What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-16 compared with 2025-02-20 · 258 added, 127 removed, 1056 unchanged (27% of the section changed)

34 unchanged sentences

Tel-Aviv, Israel

February 20, 2025

March 16, 2026

KALTURA, INC.

102 unchanged sentences

Number Amount Number Amount

— — — — — — — —

Balance as of December 31, 2022 134,564,429 $ 13 7,685,190 $ ( 4,881 ) $ 439,644 $ ( 301 ) $ ( 391,129 ) $ 43,346

2 unchanged sentences

Issuance of common stock upon exercise of stock options, and release of restricted stock units 8,024,488 1 — — 1,235 — — 1,236

Exercise of warrants to common stock 613,255 — — — — — — —

Other comprehensive loss — — — — — 1,348 — 1,348

Net loss — — — — — — ( 46,366 ) ( 46,366 )

— — — — — — — —

Balance of December 31, 2023 142,588,917 $ 14 7,685,190 $ ( 4,881 ) $ 471,635 $ 1,047 $ ( 437,495 ) $ 30,320

— — — — — — — —

Stock-based compensation expenses — — — — 26,632 — — 26,632

Repurchase of common stock ( 2,238,569 ) — 2,238,569 ( 2,920 ) — — — ( 2,920 )

Issuance of common stock upon exercise of stock options, and release of restricted stock units 11,706,800 1 — — 1,757 — — 1,758

Other comprehensive income

Other comprehensive loss

— — — — — ( 88 ) — ( 88 )

Net loss — — — — — — ( 31,315 ) ( 31,315 )

— — — — — — — —

Balance as of December 31, 2024 152,057,148 $ 15 9,923,759 $ ( 7,801 ) $ 500,024 $ 959 $ ( 468,810 ) $ 24,387

— — — — — — — —

Stock-based compensation expenses — — — — 16,167 — — 16,167

Cash settlement of equity classified share based payment awards — — — — ( 3,089 ) — — ( 3,089 )

Repurchase of common stock ( 19,087,579 ) — 19,087,579 ( 26,205 ) — — — ( 26,205 )

Issuance of common stock upon exercise of stock options, and release of restricted stock units 10,095,324 3 — — 3,030 — — 3,033

Other comprehensive loss

Shares issued related to eSelf acquisition, net of issuance costs 4,690,025 — — — 2,311 — — 2,311

Other comprehensive income

— — — — — 1,800 — 1,800

Net loss — — — — — — ( 12,072 ) ( 12,072 )

— — — — — — — —

Balance as of December 31, 2025 147,754,918 $ 18 29,011,338 $ ( 34,006 ) $ 518,443 $ 2,759 $ ( 480,882 ) $ 6,332

13 unchanged sentences

Non-cash interest income, net ( 349 ) ( 1,219 ) ( 1,023 )

Loss on sale of property and equipment — — 185

Losses (Gain) on foreign exchange ( 90 ) ( 728 ) 1,424

Gain on foreign exchange ( 522 ) ( 90 ) ( 728 )

Changes in operating assets and liabilities:

Decrease (Increase) in trade receivables 3,334 5,475 ( 11,277 )

Decrease in trade receivables 3,620 3,334 5,475

Decrease (Increase) in prepaid expenses and other current assets and other assets, noncurrent ( 2,841 ) ( 949 ) 648

1 unchanged sentence

Increase (Decrease) in trade payables 706 ( 534 ) ( 5,884 )

Increase (decrease) in accrued expenses and other current liabilities 5,376 797 ( 1,937 )

Increase in accrued expenses and other current liabilities 1,145 5,376 797

Increase (Decrease) in employees and payroll accruals ( 682 ) 2,748 ( 2,233 )

Increase (Decrease) in other liabilities, noncurrent ( 2,366 ) ( 14 ) 443

Increase in deferred revenue 458 1,626 7,465

Increase (Decrease) in deferred revenue ( 757 ) 458 1,626

Operating lease right-of-use assets and lease liabilities, net 1,530 ( 840 ) ( 863 )

4 unchanged sentences

Purchases of property and equipment ( 661 ) ( 521 ) ( 2,607 )

Payments for businesses acquired, net of acquired cash ( 7,147 ) — —

Capitalized internal-use software development costs — — ( 1,493 )

Investment in restricted bank deposit — — ( 1,751 )

Net cash used in investing activities ( 12,414 ) ( 1,583 ) ( 49,757 )

Net cash provided by (used in) investing activities 9,050 ( 12,414 ) ( 1,583 )

Cash flows from financing activities:

1 unchanged sentence

Repayment of long-term loans ( 3,500 ) ( 2,187 ) ( 4,500 )

Principal payments on finance leases — — ( 136 )

Proceeds from exercise of stock options 3,113 1,620 1,383

Cash settlement of equity classified share-based payment awards ( 3,089 ) — —

Payment of debt issuance costs — ( 17 ) ( 274 )

6 unchanged sentences

Cash, cash equivalents and restricted cash at the end of the year $ 27,621 $ 33,159 $ 36,784

The accompanying notes are an integral part of the consolidated financial statements

The accompanying otes are an integral part of the consolidated financial statements

KALTURA, INC.

6 unchanged sentences

Purchase of property, equipment, internal-use software, and intangible asset in credit $ 81 $ 213 $ 43

Lease liabilities arising from right-of-use assets $ — $ — $ 23,712

Capitalized stock-based compensation cost $ — $ 645 $ 845

Issuance of common shares and warrants with respect to the business combination $ 2,311 $ — $ —

Pending proceeds from option exercises $ 136 $ 217 $ 79

15 unchanged sentences

The Company’s business operations are allocated between two main segments, Enterprise, Education, and Technology (“EE&T”) and Media and Telecom (“M&T”).

The Company has developed a platform for video creation, management, and collaboration.

The Company's platform enables companies, educational institutions, and other organizations to cost-effectively launch advanced online video experiences, including for Over-the-top (“OTT”) Television, Cloud TV, web video publishing, video-based teaching, learning, and training, video-based marketing, and video-based collaboration.

The Company is a provider of video and rich media offerings for enterprises, with a mission to power rich, agentic digital experiences across organizational journeys for customers, employees, learners, and audiences.

The Company’s cloud-based rich media platform is designed to help organizations create, manage, and deliver rich media experiences at scale across customer-facing, employee-facing, learner-facing, and audience-facing use cases.

The Company’s core offerings consist of various Software-as-a-Service (“SaaS”) products and solutions and a Platform-as-a-Service (“PaaS”).

57 unchanged sentences

Office furniture and equipment

Leasehold improvements Over the shorter of the related lease period or the life of the asset

Leasehold improvements

Over the shorter of the related lease period or the life of the asset

Impairment of Long-Lived Assets

8 unchanged sentences

Intangible Assets, net

Intangible assets consist primarily of customer relationships, technology and trade name.

Intangible assets consist primarily of customer relationships and technology.

The intangible assets are amortized over their estimated useful lives in proportion to the economic benefits realized.

Intangible assets consist primarily of customer relationships, technology, and trade name.

Intangible assets consist primarily of customer relationships and technology.

Amortization for the intangible assets was recognized over the following periods:

9 unchanged sentences

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date.

The Company combines its lease payments and fixed payments for non-lease components and account for them together as a single lease component.

The Company elected the practical expedient to not separate lease and non-lease components for its lease.

Operating lease ROU assets also include any prepaid lease payments and lease incentives.

8 unchanged sentences

Operating lease expense is recognized on a straight-line basis over the lease term.

S everance Pay

Severance Pay

The majority of Kaltura Israel's agreements with its employees in Israel are in accordance with section 14 of the Israeli Severance Pay Law.

62 unchanged sentences

A customer obtains control of a good or service if it has the ability to direct the use of and obtain substantially all of the remaining benefits from the good or service.

Revenue from SaaS and PaaS subscriptions is recognized ratably over the time of the subscription, beginning from the date in which the customer is granted access to the subscription.

Revenue from SaaS and PaaS subscriptions is recognized ratably over the time of the subscription,because the company transfers control evenly over the contractual period, beginning from the date in which the customer is granted access to the subscription.

Revenue from the sale of a term license in On-Prem deals is recognized at a point in time in which the license is delivered to the customer.

30 unchanged sentences

If the net book value is not expected to be fully recoverable, internal-use software would be impaired to its fair value.

During the year ended December 31, 2024 the Company did not capitalize software development costs.

During the years ended December 31, 2023 and 2022, the Company capitalized $ 1,660 and $ 5,115 of software development costs, respectively.

During the year ended December 31, 2025 and December 31, 2024 the Company did not capitalize software development costs.

During the year ended December 31, 2023, the Company capitalized $ 1,660 of software development costs.

No impairment was recorded for the years ended December 31, 2025, 2024 and 2023.

67 unchanged sentences

Customer A (Media and Telecom)

*) Represents an amount that is lower than 10% of the Company’s total revenue.

10.73 % 10.22 %

Fair Value of Financial Instruments

21 unchanged sentences

Recently Adopted Pronouncements

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted this guidance during the year ended December 31, 2024.

See Note 13 Reportable Segments and Geographical Information in the accompanying notes to the consolidated financial statements for further detail.

Recent Accounting Guidance Not Yet Adopted

In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes - Improvements to Income Tax Disclosures” requiring enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid.

This ASU is effective for fiscal years beginning after December 15, 2024 on a prospective basis and retrospective application is permitted.

The Company is currently evaluating the impact of the adoption of this standard.

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures”, which requires disclosure, on an annual and interim basis, of disaggregated information about certain income statement expense line items.

The Company adopted this guidance prospectively in the year ended December 31, 2025.

See Note 12 Income taxes in the accompanying notes to the consolidated financial statements for further detail.

Recent Accounting Guidance Not Yet Adopted

In November 2024, the Financial Accounting Standards Board issued ASU 2024-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures”, which requires disclosure, on an annual and interim basis, of disaggregated information about certain income statement expense line items.

The ASU does not change the expense captions presented on the face of the income statement;

2 unchanged sentences

The Company is currently evaluating the impact of adopting this standard.

In July 2025, the Financial Accounting Standards Board issued ASU 2025-05, "Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets".

The standard amends ASC 326-20 to provide a practical expedient (for all entities) and an accounting policy election (for all entities, other than public business entities that elect the practical expedient) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606.

The standard should be applied prospectively, and is effective for annual periods, including interim reporting periods, beginning after December 15, 2025, with early adoption permitted.

The Company is currently evaluating the impact of the adoption of this standard.

In September 2025, the Financial Accounting Standards Board issued ASU 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software" (“ASU 2025-06”), to modernize the accounting guidance for the costs to develop software for internal use.

The standard applies to costs incurred to develop or obtain software for internal use.

KALTURA, INC.

2 unchanged sentences

dollars in thousands (except share and per share data)

ASU 2025-06 amends the existing standard that refers to various stages of a software development project to align better with current software development methods, such as agile programming.

Under the new standard, entities will commence capitalizing eligible costs when (i) management has authorized and committed to funding the software project, and (ii) it is probable that the project will be completed and the software will be used to perform the function intended.

The new standard also supersedes the guidance related to costs incurred to develop a website.

ASU 2025-06 guidance is effective for annual periods beginning after December 15, 2027.

The guidance can be applied on a prospective basis, a modified basis for in-process projects or on a retrospective basis.

The Company is currently evaluating the impact of the adoption of this standard.

ASU 2025-09 derivatives and hedging - “In November 2025, the FASB issued ASU 2025-09 to amend the guidance in Derivatives and Hedging (Topic 815).

The update provides targeted improvements intended to enhance the application of hedge accounting, including expanded eligibility of forecasted transactions, additional flexibility in measuring hedge effectiveness, and clarifications related to hedging non-financial items.

The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years.

The Company is currently evaluating the impact on its financial statement disclosures.

ASU 2025-11 interim reporting - “In December 2025, the FASB issued ASU 2025-11 to amend the guidance in Interim Reporting (Topic 270).

The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period.

The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application.

The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years.

The Company is currently evaluating the impact on its consolidated financial statement disclosures.

ASU 2025-12 codification improvements - “In December 2025, the FASB issued ASU 2025-12 Codification Improvements to address suggestions received from stakeholders on the Accounting Standards Codification and to make other incremental improvements to U.S.

The update represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements.

The amendments make the Codification easier to understand and apply.

The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years.

The Company is currently evaluating the impact on its consolidated financial statement

KALTURA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share and per share data)

BUSINESS COMBINATIONS

On December 1, 2025, the Company acquired 100 % of the outstanding shares of eSelf.AI Ltd.

(“eSelf ”), an artificial intelligence technology company that develops a platform for creating and deploying interactive, AI-powered virtual humans capable of engaging users in real-time natural language conversations across multiple digital channels.

eSelf’s acquisition is intended to support the Company’s strategy to further expand its suite of AI-driven solutions and access to the application development market.

The total purchase consideration for the acquisition of eSelf was $ 16,392 , consisting of an initial cash payment of $ 7,588 (“cash consideration”), contingent consideration related to the earnout arrangement described below, with a preliminary acquisition-date fair value of $ 6,493 and 1,572,203 shares of the Company's common stock with an aggregate value of $ 2,311 (“equity consideration”).

The equity consideration was placed in escrow and will be released ratably over a three-year period commencing one year from the acquisition date, to secure certain indemnification obligations.

The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations (“ASC 805”).

Under the purchase agreement, the former shareholders of eSelf are entitled to contingent earnout payments based on the Company’s achievement of certain revenue metrics for 2026–2028.

If all targets are achieved ( 100 %), the payments would total $ 12,500 .

The earnout is recorded as a liability-classified contingent consideration and included in the purchase price.

It was initially recognized at preliminary fair value and will be remeasured at fair value on a recurring basis.

In connection with the acquisition, the Company is also obligated to grant equity awards to the Founders and employees of eSelf with a total value of $ 4,583 , consisting of restricted stock units (“RSUs”).

These awards relate to post-combination services and will be recognized as stock-based compensation expense over a three-year vesting period.

The following table summarizes the preliminary purchase price allocation of the fair values of the assets acquired and liabilities assumed at the acquisition date:

KALTURA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share and per share data)

Cash and cash equivalents $ 441

Other current assets 84

Fixed assets, net 23

Intangible assets 2,109

Goodwill 14,348

Total Assets 17,005

Accrued expenses and other current liabilities 588

Accounts payable 8

Deferred revenues 17

Total Liabilities 613

Cash consideration 7,588

Contingent consideration 6,493

Equity consideration 2,311

Total purchase consideration $ 16,392

The identified intangible assets acquired consist of technology, with preliminary acquisition-date fair values of $ 2,109 .

The Company utilized an income-based approach to determine the preliminary fair value of these assets.

As of the acquisition date, the estimated useful lives are 5 years.

The goodwill, which is not deductible for tax purposes, generated from the acquisition of eSelf is primarily attributable to the anticipated synergies between the Company’s and eSelf’s products and services, and the assembled workforce acquired.

Transaction costs incurred in connection with the acquisition during the year ended December 31 ,2025 totaled $ 340 and were recorded within general and administrative expenses in the consolidated statement of operations.

Pro forma results for this acquisition were not presented as the effects were not material to the Company's financial results.

KALTURA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share and per share data)

REVENUES FROM CONTRACTS WITH CUSTOMERS

65 unchanged sentences

Agency bonds 1,135 2 — 1,137

Municipal bonds 236 1 — 237

$ 24,321 $ 37 $ — $ 24,358

2 unchanged sentences

Treasury 2,026 3 — 2,029

Agency bonds 507 — — 507

$ 10,857 $ 26 $ — $ 10,883

12 unchanged sentences

As of December 31, 2025 and December 31, 2024 the Company did not record an allowance for credit losses for its available-for-sale marketable debt securities and all of the gross unrealized losses of the Company's marketable securities have been in a continuous loss position for less than 12 months.

There were no gains or losses from available-for-sale marketable securities that were reclassified out of accumulated other comprehensive loss during the periods presented.

During the year ended December 31, 2025, losses of $ 2 from available-for-sale marketable securities were reclassified out of accumulated other comprehensive loss.

KALTURA, INC.

16 unchanged sentences

Agency bonds Level 2 $ 1,137 $ 2,069

Municipal bonds Level 2 $ 237 $ —

Long-term marketable securities:

1 unchanged sentence

Treasury Level 2 $ 2,029 $ 956

Agency bonds Level 2 $ 507 $ —

Prepaid expenses and other current assets:

5 unchanged sentences

Options and forward contracts designated as hedging instruments Level 2 $ — $ 24

Contingent consideration Level 3 $ 6,493 $ —

KALTURA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share and per share data)

Under the eSelf purchase agreement, the former shareholders of eSelf are entitled to contingent earnout payments based on the Company’s achievement of certain revenue metrics for 2026 –2028.

If all targets are achieved ( 100 %), the payments would total $ 12,500 .

We recorded $ 6,493 as the initial fair value of contingent earn-out consideration.

The fair value was estimated using a Monte-Carlo simulation model, which included significant unobservable Level 3 inputs, such as projected revenue over the earn-out period along with estimates for market volatility and the discount rate applicable to potential cash payouts.

DERIVATIVES AND HEDGING

3 unchanged sentences

The Company does not use derivative instruments for trading or speculative purposes.

KALTURA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share and per share data)

Notional Amount of Foreign Currency Contracts

The Company had outstanding contracts designated as hedging instruments in the aggregate notional amount of $ 35,718 , $ 15,093 as of December 31, 2024 and December 31, 2023, respectively.

The Company had outstanding contracts designated as hedging instruments in the aggregate notional amount of $ 15,864 and $ 35,718 as of December 31, 2025 and December 31, 2024, respectively.

The fair value of the Company’s outstanding contracts amounted to an asset of $ 2,697 and $ 960 as of December 31, 2025 and December 31, 2024, respectively and a liability of $ 24 as of December 31, 2024.

These assets and liabilities were recorded under prepaid expenses and other current assets and accrued expenses and other current liabilities.

These assets and liability were recorded under prepaid expenses and other current assets and accrued expenses and other current liabilities.

Gains of $ 3,799 and $ 832 and losses of $ 2,273 was reclassified from accumulated other comprehensive income (loss) during the year ended December 31, 2025, 2024 and 2023, respectively.

These gains and losses were reclassified from accumulated other comprehensive income when the related expenses were incurred.

Effect of Foreign Currency Contracts on the Consolidated Statements of Operations

7 unchanged sentences

Restructuring ( 48 ) — 28

Financial expense (income), net ( 56 ) — 32

Total $ ( 3,799 ) $ ( 832 ) $ 2,273

Gain of $ 832 and Losses of $ 2,241 and $ 1,418 was reclassified from accumulated other comprehensive income (loss) during the year ended December 31, 2024, 2023 and 2022, respectively.

Such losses was reclassified from accumulated other comprehensive income (loss) when the related expenses were incurred.

KALTURA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share and per share data)

The Company leases its office facilities under agreements that expire at various dates through July 2032.

8 unchanged sentences

Cash paid for operating leases $ 4,196 $ 3,906 $ 3,353

KALTURA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share and per share data)

As of December 31, 2024, the weighted-average discount rate is 4.6 % and the weighted-average remaining term is 7.2 years.

As of December 31, 2025, and December 31, 2024, the weighted-average discount rates were 4.5 % and 4.6 %, respectively.

Maturities of the Company’s operating lease liabilities as of December 31, 2025 were as follows:

4 unchanged sentences

Total operating lease liabilities $ 17,299

COMMITMENTS AND CONTINGENCIES Commitments

KALTURA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share and per share data)

COMMITMENTS AND CONTINGENCIES

The Company has entered into various non-cancelable agreements with third-party providers for use of mainly cloud and other services, under which it committed to minimum and fixed purchases through the year ending December 31, 2027.

2 unchanged sentences

Total purchase commitment

During the year ended December 31, 2024, the Company had accelerated expenses in the amount of $ 1,312 related to its minimum commitment with one of its cloud hosting service due to the Company's decision not to utilize the provider's cloud service.

Such expenses were recorded under general and administrative expenses in the consolidated statement of operations.

The Company is occasionally a party to claims or litigation in the normal course of the business.

3 unchanged sentences

Prepaid expenses and other current assets consisted of the following:

KALTURA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share and per share data)

Prepaid expenses $ 6,149 $ 4,085

3 unchanged sentences

$ 13,938 $ 9,481

KALTURA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share and per share data)

Property and Equipment, net

8 unchanged sentences

Depreciation expenses for the years ended December 31, 2025, 2024 and 2023 were $ 4,319 , $ 4,586 and $ 4,162 , respectively.

In 2024, the Company disposed of fully depreciated fixed assets totaling $ 3,050 .

Other assets, noncurrent

4 unchanged sentences

$ 3,501 $ 2,983

KALTURA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share and per share data)

Accrued expenses and other current liabilities

4 unchanged sentences

$ 15,592 $ 14,262

KALTURA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share and per share data)

Other liabilities, noncurrent

1 unchanged sentence

Deferred tax 507 463

Contingent consideration 6,493 —

Other 2,174 1,710

26 unchanged sentences

The estimated future amortization expense of intangible assets as of December 31, 2025, is as follows:

Goodwill was $ 11,070 at December 31, 2024 and December 31, 2023 with $ 9,381 allocated to the M&T segment and $ 1,689 to the EE&T segment.

There were no changes in the carrying amount of goodwill for the year ended December 31, 2024.

The Company's subsidiaries are separately taxed under the domestic tax laws of the jurisdiction of incorporation of each entity.

Loss (income) before taxes on income is comprised as follows:

Year ended December 31,

Changes in the carrying amount of goodwill:

Enterprise, Education and Technology Media and Telecom Total

Balance as of December 31, 2024 $ 1,689 $ 9,381 $ 11,070

Goodwill acquired 14,348 — 14,348

Balance as of December 31, 2025 $ 16,037 $ 9,381 $ 25,418

KALTURA, INC.

2 unchanged sentences

dollars in thousands (except share and per share data)

The Company's subsidiaries are separately taxed under the domestic tax laws of the jurisdiction of incorporation of each entity.

Loss (income) before taxes on income is comprised as follows:

Year Ended December 31,

17 unchanged sentences

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

As of December 31, 2024 and 2023, the Company has provided a full valuation allowance in respect of deferred tax assets.

As of December 31, 2025 and 2024, the Company has maintained a full valuation allowance on its net deferred tax assets.

Management currently believes that it is more likely than not that the deferred tax regarding the tax loss carry forwards and other temporary differences will not be realized in the foreseeable future in the U.S.

Significant components of the Company's deferred tax assets are as follows:

KALTURA, INC.

2 unchanged sentences

dollars in thousands (except share and per share data)

Significant components of the Company's deferred tax assets are as follows:

Deferred tax assets:

6 unchanged sentences

Stock based compensation 11,024 9,357

Intercompany payable — 5,498

Unrealized FX gain/(loss) 568 —

Other assets 72 70

22 unchanged sentences

However, any future changes of ownership could impact the Company’s ability to utilize NOLs.

A reconciliation of the Company's theoretical income tax expense to actual income tax expense is as follows:

KALTURA, INC.

2 unchanged sentences

dollars in thousands (except share and per share data)

A reconciliation of the Company's theoretical income tax expense to actual income tax expense is as follows:

Year Ended December 31,

Loss before tax as reported at the consolidated statement of operations $ 9,010

Statutory tax rate 21 %

Theoretical tax benefit $ ( 1,892 ) 21 %

State and local income tax, net of federal benefit (1)

229 ( 2.54 ) %

Foreign tax effects:

Statutory tax rate diﬀerence between Israel and United States ( 557 ) 6.18 %

Nontaxable or nondeductible items ( 748 ) 8.30 %

Other 201 ( 2.20 ) %

Change in valuation allowance ( 1,616 ) 17.94 %

Other foreign jurisdictions ( 122 ) 1.35 %

Effect of cross-border tax laws:

Global intangible low-taxed income 5,890 ( 65.37 ) %

Subpart F 161 ( 1.79 ) %

Change in valuation allowance ( 733 ) 8.14 %

Nontaxable or nondeductible items:

Dividend received deduction ( 985 ) 10.93 %

Officer compensation 384 ( 4.26 ) %

Other 178 ( 1.98 ) %

Changes in unrecognized tax benefits 3,373 ( 37.44 ) %

Other adjustment ( 701 ) 7.78 %

Total tax expenses $ 3,062 ( 33.99 ) %

(1) The states that contribute to the majority (greater than 50%) of the tax effect in this category include Minnesota, Connecticut and Texas for 2025.

KALTURA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share and per share data)

Loss before tax as reported at the consolidated statement of operations $ 23,665 $ 37,455

11 unchanged sentences

Total tax expenses $ 7,650 $ 8,911

The following is a supplemental schedule of cash paid for income taxes:

Year Ended December 31,

Cash paid during the period for income taxes, net of refunds:

Other Foreign 147

Income taxes, net of amounts refunded $ 1,950

The only jurisdiction with cash taxes paid that equaled or exceeded 5% of total income taxes paid was Israel.

KALTURA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share and per share data)

On December 22, 2017, the U.S.

enacted the Tax Cuts and Jobs Act, a comprehensive tax law that included significant changes to the taxation of business entities.

enacted the Tax Cuts and Jobs Act, a comprehensive tax law that includes significant changes to the taxation of business entities.

These changes include several key tax provisions, among others:

4 unchanged sentences

income tax base) and (iv) a one-time deemed repatriation tax on accumulated offshore earnings held in cash and illiquid assets, with the latter taxed at a lower rate.

In addition, beginning in 2022, U.S companies are required to capitalize and amortize research and experimental expenditures ratably over a five-year period, Any such expenditures attributable to research conducted outside of the U.S must be capitalized and amortized over a-15 year period.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, making permanent certain provisions of the Tax Cuts and Jobs Act, including reinstatement of 100% bonus depreciation and the ability to currently deduct domestic research and experimentation expenditures.

In accordance with ASC 740, the Company recognized the effects of the enacted tax law change in the period of enactment.

The Israeli corporate tax rate was 23% for the years ended December 31, 2025, 2024 and 2023.

7 unchanged sentences

As of December 31, 2025, approximately $ 592 was derived from tax exempt profits earned by Kaltura Israel's “Beneficiary Enterprise.”

KALTURA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share and per share data)

The Company and its Board of Directors have determined that such tax-exempt income will not be distributed as dividends and intends to reinvest the amount of its tax-exempt income earned by Kaltura Israel.

7 unchanged sentences

Dividends distributed from income which is attributed to a “Preferred Enterprise” will be subject to withholding tax at source at the rate of 20% or such lower rate as may be provided in an applicable tax treaty.

KALTURA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share and per share data)

Kaltura Israel's income from other sources is subject to tax at the regular Corporate Income rate.

5 unchanged sentences

A reconciliation of the opening and closing amounts of total unrecognized tax benefits is as follows:

KALTURA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share and per share data)

Unrecognized Tax Benefits

7 unchanged sentences

Decreases related to prior years' tax positions ( 186 )

Increases related to prior year positions 2,310

Increases related to current years' tax positions 2,831

9 unchanged sentences

If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs.

The Company currently does not expect uncertain tax positions to change significantly over the next 12 months, except in the case of settlements with tax authorities, the likelihood and timing of which is difficult to estimate.

NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented:

Although the timing of the resolution or closure of audits is not certain, the Company believes that its unrecognized tax benefits would not change significantly within the next 12 months except in the case of settlement with tax authorities, the likelihood and timing of which is difficult to estimate.

KALTURA, INC.

2 unchanged sentences

dollars in thousands (except share and per share data)

NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented:

Year Ended December 31,

3 unchanged sentences

Net loss per share attributable to common stockholders, basic and diluted $ 0.08 $ 0.21 $ 0.34

I nstruments potentially exercisable for common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive are as follows:

Instruments potentially exercisable for common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive are as follows:

Year Ended December 31,

7 unchanged sentences

The Company's chief operating decision maker is its Chief Executive Officer (“CODM”).

The Company's CODM does not regularly review asset information by segments and, therefore, the Company does not report asset information by segment.

The Company's CODM does not regularly review asset information by segments because assets are managed centrally and such information is not used in assessing segment performance or in making operating decisions and, therefore, the Company does not report asset information by segment.

The Company organizes its operations in two segments:

14 unchanged sentences

Operating expenses 132,632

Financial income, net ( 434 )

Financial expense (income), net 4,047

Provision for income taxes 3,062

11 unchanged sentences

Operating expenses 143,205

Financial income, net ( 1,200 )

Financial expense (income), net ( 434 )

Provision for income taxes 7,650

11 unchanged sentences

Operating expenses 150,889

Financial income, net 4,248

Financial expense (income), net ( 1,200 )

Provision for income taxes 8,911

22 unchanged sentences

Commitments under the Revolving Credit Facility decreased to $ 25,000 .

In July 2024, the Company entered into a new amendment to the then-existing Credit Agreement in connection with our Repurchase Program (as defined below), which updated the aggregate amount of permitted Restricted Payments (as defined in the Credit Agreement;

which term includes, among others, repurchase of the Company’s outstanding common stock) and conditions for making such payments (see Note 15 for further information).

In July 2024, the Company entered into a new amendment to the then-existing Credit Agreement in connection with its share repurchase program, which updated the aggregate amount of permitted Restricted Payments (as defined in the Credit Agreement;

which term includes, among other things, repurchase of the Company’s outstanding common stock) and conditions for making such payments (see Note 16 for further information).

In March 2025, the Company entered into another amendment to the Credit Agreement, also in connection with the Company’s repurchase programs, which provided for, among other things, an increase to the aggregate amount of permitted Restricted Payments and updates to the conditions for making such payments.

On October 20, 2025, the Company entered into an amendment to the Credit Agreement, which provided for, among other things, an increase to the aggregate amount of permitted Restricted Payments and updates to the conditions for making such payments to facilitate the Company’s repurchases of securities

Following the effectiveness of the Fifth Amendment, borrowings under the Credit Facilities bear interest, determined as follows:

1 unchanged sentence

As of December 31, 2025, the current rate of interest under the Credit Facilities was equal to a rate per annum of 6.27 %, consisting of 3.67 % (the 3-months SOFR rate as of December 31, 2025), 0.10 % credit spread adjustment and the margin of 2.50 %.

KALTURA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share and per share data)

The Term Loan Facility is payable in consecutive quarterly installments on the last day of each fiscal quarter in an amount equal to (i) $ 438 for installments payable on December 31, 2023 (deferred to January 9, 2024), through September 30, 2024 (ii) $ 656 for installments payable on December 31, 2025 ($ 218 of the amount deferred to January 2025) , through September 30, 2025, (iii) $ 1,313 for installments payable on and after December 31, 2025.

4 unchanged sentences

The aggregate principal annual maturities according to the Credit Facilities agreements are as follows:

KALTURA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share and per share data)

Year ended December 31,

The carrying amounts of the loans approximate their fair valu e.

2026 $ 29,313

The carrying amounts of the loans approximate their fair value.

STOCKHOLDERS' EQUITY

14 unchanged sentences

Any options that are forfeited or not exercised before expiration become available for future grants.

In December 2020, the Company granted to three of its officers, market-based options at an exercise price of $ 13.34 per share.

The options vest based on the achievement of specific share price targets such that 25% of the award will vest upon the fair market value of a share of common stock increasing fifty percent (50%) above the exercise price;

an additional 25% of such award will vest upon the fair market value of a share increasing one-hundred percent (100%) above the exercise price;

an additional 25% will vest upon the fair market value of a share increasing one-hundred and fifty percent (150%) above the exercise price;

and the remaining 25% of the award will vest upon the fair market value increasing two-hundred percent (200%) above the exercise price.

During the year ended December 31, 2024, the Company canceled the market-based options to its officers.

KALTURA, INC.

15 unchanged sentences

On January 1, 2025, the number of shares of common stock authorized for issuance under the 2021 Plan automatically increased by 7,602,857 shares pursuant to the terms of the 2021 Plan.

During 2024, the Company granted to its officers RSUs under the 2021 Plan which shall vest based upon achievement of certain performance targets set forth in the 2024 Executive Compensation Plan, and additional RSUs that vest in quarterly installments over a period of up to three years commencing as of January 1, 2024 with the first quarterly vesting date on April 1, 2024, subject to continued employment through the vesting dates.

Stock Options

7 unchanged sentences

( 1,057,794 ) $ 4.50

Outstanding as of December 31, 2024

16,321,014 $ 3.29 4.34 $ 5,212

Exercisable options at end of the year

Outstanding and exercisable as of December 31, 2025

13,615,770 $ 3.37 3.76 $ 1,582

No stock options were granted during the years ended December 31, 2025, 2024 and 2023.

The total grant-date fair value of the service-based awards that vested during the years ended December 31, 2024, 2023 and 2022, was $ 6,679 ,

The total grant-date fair value of the service-based awards that vested during the years ended December 31, 2025, 2024 and 2023, was $ 87 , $ 6,679 and $ 11,409 , respectively.

The aggregate intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023, was $ 715 , $ 1,449 and $ 3,169 , respectively.

The following table summarizes the RSU activity for the year ended December 31, 2025:

KALTURA, INC.

2 unchanged sentences

dollars in thousands (except share and per share data)

$ 11,409 and $ 12,763 , respectively.

The aggregate intrinsic value of options exercised during the years ended December 31, 2024, 2023 and 2022, was $ 1,449 , $ 3,169 and $ 5,272 , respectively.

The following table summarizes the RSU activity for the year ended December 31, 2024:

Weighted Average

9 unchanged sentences

9,635,959 $ 2.16

(1) During the year ended December 31, 2025 the Company's Board of Directors approved the cash settlement of 1,661,000 RSUs for its officers based on the Company's closing stock price on March 19, 2025.

These RSUs were vested upon achieving specific performance targets outlined in the 2024 Executive Compensation Plan.

The total amount approved for cash settlement was $ 3,089 .

Stock-Based Compensation Expense

10 unchanged sentences

Stock Repurchase Program

On June 11, 2024, the Company’s board of directors authorized a stock repurchase program of the Company’s outstanding common stock for up to $ 5,000 of the Company’s common stock (the “Repurchase Program”).

Under the Repurchase Program, the Company may make repurchases, from time to time, through open market purchases, block trades, in privately negotiated transactions, accelerated stock repurchase transactions, or by other means.

The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases under this authorization.

The volume, timing, and manner of any repurchases will be determined at the Company’s discretion, subject to general market conditions, as well as the Company’s management of capital, general business conditions, other investment opportunities, regulatory requirements and other factors.

The Repurchase Program does not obligate the Company to repurchase any specific amount of common stock, has no time limit, and may be modified, suspended, or discontinued at any time without notice at the discretion of the Board of Directors.

In June 2024, the Company’s board of directors authorized a stock repurchase program of the Company’s outstanding common stock (the “2024 Repurchase Program”), which provided for repurchases up to a total of $ 5,000 thereunder.

Subsequently, in March 2025, the Board approved a new repurchase program (the “2025 Repurchase Program”), providing for repurchases up to a total of $ 15,000 thereunder, which superseded the 2024 Repurchase Program.

On November 7, 2025, pursuant to additional repurchase authority approved by the Board, the Company entered into a stock purchase agreement (the “2025 Stock Purchase Agreement” ) with Special Situations Investing Group II, LLC (the “Sellers”), pursuant to which the Company repurchased 14,443,739 shares of Common Stock from the Sellers at a purchase price of $ 16,610 , representing a price per share of $ 1.15 for each of the Company’s share of common stock, calculated on the basis of a 25 % discount over the average daily VWAP over the 30-day period ending on November 5, 2025.

In addition, the Board terminated the 2025 Repurchase Program.

During the year ended December 31, 2025, the Company repurchased 19,087,579 shares of common stock at an weighted average price of $ 1.37 per share (excluding broker and transaction fees of $ 139 ).

As of December 31, 2024, the Company had remaining authorization under the Repurchase Program to repurchase common stock up to an aggregate amount of $ 2,148 , subject to satisfying required conditions under the Companies Law and Companies Regulations.

KALTURA, INC.

18 unchanged sentences

The following table summarizes the changes in accumulated other comprehensive loss by component, net of tax, during the years ended December 31, 2025, December 31, 2024 and December 31, 2023:

Net Unrealized Income (Losses) on Available-for-Sale Securities Instruments Net Unrealized Income (Losses) on Derivatives Designated as Hedging Instruments Total

Net Unrealized Income on Available-for-Sale Securities Instruments Net Unrealized Income on Derivatives Designated as Hedging Instruments Total

Balance as of December 31, 2024 $ 23 $ 936 $ 959

Other comprehensive income before reclassifications 38 5,559 5,597

Net realized income reclassified from accumulated other comprehensive income — ( 832 ) ( 832 )

Other comprehensive loss ( 26 ) ( 62 ) ( 88 )

Net realized losses (gains) reclassified from accumulated other comprehensive income (loss) 2 ( 3,799 ) ( 3,797 )

Other comprehensive income 40 1,760 1,800

Balance as of December 31, 2025 $ 63 $ 2,696 $ 2,759

3 unchanged sentences

dollars in thousands (except share and per share data)

Net Unrealized Income (Losses) on Available-for-Sale Securities Instruments Net Unrealized Income (Losses) on Derivatives Designated as Hedging Instruments Total

Net Unrealized Income on Available-for-Sale Securities Instruments Net Unrealized Income on Derivatives Designated as Hedging Instruments Total

Balance as of December 31, 2023 $ 49 $ 998 $ 1,047

Other comprehensive loss before reclassifications 230 ( 1,155 ) ( 925 )

Net realized losses reclassified from accumulated other comprehensive income — 2,273 2,273

Other comprehensive income (loss) before reclassifications ( 26 ) 770 744

Net realized income reclassified from accumulated other comprehensive income — ( 832 ) ( 832 )

Other comprehensive loss ( 26 ) ( 62 ) ( 88 )

Balance as of December 31, 2024 $ 23 $ 936 $ 959

Net Unrealized Losses on Available-for-Sale Securities Instruments Net Unrealized Income (Losses) on Derivatives Designated as Hedging Instruments Total

Net Unrealized Income (Losses) on Available-for-Sale Securities Instruments Net Unrealized Income (Losses) on Derivatives Designated as Hedging Instruments Total

Balance as of December 31, 2022 $ ( 181 ) $ ( 120 ) $ ( 301 )

Other comprehensive loss before reclassifications ( 181 ) ( 1,643 ) ( 1,824 )

Other comprehensive income (loss) before reclassifications 230 ( 1,155 ) ( 925 )

Net realized losses reclassified from accumulated other comprehensive income — 2,273 2,273

Other comprehensive loss ( 181 ) ( 120 ) ( 301 )

Other comprehensive income 230 1,118 1,348

Balance as of December 31, 2023 $ 49 $ 998 $ 1,047

KALTURA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share and per share data)

RESTRUCTURING ACTIVITIES

Restructuring Plan

On August 4, 2025, the Board of Directors of the Company approved a cost-reduction and re-organization plan that included, among other things, downsizing approximately 10 % of the Company's workforce (the "2025 Reorganization Plan").

The 2025 Reorganization Plan was focused on realigning the Company's operations to further increase efficiency and productivity

During the year ended December 31, 2025, in connection with the Plan, the Company recorded expenses of $ 903 , all for one-time employee termination benefits.

Restructuring Accruals

The following table is a reconciliation of the beginning and ending restructuring liability for the year ended December 31, 2025, related to the 2025 Reorganization Plan:

Enterprise, Education and Technology Media and Telecom Total

Balance as of December 31, 2024 $ — $ — $ —

Accrual and accrual adjustments 529 374 903

Cash payments ( 499 ) ( 374 ) ( 873 )

Balance as of December 31, 2025 $ 30 $ — $ 30

The restructuring liability for severance and termination benefits is reflected in "Employees and payroll accruals" in the consolidated balance sheet as of December 31, 2025.

SUBSEQUENT EVENTS

PathFactory Acquisition

On March 15, 2026, the Company entered into a definitive agreement to acquire PathFactory Holdings ULC, a company organized under the laws of the province of British Columbia (“PathFactory”), for cash consideration of approximately $ 22,000 .

The transaction is expected to close in the second quarter of 2026, subject to the satisfaction or waiver of customary closing conditions.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data