What changed in this filing

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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-22 · 98 added, 49 removed, 244 unchanged (38% of the section changed)

14 unchanged sentences

Other Information.

(a) On February 20, 2024, the Company and Ron Yekutiel, the Company’s Chairman, Chief Executive Officer and President, entered into amendments (each, an “Amendment” and collectively, the “Amendments”) to (i) the Employment Agreement, dated as of May 1, 2012, as amended, by and between Kaltura Ltd.

(a) On February 19, 2025, the Company and Ron Yekutiel, the Company’s Chairman, Chief Executive Officer and President, entered into amendments (each, a “Yekutiel Amendment” and collectively, the “Yekutiel Amendments”) to (i) the Employment Agreement, dated as of May 1, 2012, as amended, by and between Kaltura Ltd.

Yekutiel (the “Yekutiel Employment Agreement”), (ii) the Consulting Agreement, dated as of January 1, 2018, as amended, by and between the Company and Mr.

Yekutiel (the “Yekutiel US Consulting Agreement”) and (iii) the Consulting Agreement, dated as of May 1, 2014, as amended, by and between Kaltura Europe Limited and Mr.

Yekutiel (the “Yekutiel UK Consulting Agreement”).

Pursuant to the Amendments, under the Company’s 2024 Executive Compensation Plan, Mr.

Yekutiel will receive up to 326,000 restricted stock units (the “MBO RSUs”) under the Company’s 2021 Incentive Award Plan (the “2021 Plan”), which shall vest in full based upon achievement of 100% of certain performance targets set forth in the 2024 Executive Compensation Plan, and be eligible to earn additional annual “stretch” bonuses of up to $220,500, which shall be paid in cash upon achievement of such performance targets above 100% attainment, subject to and in accordance with the satisfaction of the aforementioned performance targets.

Following the end of the applicable year, the Compensation Committee of the Board of Directors of the Company will evaluate achievement of the performance targets and determine the number of MBO RSUs that will vest, and the amount of annual “stretch” bonuses that will be paid to Mr.

Further, under the 2024 Executive Compensation Plan and the 2021 Plan, Mr.

Yekutiel will be entitled to receive 2,746,000, restricted stock units (the “LTI RSUs”).

The LTI RSUs vest in quarterly installments over a three-year period commencing as of January 1, 2024 with the first quarterly vesting date on March 1, 2024, subject to continued employment through the vesting date.

Yekutiel and (iii) the Consulting Agreement, dated as of May 1, 2014, as amended, by and between Kaltura Europe Limited and Mr.

Pursuant to the Yekutiel Amendments, under the Company’s 2025 Executive Compensation Plan, Mr.

Yekutiel will receive up to $510,000 (out of which an amount of $233,750 shall be paid in NIS based on $1.00/NIS3.7 exchange rate, namely, NIS 864,875) upon achievement of 100% of certain performance targets set forth in the 2025 Executive Compensation Plan, and be eligible to earn additional annual “stretch” bonuses of up to $191,250 (out of which an amount of $63,750 shall be paid in NIS based on $1.00/NIS3.7 exchange rate, namely, NIS 235,875), which shall be paid in cash upon achievement of such performance targets above 100% attainment, subject to and in accordance with the satisfaction of the aforementioned performance targets.

Following the end of the applicable year, the Compensation Committee of the Board of Directors of the Company will evaluate the achievement of the performance targets and determine the amounts of the annual bonuses that will be paid to Mr.

Further, under the 2025 Executive Compensation Plan and the Company’s 2021 Incentive Award Plan (the “2021 Plan”), Mr.

Yekutiel received 2,105,263 restricted stock units (the “LTI RSUs”).

The LTI RSUs vest in quarterly installments over a three-year period commencing as of January 6, 2025, with the first quarterly vesting date on April 1, 2025, subject to continued employment through the vesting date.

In the event of a termination of service of Mr.

1 unchanged sentence

Yekutiel for Good Reason (each as defined in the applicable award agreement) during the twelve (12) month period immediately following a Change in Control (as defined in the 2021 Plan), the LTI RSUs held by him will become vested in full on the date of such termination.

In addition, under the Amendment to the Yekutiel Employment Agreement, effective as of January 1, 2024, Mr.

In addition, under the Yekutiel Amendment to Mr.

Yekutiel Employment Agreement, effective as of January 1, 2025, Mr.

Yekutiel’s annual base salary shall be increased by NIS 172,536 to an aggregate amount of NIS 832,140.

Additionally, the Yekutiel Amendments also apply a revised advance termination notice period set forth in the 2021 Plan.

On February 19, 2025, the Company and John Doherty, the Company’s Chief Financial Officer, entered into an amendment (the “ Doherty Amendment”) to the Employment Agreement, dated as of January 15, 2024, as amended, by and between Kaltura, Inc.

Pursuant to the Doherty Amendment, under the Company’s 2025 Executive Compensation Plan, Mr.

Doherty will receive up to $470,000 upon achievement of 100% of certain performance targets set forth in the 2025 Executive Compensation Plan, and be eligible to earn additional annual “stretch” bonuses of up to $176,250, which shall be paid in cash upon achievement of such performance targets above 100% attainment, subject to and in accordance with the satisfaction of the aforementioned performance targets.

Further, under the 2025 Executive Compensation Plan and the “2021 Plan”, Mr.

Doherty received 526,316 “LTI RSUs”, on January 6, 2025.

The LTI RSUs vest in quarterly installments over a three-year period commencing as of January 1, 2025, with the first quarterly vesting date on April 1, 2025, subject to continued employment through the vesting date.

In the event of a termination of service of Mr.

Doherty without Cause or by Mr.

Doherty for Good Reason (each as defined in the applicable award agreement) during the twelve (12) month period immediately following a Change in Control (as defined in the 2021 Plan), the LTI RSUs held by him will become vested in full on the date of such termination.

On February 19, 2025, the Company and each of Eynav (Navi) Azaria, the Company’s Chief Product Officer, and Natan Israeli, the Company's Chief Customer Officer, entered into amendments (each, an “Amendment” and collectively, the “Amendments”) to (i) the Employment Agreement, dated as of December 22, 2020, as amended, by and between Kaltura Ltd.

Azaria, and (ii) the Employment Agreement, dated as of November 26, 2020, as amended, by and between Kaltura Ltd.

Pursuant to the Amendments, under the Company’s 2025 Executive Compensation Plan, (i) Mr.

Azaria will receive up to $224,000 (which shall be paid in NIS based on $1.00/NIS3.7 exchange rate, namely, NIS 828,800) upon achievement of 100% of certain performance targets set forth in the 2025 Executive Compensation Plan, and be eligible to earn additional annual “stretch” bonuses of up to $84,000 (which shall be paid in NIS based on $1.00/NIS3.7 exchange rate, namely, NIS 310,800), which shall be paid in cash upon achievement of such performance targets above 100% attainment, subject to and in accordance with the satisfaction of the aforementioned performance targets.

Following the end of the applicable year, the Compensation Committee of the Board of Directors of the Company will evaluate achievement of the performance targets and determine the the amounts of the annual bonuses that will be paid to Mr.

Israeli will receive up to $223,000 (which shall be paid in NIS based on $1.00/NIS3.7 exchange rate, namely, NIS 825,100) upon achievement of 100% of certain performance targets set forth in the 2025 Executive Compensation Plan, and be eligible to earn additional annual “stretch” bonuses of up to $84,000 (which shall be paid in NIS based on $1.00/NIS3.7 exchange rate, namely, NIS 310,800), which shall be paid in cash upon achievement of such performance targets above 100% attainment, subject to and in accordance with the satisfaction of the aforementioned performance targets.

Further, under the 2025 Executive Compensation Plan and the “2021 Plan”, each of Mr.

Azaria and Mr.

Israeli received 605,263 “LTI RSUs”, on January 6, 2025.

The LTI RSUs vest in quarterly installments over a three-year period commencing as of January 1, 2025 with the first quarterly vesting date on April 1, 2025, subject to continued employment through the vesting date.

In the event of a termination of service of Mr.

Azaria or Israeli, respectively, without Cause or for Good Reason (each as defined in the applicable award agreement) during the twelve (12) month period immediately following a Change in Control (as defined in the 2021 Plan), the LTI RSUs held by each of them will become vested in full on the date of such termination.

In addition, the Amendments also apply a revised advanced termination notice period set forth in the 2021 Plan.

The foregoing descriptions of the Amendments are not complete and are qualified in their entirety by reference to the full and complete terms contained in the respective Amendment, copies of which are filed as Exhibits 10.20, 10.21 and 10.22 respectively, to this Annual Report on Form 10-K and are incorporated herein by reference.

(b) During the three months ended December 31, 2023, the following directors and officers of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item in Item 408(a) of Regulation S-K :

Director/Sec.

16 Officer Action Date Trading Arrangement Total Shares to be Sold Expiration Date

Rule 10b5-1* Non-Rule 10b5-1**

1,800,000.00 12/31/2024

* Intended to satisfy the affirmative defense of Rule 10b5-1(c)

** Not intended to satisfy the affirmative defense of Rule 10b5-1(c)

(b) During the three months ended December 31, 2024, no directors or officers of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

4 unchanged sentences

52 Chairman, Chief Executive Officer, President and Director

Yaron Garmazi

59 Chief Financial Officer

50 Chief Revenue Officer

51 Chief Product and Engineering Officer

Natan Israeli

9 unchanged sentences

He received a Master of Business Administration with honors from the Wharton School of the University of Pennsylvania in 2005.

Yekutiel has been named one of “100 most intriguing entrepreneurs” by Goldman Sachs, and one of the “top 25 visionaries, innovators, and producers” by the Producers Guild of America.

He was also featured as one of eight “top web innovators” in Esquire magazine.

Yekutiel has served an advisor to numerous startup companies, including as a mentor in the Microsoft and Oracle accelerator programs.

Yekutiel was selected to serve on our board of directors because of the perspective and experience he provides as our co-founder and Chief Executive Officer, as well as his extensive experience with technology companies.

Yaron Garmazi has served as our Chief Financial Officer since May 2017.

Prior to joining Kaltura, Mr.

Garmazi served as the Chief Executive Officer of Milestone Sport Ltd., a sports technology company, from 2016 to 2017, and as the Chief Financial Officer of Kontera, an online advertising company, from 2007 to 2011.

He is a Certified Public Accountant (ISR) and received a Bachelor of Arts in Accounting and Business Management from the Tel Aviv College of Management in 1993.

Garmazi shall cease serving as Chief Financial Officer and an Executive Officer from February 29, 2024.

Eynav Azaria has served as our Chief Revenue Officer since August 2022 and as an executive officer since January 2024.

John Doherty has served as our Chief Financial Officer since March 2024.

Prior to that, Mr.

Doherty served as Chief Financial Officer and Chief Operating Officer for Magic Leap, Inc., an augmented reality technology company, from 2020 to 2024, and as Chief Financial Officer of InterXion Holding N.V., a data center services provider, from 2018 to 2020.

In addition, Mr.

Doherty held a variety of financial roles at Verizon Communications Inc., over a 30-year period, most recently serving as Senior Vice President of Corporate Development and President and Chief Investment Officer of Verizon Ventures from 2013 to 2018, where he helped steer significant strategic transactions and corporate restructurings.

Doherty currently also serves on the Board of Directors of Guam-based Pacific Telecom.

Doherty holds a degree in economics from Stonybrook University and has attended the MBA program at Baruch College as well as Wharton’s Executive Education program in Finance and Strategic Planning.

The Deal named him The Most Admired Corporate Deal Maker in Telecommunications in 2013, 2014, and 2016.

Institutional Investor ranked Mr.

Doherty as the top IR executive across the telecommunications industry in 2011 and 2012.

Eynav Azaria served as our Chief Revenue Officer from August 2022 until June 2024 and has been serving as our Chief Product and Engineering Officer since July 1, 2024.

He has also been an executive officer since January 2024.

He is known as a thought leader in the areas of digital transformation, AI, and analytics, and has advised companies on using data and insights to drive success.

Prior to joining Kaltura, Mr.

Azaria served as Chief Executive Officer of Panorama Software Inc., a business intelligence software company, from 2004 to 2020.

2 unchanged sentences

Azaria also served as the CEO of the International Center for Peace in the Middle East.

Azaria is a member of the board of trustees of the Afeka Engineering College in Israel.

Azaria is a member of the board of trustees of the Afeka Engineering College in Israel and serves as an advisory board member of the Israeli Export Institute.

Natan Israeli has served as our Chief Customer Officer since November 2020 and as an executive officer since January 2024.

2 unchanged sentences

Enterprise Ltd., that was active in the Israeli energy and infrastructure industries.

His responsibilities included identifying potential clients and projects, managing negotiations, finding and recruiting partners and leading and consulting on business development, and strategy for the implementation of advanced technologies.

Prior to that Mr.

2 unchanged sentences

Prior to that ,Mr.

Israeli has hed various senior positions, including the IAF's CIO and head of its information systems from 2012 to 2014.

Israeli held various other senior positions with the IAF, including the IAF's CIO and head of its information systems from 2012 to 2014.

Non-Employee Directors

13 unchanged sentences

Ronen Faier has served on our board of directors since July 2021.

Faier has served as the Chief Financial Officer of SolarEdge Technologies, Inc., an energy management company, since January 2011.

Additionally, Mr.

Faier has served as a director of Monday.com since 2021 and a director of Cato Networks since February 2023.

Faier has also served as a director of Monday.com (NASDAQ:

MNDY) since 2021 and a director of Cato Networks since February 2023.

Faier served as the Interim CEO of SolarEdge Technologies, Inc., an energy management company from August 2024 through December 2024 and as their Chief Financial Officer from January 2011 through June 2024.

Prior to his role at SolarEdge, Mr.

Faier has served in various executive positions at publicly traded technology companies such as SanDisk Corporation, a semiconductor manufacturing company, Msystems Ltd., a semiconductor memory devices manufacturing company and VocalTec Communications, Inc., a telecom equipment provider.

Faier served in various executive positions at publicly traded technology companies such as SanDisk Corporation, a semiconductor manufacturing company, Msystems Ltd., a semiconductor memory devices manufacturing company and VocalTec Communications, Inc., a telecom equipment provider.

Faier is a Certified Public Accountant in Israel.

He received a Master’s of Business Administration with honors from Tel Aviv University in 2000 and a Bachelor of Arts in Accounting and Economics from the Hebrew University of Jerusalem in 1996.

Faier holds a CPA (Israel) license.

Faier was selected to serve on our board of directors because of his extensive financial and public company experience.

Naama Halevi Davidov has served on our board of directors since July 2021.

Halevi Davidov has been the Chief Financial Officer of XM Cyber Ltd., a global cybersecurity company, since May 2022.

Halevi Davidov has served as a member of the board of directors of Kornit Digital Ltd.

KRNT) since August 2023.

Halevi Davidov is currently the Chief Financial Officer of a cybersecurity company in stealth mode.

Additionally, Dr.

Halevi Davidov served from May 2022 through August 2024 as the Chief Financial Officer of XM Cyber Ltd., a global cybersecurity company.

Prior to this role, Dr.

2 unchanged sentences

and Healthy.IO.

Halevi Davidov is also serving as a member of the board of directors of Kornit Digital Ltd.

(NASDAQ KRNT) since August 2023 and Acteils Networks (NASDAQ ASNS) since May 2022.

Halevi Davidov served as our Chief Financial Officer from November 2012 to August 2017.

Halevi Davidov has also served on the board of our subsidiary, Kaltura Asia Pte Ltd.

Halevi Davidov also serves on the board of our subsidiary, Kaltura Asia Pte Ltd.

since February 2015.

12 unchanged sentences

Manor graduated from Tel Aviv University in 1994.

Manor was selected to serve on our board of directors because of his vast experience \ building successful SaaS products and innovative platform technologies.

Manor was selected to serve on our board of directors because of his vast experience in building successful SaaS products and innovative platform technologies.

Family Relationships

39 unchanged sentences

10-K 001-40644 4.4 2/25/2022

Rights Agreement, dated as of August 7, 2022, between Kaltura, Inc.

and American Stock Transfer & Trust Company, LLC

8-K 001-40644 4.1 8/8/2022

Credit Agreement, dated as of January 14, 2021, by and among Kaltura, Inc., the several banks and other financial institutions or entities from time to time party thereto, Silicon Valley Bank, as the Issuing Lender and the Swingline Lender, and SVB, as Administrative Agent.

9 unchanged sentences

(the “Borrower”), the subsidiaries of the Borrower party thereto, the several banks and other financial institutions or entities party thereto, and Silicon Valley Bank, as the Administrative Agent, the Issuing Lender and the Swingline Lender.

001-40644 10.1

10-Q 001-40644 10.1 11/08/2023

Fourth Amendment to Credit Agreement, dated as of May 23, 2023, by and among Kaltura, Inc.

(the “Borrower”), the subsidiaries of the Borrower party thereto, the several banks and other financial institutions or entities party thereto, and Silicon Valley Bank, a Division of First-Citizens Bank & Trust Company, as the Administrative Agent, the Issuing Lender and the Swingline Lender.

001-40644 10.2

10-Q 001-40644 10.2 11/08/2023

Fifth Amendment to Credit Agreement, dated as of December 21, 2023, by and among Kaltura, Inc.

001-40644 10.1

8-K 001-40644 10.1 12/27/2023

Sixth Amendment to Credit Agreement, dated as of July 22, 2024, the subsidiaries of the Borrower party thereto, the several banks and other financial institutions or entities party thereto, and Silicon Valley Bank, as the Administrative Agent, the Issuing Lender and the Swingline Lender.

10-Q 001-40644 4.3 08/08/2024

Guarantee and Collateral Agreement, dated as of January 14, 2021, by and among Kaltura, Inc., the other Grantors referred to therein, and Silicon Valley Bank, as administrative agent.

31 unchanged sentences

Amendment to Employment Agreement, dated as of February 20, 2024, by and between Kaltura Ltd and Ron Yekutiel

10-K 001-40644 10.20 02/22/24

Amendment to Consulting Agreement, dated as of February 20, 2024, by and between Kaltura Inc and Ron Yekutiel

10-K 001-40644 10.21 02/22/24

Amendment to Consulting Agreement, dated as of February 20, 2024, by and between Kaltura Europe Limited and Ron Yekutiel

10-K 001-40644 10.22 02/22/24

Amendment to Employment Agreement, dated as of February 19 , 2025, by and between Kaltura Ltd and Ron Yekutiel

Amendment to Consulting Agreement, dated as of February 19 , 2025, by and between Kaltura Inc and Ron Yekutiel

Amendment to Consulting Agreement, dated as of February 19 , 2025, by and between Kaltura Europe Limited and Ron Yekutiel

Letter of Agreement with Yaron Garmazi, dated January 14, 2024.

1 unchanged sentence

Incentive Award Cancellation Agreement with Yaron Garmazi, dated February 13, 2024

Letter of Agreement with Michal T s ur dated January 1 4 , 2024.

10-K 001-40644 10.24 02/22/24

Letter of Agreement with Michal Tsur dated January 14, 2024.

10-K 001-40644 10.25 02/22/24

Incentive Award Cancellation Agreement with Michal Tsur dated February 13, 2024

10-K 001-40644 10.26 02/22/24

Employment Agreement, dated as of December 22, 2020, by and between Kaltura Ltd.

and Eynav Azaria, as amended.

10-K 001-40644 10.27 02/22/24

Amendment to Employment Agreement, dated as of February 19 , 2025, by and between Kaltura Ltd.

and Eynav Azaria.

Employment Agreement, dated as of November 26, 2020, by and between Kaltura Ltd.

and Natan Israeli as amended.

10-K 001-40644 10.28 02/22/24

Amendment to Employment Agreement, dated as of February 19 , 2025, by and between Kaltura Ltd.

and Natan Israeli.

Offer Letter for John Doherty, dated January 15, 2024.

Amendment to Offer Letter for John Doherty, dated February 19 , 2025.

Kaltura, Inc.

8 unchanged sentences

S-1/A 333-253699 10.18 3/23/2021

I nsider Trading Compliance Policy

List of Subsidiaries of Kaltura, Inc.

10-K 001-40644 21.1

Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, Independent Registered Public Accounting Firm.

5 unchanged sentences

Section 1350.

Policy Relating to Recovery of Erroneously Awarded Compensation

Policy For Recovery of Erroneously Awarded Compensation

10-K 001-40644 97.1 02/22/2024

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document *

8 unchanged sentences

† Indicates management contract or compensatory plan.

# The annex has been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The registrant undertakes to furnish a supplemental copy of the annex to the SEC upon request.

# Certain schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

Theregistrant undertakes to furnish supplemental copies of any of the omitted schedules (or similar attachments) to the SEC upon request.

Form 10-K Summary

10 unchanged sentences

Ron Yekutiel (principal executive officer)

/s/ Yaron Garmazi

/s/ John Doherty

Chief Financial Officer February 20, 2025

Yaron Garmazi (principal financial officer and principal accounting officer)

John Doherty (principal financial officer and principal accounting officer)

/s/ Richard Levandov

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures