance with U.S. federal securities laws. The timing of the repurchases will depend on certain factors, including market conditions, prices, and management's discretion.

Other information 5 changes

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During the three months ended June September 30, 2026, the following "Rule 10b5-1 trading arrangement" arrangements" as defined in Item 408 of Regulation S-K was were adopted:

On May 29, August 11, 2026 , Ms. Elisa Steele, Mr. Frederic Simon , a member of our Board of Directors , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 4,427 900,000 ordinary shares. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) of the Exchange Act. The trading arrangement terminates on the earlier of the date all transactions are completed under the trading arrangement or June 7, November 30, 2027 .

On August 19, 2026 , Ms. Yvonne Wassenaar , a member of our Board of Directors , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 3,367 ordinary shares. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) of the Exchange Act. The trading arrangement terminates on the earlier of the date all transactions are completed under the trading arrangement or August 19, 2027 .

On September 7, 2026 , Mr. Yossi Sela , a member of our Board of Directors , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 50,000 ordinary shares. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) of the Exchange Act. The trading arrangement terminates on the earlier of the date all transactions are completed under the trading arrangement or November 8, 2027 .

On September 8, 2026 , Ms. Tali Notman, our Chief Revenue Officer , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 296,810 ordinary shares. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) of the Exchange Act. The trading arrangement terminates on the earlier of the date all transactions are completed under the trading arrangement or December 31, 2027 .