What changed in this filing

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Item 9A. Controls and Procedures

2026-03-16 compared with 2025-02-20 · 89 added, 94 removed, 248 unchanged (42% of the section changed)

14 unchanged sentences

Other Information.

(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 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.

Yekutiel without Cause or by Mr.

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 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, 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.

(b) During the three months ended December 31, 2025, 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.

Trading Arrangement

Total Shares to be Sold

Expiration Date

Non-Rule 10b5-1**

Eynav (Navi) Azaria

Natan Israeli

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

4 unchanged sentences

53 Chairman, Chief Executive Officer, President and Director

59 Chief Financial Officer

51 Chief Product and Engineering Officer

Claire Rotshten 50 Executive Vice President of Finance

46 Executive Vice President of Financial Planning and Analysis

52 Chief Product, Engineering and Marketing Officer

Natan Israeli

53 Chief Customer Officer

54 Chief Customer and Commercial Officer

Non-Employee Directors

5 unchanged sentences

Yekutiel co-founded VisualGate Systems Inc., a video surveillance company, in 2003, and co-founded and lead GPSoft Ltd and the Destinator business unit in Paradigm Advanced Technologies Inc., a GPS navigation and tracking company, in 2001.

Yekutiel serves as a member of the board of directors of Kaltura Asia Pte Ltd., an affiliate of Kaltura, Inc., and as a member of the board of directors of various private companies.

Yekutiel serves as a member of the board of directors of Kaltura Asia Pte Ltd., an affiliate of Kaltura, Inc.

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

1 unchanged sentence

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 has served as 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.

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.

Claire Rotshten j oined the Company in 2014 and serve as Executive Vice President of Finance.

Rotshten brings more than 20 years of experience in shaping and leading financial operations for technology companies as well leading IPO process.

Before joining the Company, she held finance positions at global, private, and publicly traded technology companies, such as Alvarion Technologies Ltd, (Nasdaq:

ALVR), Kenshoo Ltd., and Risco Group.

In these positions Ms.

Rotshten made significant contributions in leading Finance, Procurement, FP&A, Information systems, sales operations, Commercial, and Business Development processes, based on strong relationships with both vendors and customers and excellent managerial skills.

Rotshten is a Certified Public Accountant and has a degree in Accounting CPA license studies from Ramat Gan College as well Certification in Directors and Officers Management.

Liron Sharon joined the Company in 2022 and serve as Executive Vice President of Financial Planning and Analysis (“FP&A”).

She also serves as the Company’s Interim Principal Financial Officer.

Sharon brings more than 20 years of experience in establishing, shaping, and leading financial departments, with a focus in FP&A, Investor Relations, Finance Operation, Strategy, M&A, and Procurement.

Prior to joining the Company, Ms.

Sharon established and led FP&A at CyberArk Software Ltd.

CYBR) for almost 7 years and took part in the Company’s business model transition to recurring SaaS revenue, with outstanding recognition.

Prior to CyberArk, Ms.

Sharon worked at additional leading publicly traded companies, such as Alvarion Technologies Ltd.

(“Alvarion”), ECI Telecom Ltd, and ICL Group Ltd.

(NYSE/TASE:ICL).

Sharon received a Bachelor of Arts degree in Economics with honors from Ben Gurion University, and a Master of Business Administration from Tel Aviv University.

Sharon is also a Microsoft Certified System Engineer (MCSE), serves as a mentor in the industry, and gives lectures on financial aspects.

Eynav Azaria served as our Chief Product, Engineering and Marketing Officer from July 2024.

He has also been an executive officer since January 2024.

1 unchanged sentence

Prior to joining Kaltura, Mr.

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

Before joining Panorama, Mr.

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

Azaria was Chief Operating Officer for BrowseUp Ltd., and before that he served as campaign manager for the Israeli Labor Party and former prime minister, Mr.

1 unchanged sentence

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.

Natan Israeli has served as our Chief Commercial Officer since September 2025 and Chief Customer Officer since November 2020.

He has also been an executive officer since January 2024.

Prior to joining Kaltura, throughout 2020 Mr.

18 unchanged sentences

He co-founded Retrain.ai, an artificial intelligence company, in August 2020 and has served as its Chief Executive Officer and Chairman of the board of directors since its founding.

David is the Chief of Data Solutions at SolarEdge, as of January 2026.

He was a post-doctoral fellow at Yale Law School from 2007 to 2008 and received a Ph.D.

4 unchanged sentences

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.

Faier served as the Interim CEO of SolarEdge Technologies, Inc., a global leader in smart energy and renewable energy technology from August 2024 through December 2024 and as their director in all subsidiaries (not including the Israeli company) and Chief Financial Officer from January 2011 to December 2024.

Prior to his role at SolarEdge, Mr.

7 unchanged sentences

KRNT) since August 2023.

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

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

Additionally, Dr.

5 unchanged sentences

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

Additionally, Dr.

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

5 unchanged sentences

Eyal Manor has served on our board of directors since January 2023.

Manor has served as Chief Product & Engineering Officer at Twilio from 2021 to 2023, overseeing CPaaS and Segment's CDP.

Manor has served as Chief Product & Engineering Officer at Twilio, Inc.

TWLO) from 2021 to 2023, overseeing CPaaS and Segment's CDP.

Prior to that, from 2016 to November 2021 Mr.

Manor served as Vice President & General Manager at Google Cloud, where he led a portfolio of technologies, including Kubernetes, Serverless Developer Platforms, Marketplace, and other products.

In his previous roles with Google, Mr.

In his previous roles with Google (Nasdaq:

Manor was VP of Engineering at YouTube and spearheaded the development of advertising products.

Before joining Google, Mr.

Manor founded Voice and Video SaaS streaming startup and was in an IAF Research Group.

Manor graduated from Tel Aviv University in 1994.

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

Family Relationships

59 unchanged sentences

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

Seventh Amendment to Credit Agreement, dated as of March 19, 2025, 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 10.7 05/08/2025

Amendment to Credit Agreement, dated as of October 20, 2025, by and among the Company, the subsidiaries of the Company 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 10.1 11/10/2025

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.

37 unchanged sentences

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.

10-K 001-40644 10.22 02/20/25

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

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

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

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

10-K 001-40644 10.23 02/20/25

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

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

10-K 001-40644 10.24 02/20/25

4 unchanged sentences

and Eynav Azaria.

10-K 001-40644 10.30 02/20/25

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

3 unchanged sentences

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.

Non-Employee Director Compensation Policy.

S-1/A 333-253699 10.17 3/23/2021

10-K 001-40644 10.30 02/20/25

Separation Agreement with Mr.

John Doherty, dated October 6, 2025.

8-K 001-40644 10.1 10/06/25

Consultancy Agreement with Mr.

John Doherty, dated October 6, 2025.

8-K 001-40644 10.2 10/06/25

Appointment Letter for Liron Sharon, dated December 8, 2025.

8-K 001-40644 10.1 12/08/2025

Appointment Letter for Claire Rotshten, dated December 8, 2025.

8-K 001-40644 10.2 12/08/2025

Employment Agreement, dated as of December 2 4 , 20 13 , and Amendment s by and between Kaltura Ltd.

and C laire Rotshten .

Employment Agreement, dated as of May 16 , 2022 , and Amendments by and between Kaltura Ltd.

and Liron Sharon .

Kaltura Severance Plan dated as of June 27, 2025

8-K 001-40644 10.1 06/27/2025

Form of RSU Award Agreement Under 2021 Incentive Award Plan - For Israeli Participants

5 unchanged sentences

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

I nsider Trading Compliance Policy

Insider Trading Compliance Policy

10-K 001-40644 19.1 2/20/2025

List of Subsidiaries of Kaltura, Inc.

1 unchanged sentence

Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).

Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).

Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).

Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350.

Certification of Chief Financial Officer pursuant to 18 U.S.C.

Certification of Principal Financial Officer pursuant to 18 U.S.C.

Section 1350.

12 unchanged sentences

# 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.

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

Form 10-K Summary

1 unchanged sentence

KALTURA, INC.

February 20, 2025

March 16, 2026

/s/ Ron Yekutiel

4 unchanged sentences

Chairman, President and Chief Executive Officer and Director

February 20, 2025

March 16, 2026

Ron Yekutiel (principal executive officer)

/s/ John Doherty

Chief Financial Officer February 20, 2025

John Doherty (principal financial officer and principal accounting officer)

/s/ Claire Rotshten

Executive Vice President of Finance March 16, 2026

Claire Rotshten

(principal accounting officer)

/s/ Liron Sharon

Executive Vice President of Financial Planning and Analysis March 16, 2026

(principal financial officer)

/s/ Richard Levandov

Director February 20, 2025

Director March 16, 2026

Richard Levandov

/s/ Shay David

Director February 20, 2025

Director March 16, 2026

/s/ Ronen Faier

Director February 20, 2025

Director March 16, 2026

/s/ Naama Halevi Davidov

Director February 20, 2025

Director March 16, 2026

Naama Halevi Davidov

/s/ Eyal Manor

Director February 20, 2025

Director March 16, 2026

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