Financial Review and Prospects You should read the following discussion together with the consolidated financial statements and related notes included elsewhere in this Annual Report. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Risk factors” and “Special note regarding forward-looking statements.” Our actual results may differ materially from those contained in or implied by any forward-looking statements. Overview Our mission is to change how the world works together. We started with the simple idea that people should be able to buy and sell digital services in the same fashion as physical goods on an e-commerce platform. On that basis, we set out to design a digital services marketplace that is built with a comprehensive SKU-like services catalog and an efficient search, find and order process that mirrors a typical e-commerce transaction. We call this the Service-as-a-Product, or the SaaP model. Our approach fundamentally transforms the traditional freelancer staffing model into a customer centric, product led marketplace model with scale and efficiency. We believe our model reduces friction and uncertainties for both buyers and sellers. At the foundation of our platform lies an expansive catalog with hundreds of categories of productized service listings, which we coined as Gigs. Each Gig has a clearly defined scope, duration and price, along with buyer generated reviews. Using either our search or navigation tools, buyers can easily compare and find talent and their service listings, and in turn purchase and fulfill their digital service needs, ranging from simple services such as logo design and blog post writing, to complex services such as video creation and social media marketing. In addition to enabling marketplace activities, we have also over the years expanded the offerings on our platform to include a number of value-added services to help our buyers and sellers to grow their business. This includes subscription products such as Seller Plus and AutoDS, advertising services such as Fiverr Ads, as well as other services such as financial and learning and development tools. We have also been investing in upmarket initiatives to attract more customers from bigger organizations with bigger spending budgets to spend on the platform. We have built Fiverr Pro, our flagship upmarket product, to enable these larger customers to access a fully-vetted talent pool, white-glove matching services, end-to-end project management services, as well as a suite of team collaboration, budget management, compliance and reporting tools. In 2025, we have seen increasingly diverging trends on our marketplace business. On one hand, the growth of artificial intelligence has created many new AI-related service categories and significantly expanded our customers’ needs for high-skilled and complex services. On the other hand, the adoption of AI tools in the broader market has also created headwinds for simple and low-skilled services on our marketplace. This, together with the continued weakness in SMB sentiment and hiring demand, has resulted in contraction in our marketplace GMV and active buyers in 2025. To lean into the growing opportunity of high-skilled, complex services and reaccelerate growth, in late 2025, we initiated a focused transformation to scale trust, quality, and AI-native capabilities across our platform, anchored around four pillars: upgrades in matching infrastructure, product experience, go-to-market execution, and operational excellence. We have reached a significant scale since founding in 2010. For the year ended December 31, 2025, our marketplace enabled a total transaction value, or marketplace GMV, of $1,073.0 million with an annual active buyer base of 3.1 million. Our revenue for the year ended December 31, 2025, was $430.9 million, including $297.5 million of marketplace revenue and $133.4 services revenue. Our business model Our revenue primarily comprises two components: marketplace revenue and service revenue. We generate marketplace revenue through transaction commissions paid by buyers and sellers based on orders completed on our marketplace. We generate services revenue from subscription products such as Seller Plus and AutoDS, advertising services primarily via Fiverr Ads, and other services such as financial or learning tools, all of which are optional value-added services to our customers. 55 For the years ended December 31, 2025, 2024 and 2023, our revenue was $430.9 million, $391.5 million and $361.4 million, respectively. Historically, our revenue growth has been driven by the growth of marketplace GMV as a result of growth in annual active buyers and annual spend per buyer, as well as the growth in value-added services. Since 2024, the macroeconomic conditions including high inflation, high interest and volatile geopolitical environment have resulted in weak small to medium sized businesses, or SMB, sentiment and weak hiring demand across our industry. We have also seen the increasing adoption of AI technologies drives diverging trend between high- and low-skilled services. As a result, for the year ended December 31, 2025, marketplace GMV was $1,073.0 million, down 2.2% and marketplace revenue was $297.5 million, down 1.8%, compared to the year ended December 31, 2024. Our marketplace take rate, defined by marketplace revenue divided by marketplace GMV was 27.7%, compared to 27.6% in 2024. The slight increase in marketplace take rate was due to slight adjustments in fee structure on our marketplace. We believe we are able to command our marketplace take rate because of the value we provide to our buyers and sellers in an otherwise fragmented, unstandardized and high-friction industry. We believe our marketplace take rate is sustainable and reflects our competitive advantage against our competitors. We have grown services revenue significantly over the past few years, including the expansion of Fiverr Ads, Seller Plus and AutoDS. For the year ended December 31, 2025, services revenue was $133.4 million, representing year-over-year growth of 50.9%. In 2025, services revenue represented 31.0% of our total revenue, up from 22.6% in 2024. The large, loyal buyer and seller base that we have built since 2010 provides a huge opportunity for us to expand the tools and services that we can sell to them beyond marketplace activities, in order to help them grow their business and become more successful. These value-added services in turn further deepen our customer relationship, build more loyalty around Fiverr’s overall platform, and strengthen our marketplace flywheel. We believe services revenue will increasingly become a bigger portion of our overall revenue mix and will serve as a strong growth driver for our business. Large and strong buyer base Since founded in 2010, we have built a strong and loyal buyer base. As of December 31, 2025, the number of annual active buyers on our marketplace was 3.1 million. We are increasingly focused on growing buyers with bigger spending capacity and expanding our wallet share among them. At the same time, the number of active buyers on our platform is impacted by the continued weakness in SMB sentiment and hiring demand, and the decline in low-skilled, simple services. These factors have resulted in smaller cohorts in recent years in terms of number of new buyers, but higher quality cohorts in terms of average annual spend per buyer. We believe this upmarket strategy is beneficial to our business in the long run. We experience significant repeat business because buyers return to our platform as we offer a variety of freelance digital services that address different businesses’ needs. For example, a buyer can purchase design content for a brochure and later return to our platform for market research, an entirely different service category. At the same time, this buyer may recommend our platform to a colleague in another department who may use our platform for video editing services. Repeat buyers generally increase spend on our platform over time. For the years ended December 31, 2025, and 2024, repeat buyers contributed 68% of our revenue on our marketplace. We believe the repeat purchase activity from existing buyers reflects the underlying strength of our business and provides us with revenue visibility and predictability. 56 Consistent cohort behavior Our business has historically benefited from strong cohort revenue consistency. To track our growth and the underlying dynamics of our business, we closely monitor and analyze the behavior of our annual buyer cohorts. We define an annual buyer cohort based on the year when the buyer’s first purchase on our platform was made. Historically, we have observed consistency across our annual buyer cohorts. As shown in the figure below, the biggest fluctuation in spend of each cohort happens in the first two years and then starts to stabilize and contribute to a consistent stream of revenue for future years. The consistent behavior of our cohorts is driven first by repeat spending by our buyers as well as by the overall size of our buyer base, which normalizes the fluctuation of individual buyer behavior. We experienced elevated spending levels across our cohorts in 2020 and 2021, as COVID-19 led to more usage of remote and freelancer workforce. The cohort behavior has since been largely normalized. Marketplace revenue composition by annual cohort 2010-2025 Buyer acquisition strategy We continue to attract buyers through a variety of channels. The majority of our new buyers in both 2025 and 2024 came from organic and direct sources, meaning buyers who reach our platform via non-paid search results, referrals by existing users, word-of-mouth, direct visits to our website by typing our URL into their browser, or our mobile app. We supplement these organic and direct sources of growth by investing in performance marketing programs. We view our ability to efficiently acquire buyers at scale as a differentiated competitive advantage and continuously seek to diversify our user acquisition investments through a variety of channels in a disciplined manner. We measure the efficiency of our buyer acquisition strategy by Time to Return On Investment, or tROI, which represents the number of months required for us to recover performance marketing investments during a particular period of time from the revenue generated by the new buyers acquired during that period. We aim to achieve quarterly tROI of one year or less. Historically, over the past eight quarters ending December 31, 2025, we have been able to consistently achieve tROI of six months or less. The second measure for our paid marketing efficiency is LTV/CAC, which is measured by the cumulative revenue to performance marketing investment ratio. Historically on average, we have been able to achieve a three-year LTV/CAC ratio of over 3x for cohorts joined in 2022 or earlier. Moreover, the older cohorts continued to generate a consistent revenue to our platform beyond the first three years. This consistent repeat purchase behavior underscores the loyalty and retention of our buyer base and allows us to drive more of our revenue from our existing buyer base over the years. Growth in annual spend per buyer We view the acquisition of a new buyer as a starting point for building a long-term relationship between the buyer and our marketplace. Once a buyer joins our platform, we aim to expand the relationship and increase engagement and spending activities from that buyer over time. Our focus on increasing the lifetime value of our buyers on our marketplace is reflected in three areas. First, we continue to build out our marketplace to facilitate more services and more complex projects, and higher quality sellers in order to provide a comprehensive solution for our buyers’ digital service needs. Second, our proprietary machine learning technology and expansive data sets allow us to personalize experiences for both buyers and sellers. For example, it enables us to anticipate buyers’ future needs based on their buying behavior and provide category and service recommendations. Third, we continue to go upmarket in our marketing strategies to acquire higher lifetime value buyers at the top of the funnel. We measure our buyer engagement using annual spend per buyer. Our annual spend per buyer as of December 31, 2025, was $342, up 13.3% from $302 as of December 31, 2024. For the year ended December 31, 2025, buyers who spent over $500 accounted for 66% of our marketplace revenue, up from 65% for the year ended December 31, 2024. These annual spend per buyer growth trends demonstrate our success in expanding upmarket by offering a broader set of digital services, increasing engagement and lifetime value of our buyers, and growing the number of higher value Gigs and higher quality sellers on our platform through targeted marketing efforts. 57 Key financial and operating metrics We monitor the following key financial and operating metrics to evaluate the growth of our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. ● “Annual active buyers” means buyers who have ordered a Gig on the marketplace within the last 12-month period, irrespective of cancellations. An increase or decrease in the number of annual active buyers is a key indicator of our ability to attract and engage buyers. ● “Annual spend per buyer” is calculated by dividing our GMV within the last 12-month period by the number of annual active buyers as of such date. Annual spend per buyer is a key indicator of our buyers’ purchasing patterns and is impacted by an increase in our number of annual active buyers, buyers purchasing from more than one category, an increase in average price per purchase and our ability to acquire buyers with a higher lifetime value. The following table sets forth our key performance indicators as of December 31, 2025, 2024 and 2023: As of December 31, 2025 2024 2023 Annual active buyers (in thousands) 3,135 3,630 4,027 Annual spend per buyer $ 342 $ 302 $ 278 Components of our results of operations Revenue. Starting with the year ended December 31, 2024, we have begun categorizing our revenues into marketplace revenue and services revenue to enhance transparency in our financial reporting. Marketplace revenue includes transaction commissions paid by buyers and sellers based on orders completed on our marketplace. Service revenue is revenue from optional value-added services that we provide to our buyers and sellers, including Fiverr Ads, Seller Plus, AutoDS and other services such as financial or learning tools. Geographic Breakdown of Revenues. The following table sets forth the geographic breakdown of revenues for the periods indicated: 2025 2024 2023 (in thousands) U.S. $ 205,390 $ 191,705 $ 178,450 Europe 120,840 104,319 95,593 Asia Pacific 64,865 60,912 54,400 Rest of the world 34,480 30,959 29,664 Israel 5,334 3,586 3,268 Total $ 430,909 $ 391,481 $ 361,375 The following table summarizes disaggregated revenue by marketplace revenue and services revenue for the years ended: 2025 2024 2023 (in thousands) Marketplace Revenue $ 297,489 $ 303,069 $ 306,981 Services Revenue 133,420 88,412 54,394 Total $ 430,909 $ 391,481 $ 361,375 Cost of revenue. Cost of revenue primarily consists of payment processing fees, server hosting costs, customer support personnel, contractors services, amortization of acquired intangible assets and capitalized internal-use software. Cost of revenue also includes personnel related costs and associated overhead, including share-based compensation. Cost of revenue may fluctuate from period to period based on factors such as payment processing rates, hosting and infrastructure usage, product and contractor utilization, and employee-related expenses. Gross profit and gross margin. Our gross profit and gross margin may fluctuate from period to period. Such fluctuations may be influenced by our revenue, processing fees, timing and amount of investments in technology infrastructure, including AI capabilities. Gross margin may also be impacted by continued investments in customer support and trust and safety operations, as well as amortization expense associated with capitalized internal-use software and acquired intangible assets. 58 Research and development. Research and development expenses primarily consist of personnel-related costs for our research and development teams, including salaries, benefits, share-based compensation and associated overhead, as well as costs related to product development initiatives, professional services and business technology services. Research and development costs are expensed as incurred, except to the extent that such costs are associated with internal-use software that qualifies for capitalization. Research and development expenses may fluctuate from period to period given our strategic priorities. We believe continued investments in research and development are important to support our strategic objectives and long-term growth. Sales and marketing. Sales and marketing expenses primarily consist of personnel-related costs for employees engaged in sales, marketing, advertising and promotional activities, including salaries, benefits, share-based compensation and associated overhead. Sales and marketing expenses also include performance marketing costs, such as user acquisition costs, branding costs, marketing campaigns and other media advertisements costs, as well as amortization of acquired intangible assets. Sales and marketing expenses are expensed as incurred. We expect to continue to invest in our sales and marketing capabilities in the future to drive revenue growth and to continue to increase our brand awareness. Sales and marketing expenses, both in absolute dollars and as a percentage of revenue, may fluctuate from period to period. The level of these expenses will depend on factors such as timing, effectiveness and optimization of our marketing investments, customer acquisition costs, and changes in the scope and scale of our sales and marketing initiatives. General and administrative. General and administrative primarily consist of personnel-related costs for executive, finance, legal, human resources and other administrative functions, including salaries, benefits, share-based compensation and associated overhead. General and administrative expenses also include legal, accounting and other professional service fees, changes in the fair value of contingent consideration (earn-outs), chargeback expenses and costs associated with fraud risk reduction, expenses related to allowance for doubtful accounts in the event of uncollectible account receivables balances and others. General and administrative expenses are expensed as incurred. General and administrative expenses may fluctuate from period to period we manage our cost structure, reallocate resources and prioritize corporate initiatives. The level of these expenses will depend on the timing of professional services, compliance requirements and other corporate initiatives associated with operating as a publicly traded company. Financial income and other, net. Financial income and other, net primarily include interest earned on cash and cash equivalents, deposits and marketable securities. In addition, amortization of discount and issuance costs of our Convertible Notes, exchange rate gains (losses) due to foreign exchange fluctuations, gain from sale of a subsidiary, and other financial expenses in connection with bank charges. Tax benefit (taxes on income). The tax benefit (taxes on income) relates to our activities in Israel, the United States, and other jurisdictions where we operate. Tax benefit primarily consists of the appreciation of deferred tax assets resulting from the release of the valuation allowance. Taxes on income include amounts we either pay or accrue as a result of our global operations. As of December 31, 2025, we utilized approximately $4.2 million of our carryforwards net operating loss for Israeli tax purposes. Additional $12.6 million is expected to be utilized over the term of 3 years. As of December 31, 2025, we had net operating loss carryforwards for Federal U.S. tax purposes in the amount of approximately $23.1 million, some of which are expected to be subject to certain limitations under Internal Revenue Code, or IRC, Section 382 following changes in control that occurred upon acquisition of ClearVoice. For more information regarding the tax benefits available to us, see Item 10.E. “Taxation.” A. Operating Results For a discussion of our results of operations for the year ended December 31, 2023, including a year-to-year comparison between 2024 and 2023, and a discussion of our liquidity and capital resources for the year ended December 31, 2023, refer to Item 5. “Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2024. 59 The following tables set forth our results of operations in U.S. dollars and as a percentage of revenue for the periods indicated: Year ended December 31, 2025 2024 (in thousands) Revenue $ 430,909 $ 391,481 Cost of revenue 79,416 70,566 Gross profit 351,493 320,915 Operating expenses: Research and development 90,664 90,241 Sales and marketing 176,675 171,678 General and administrative 85,331 74,814 Total operating expenses 352,670 336,733 Operating loss (1,177 ) (15,818 ) Financial income and other, net 24,593 27,706 Income before taxes on income 23,416 11,888 Tax benefit (taxes on income) (2,433 ) 6,358 Net Income $ 20,983 $ 18,246 Year ended December 31, 2025 2024 (as a% of revenue) Revenue 100.0 % 100.0 % Cost of revenue 18.4 18.0 Gross profit 81.6 82.0 Operating expenses: Research and development 21.0 23.1 Sales and marketing 41.0 43.8 General and administrative 19.8 19.1 Total operating expenses 81.8 86.0 Operating loss (0.2 ) (4.0 ) Financial income and other, net 5.7 7.0 Income before taxes on income 5.5 3.0 Tax benefit (taxes on income) (0.6 ) 1.6 Net income 4.9 % 4.6 % Year ended December 31, 2025, compared to year ended December 31, 2024 Revenue Revenue increased by $39.4 million, or 10.1%, to $430.9 million for the year ended December 31, 2025, from $391.5 million for the year ended December 31, 2024. The increase was mainly due to a $45.0 million increase in services revenue driven by our expansion of value-added services including advertising, subscriptions and software offerings. For the year ended December 31, 2025, services revenue was $133.4 million, representing a year-over-year growth of 50.9%. For the year ended December 31, 2025, services revenue represents 31.0% of our total revenue, up from 22.6% compared to the year ended December 31, 2024. For the year ended December 31, 2025, marketplace revenue was $297.5 million, down 1.8% compared to the year ended December 31, 2024. The decrease in marketplace revenue was primarily driven by a decline in GMV. Recently, the macroeconomic conditions including high inflation, high interest and volatile geopolitical environment have resulted in weak small to medium sized businesses, or SMB, sentiment and weak hiring demand across our industry. The growing adoption of artificial intelligence have also led to diverging trends between high-skilled, complex services and low-skilled, simple services on our marketplace. As a result, for the twelve-month period ended December 31, 2025, marketplace GMV was $1,073.0 million, down 2.2% year-over-year. The decrease in GMV was driven by a 13.6% year-over-year decrease in annual active buyers, which was partially offset by a 13.3% increase in annual spend per buyer. Our marketplace take rate for the twelve months period ended December 31, 2025, was 27.7%, compared to 27.6% for the year ended December 31, 2024. The slight increase in marketplace take rate was due to slight adjustments in fee structure on our marketplace. 60 Cost of revenue Cost of revenue increased by $8.8 million, or 12.5%, to $79.4 million for the year ended December 31, 2025, from $70.6 million for the year ended December 31, 2024. The increase was primarily attributable to a $4.1 million in amortization expenses associated with acquired intangible assets and capitalized internal-use software, an increase of $3.6 million in contractors services, an increase of $1.6 million in hosting costs, an increase of $0.6 million due to payments of processing fees and an increase of $0.3 million in business technology services. These increases were partially offset by a decrease of $0.9 million in shared-based compensation expenses and a decrease of $0.5 million in employee-related costs. Research and development Research and development costs increased by $0.5 million, or 0.5%, to $90.7 million for the year ended December 31, 2025, from $90.2 million for the year ended December 31, 2024. The increase was primarily attributable to an increase of $2.6 million in contractors’ services, an increase of $2.2 million in restructuring costs, an increase of $1.9 million in employee related costs, an increase of $1.8 million in business technology services, an increase of $0.4 million in depreciation and amortization, an increase of $0.4 million in facilities maintenance and related operational costs and an increase of $0.3 million in hosting costs. This was partially offset by a decrease of $9.1 million in shared-based compensation expenses. Sales and marketing Sales and marketing expenses increased by $5.0 million, or 2.9%, to $176.7 million for the year ended December 31, 2025, from $171.7 million for the year ended December 31, 2024. The increase was primarily attributable to a $14.3 million in marketing campaigns and brand activities, an increase of $2.4 million due to impairment of definite-lived intangible assets primarily associated with discontinue certain activities of the asset group related to the Working Not Working acquisition and an increase of $1.4 million in contractors’ services. This was partially offset by a decrease of $7.5 million in share-based compensation expenses and a decrease of $5.6 million in employee-related costs. General and administrative General and administrative expenses increased by $10.5 million, or 14.1%, to $85.3 million for the year ended December 31, 2025, from $74.8 million for the year ended December 31, 2024. The increase was primarily attributable to a $12.3 million increase related to changes in the fair value of contingent consideration (earn-outs) and acquisition-related costs, an increase of $0.9 million in seller protection expenses, user compensation, fraud prevention-related costs and other related expenses, including associated credit risk costs, an increase of $0.8 million in facilities maintenance and related operational costs, an increase of $0.5 million in contractors services, an increase of $0.5 million in accounting and legal expenses and an increase of $0.4 million in employee-related costs. This was partially offset by a decrease of $4.9 million in share-based compensation expenses. Financial income and other, net Financial income and other, net, amounted to $24.6 million for the year ended December 31, 2025, compared to financial income and other, net, amounted to $27.7 million for the year ended December 31, 2024. The change was mainly driven by a decrease of $3.9 million in interest income earned from our cash and investment portfolio and a decrease of $0.4 million due to foreign exchange fluctuations and bank fees. This was partially offset by an increase of $0.8 million due to gain from sale of a subsidiary and an increase of $0.4 million due to amortization of discount and issuance costs of convertible notes. Tax benefit (taxes on income) Taxes on income increased by $8.8 million for the year ended December 31, 2025. The increase was primarily driven by an $11.3 million net change in deferred taxes, mainly attributable to a $10.1 million decrease in the valuation allowance release and other changes. This increase was partially offset by a $1.8 million decrease in current taxes and a $0.7 million decrease related to uncertain tax positions. 61 B. Liquidity and Capital Resources Since our inception we have funded our operations through sale of equity securities in private and public offerings, issuance of convertible notes, cash generated from operating activities and, to a lesser extent, through exercised options. As of December 31, 2025, and 2024 we had $282.9 million and $689.3 million, respectively, in cash, cash equivalents, bank deposits and marketable securities. In addition, we had restricted deposits related to the office space lease agreement of $3.4 million and $1.3 million as of December 31, 2025, and 2024, respectively. Marketable securities totaled to $117.7 million and $411.0 million as of December 31, 2025, and 2024, respectively and consisted of treasury, corporate and municipal bonds. Our primary liquidity needs are to fund working capital, capital expenditures, share repurchases, strategic acquisitions and other general corporate purposes. We assess our liquidity, in part, through an analysis of our working capital current assets less current liabilities, together with other sources of liquidity. Working capital was $231.8 million as of December 31, 2025, compared to $71.1 million as of December 31, 2024. The increase in working capital as of December 31, 2025, compared to December 31, 2024, was primarily attributable to the generation of $104.6 million net cash provided by operating activity during the year ended December 31, 2025. In addition, lower share repurchase activity compared to the year ended December 31, 2024, contributed to higher period-end cash balances. On April 1, 2024, our board of directors approved a “distribution”, as defined in the Israeli Companies Law, 1999, by way of repurchase (buyback) of the Company’s ordinary shares in a total amount of up to $100 million. Accordingly, during 2024, we repurchased ordinary shares of the Company for approximately $100 million in cash. On March 10, 2025, our board of directors approved another “distribution” by way of repurchase (buyback) of the Company’s ordinary shares in a total amount of up to $100 million. Accordingly, during 2025, we repurchased ordinary shares of the Company for approximately $32.5 million in cash. For more information regarding the repurchase, see Item 16.E. “Purchases of Equity Securities by the Issuer and Affiliated Purchasers.” We believe that our existing cash, cash equivalents, bank deposits, marketable securities and cash generated from operating activities will be sufficient to fund our working capital, capital expenditures and contractual obligations for at least the next 12 months. Our future financing requirements will depend on various factors including our growth rate, the timing and extent of investments in product development and marketing activities and, potential strategic transactions. Our capital expenditures for fiscal years 2025, 2024 and 2023 amounted to $1.3 million, $1.4 million and $1.1 million, respectively. Our capital expenditures consist primarily of investments in leasehold improvements for our office space, purchases of furniture, computers and related equipment and internal-use software costs. We may also seek to invest in or acquire complementary businesses or technologies. We are a party to contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the consolidated balance sheet as of December 31, 2025, while others are considered future commitments. Our contractual obligations primarily consist of purchase obligations, lease payments and earn-out payments. For information regarding our other contractual obligations, refer to Note 11, 12 and 13 within our audited consolidated financial statements included in Item 18 of this Annual Report. The following table presents the summary consolidated cash flow information for the periods presented. Year ended December 31, 2025 2024 (in thousands) Net cash provided by operating activities $ 104,589 $ 83,068 Net cash provided by (used in) investing activities $ 378,607 $ (28,818 ) Net cash used in financing activities $ (491,797 ) $ (104,222 ) 62 Net cash provided by operating activities Net cash provided by operating activities has primarily resulted from cash collections from revenue and interest income earned on our cash and investment portfolio, cash inflows from operating activities are primarily affected by the timing of revenue collections and interest rates. Our primary uses of cash from operating activities have been selling and marketing expenses, personnel and related overhead costs, and other costs related to the provision of our business. Net cash provided by operating activities was $104.6 million for the year ended December 31, 2025, an increase of $21.5 million compared to $83.1 million for the year ended December 31, 2024. The change primarily resulted from an increase of $2.7 million in net income in 2025, an increase of $15.5 million in working capital changes derived mainly from deferred tax assets, other receivables, deferred revenue, accrued expenses and other liabilities, an increase of $10.5 million in revaluation and payment of earn-out, an increase of $6.4 million in one time escrow payment related to contingent consideration, an increase of $4.2 million in depreciation and amortization, and increase of $3.6 million in amortization of premium and accretion of discount on marketable securities and an increase of $2.4 million in impairment of intangible assets. This was partially offset by a decrease of $22.6 million in share-based compensation, a decrease of $0.8 million in gain from sale of a subsidiary and a decrease of $0.4 million in amortization of discount and issuance costs of convertible notes. Net cash provided by (used in) investing activities Net cash provided by investing activities was $378.6 million for the year ended December 31, 2025, a change of $407.4 million compared to ($28.8) million cash used in for the year ended December 31, 2024. The change primarily resulted from an increase of $224.6 million proceeds from maturities and investments in marketable securities, an increase of $160.9 million in bank deposits, an increase of $19.6 million in acquisitions of business activity, an increase of $1.1 million due to acquisition of intangible assets, an increase of $0.8 million in sale of subsidiary, an increase of $0.3 million in other receivables and non-current assets and an increase of $0.1 million related to purchase of property and equipment and capitalization of internal-use software. Net cash used in financing activities Net cash used in financing activities was ($491.8) million for the year ended December 31, 2025, a change of $387.6 million from ($104.2) million cash used in for the year ended December 31, 2024. The change primarily resulted from an increase of $460.0 million in repayment of convertible notes at maturity and an increase of $1.1 million in proceeds from withholding tax related to employees’ exercises of share options and RSUs. This was partially offset by a decrease of $67.6 million in repurchases of ordinary shares, a decrease of $4.0 million related to repayment of debt to previous shareholders of the acquired business and a decrease of $1.9 million related to payment of earn-out. Description of Convertible Notes and Capped Call Transaction Financing On October 13, 2020, we closed a private offering of $460.0 million principal amount of 0% coupon rate Convertible Senior Notes due 2025, or the Convertible Notes. The Convertible Notes were issued pursuant to an indenture, dated October 13, 2020, or the Indenture, between us and U.S. Bank National Association, as trustee. On November 3, 2025, the Convertible Notes were repaid after reaching maturity. C. Research and Development, Patents and Licenses, Etc. Our research and development activities are primarily located in Israel, with additional employees and contractors engaged in research and development activities for us in the US and Europe. Research and development expenses are primarily comprised of costs of our research and development personnel and other development-related expenses. Research and development personnel focus primarily on enhancing our technology, improving our products, and developing new products and solutions. We invest in research and development in order to enhance and expand our product and service offerings, tailor our marketing offering, and expand our registered user base. Our development strategy is focused on identifying updates and enhanced features for our existing offerings, developing new offerings that are tailored to our registered users’ needs and often arise out of their suggestions, and improving the performance of our platform. In 2025, research and development costs accounted for approximately 21.0% of our total revenue. Research and development costs are expensed as incurred, except to the extent that such costs are associated with internal-use software that qualifies for capitalization. We believe continued investments in research and development are important to attain our strategic objectives and long-term growth. 63 D. Trend Information. Adverse macroeconomic conditions, including recent inflation, slower growth, changes to fiscal and monetary policy, higher interest rates, and currency fluctuations have impacted companies in Israel and around the world, and as the future market conditions and possible recession remain highly uncertain, we cannot predict severity of a possible recession and its effects on our customers and their spending habits. See also Item 3.D. “Risk Factors” – Adverse macroeconomic conditions can materially adversely affect the Company’s business, results of operations and financial condition, due to impacts on consumer and business spending and demand for our services.” E. Critical Accounting Estimates Application of critical accounting estimates Our significant accounting estimates and their effect on our financial condition and results of operations are more fully described in our audited consolidated financial statements included elsewhere in this Annual Report. We have prepared our financial statements in conformity with GAAP, which requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. These estimates are prepared using our best judgment, after considering past and current events and economic conditions. While management believes the factors evaluated provide a meaningful basis for establishing and applying sound accounting policies, management cannot guarantee that the estimates will always be consistent with actual results. In addition, certain information relied upon by us in preparing such estimates includes internally generated financial and operating information, external market information, when available, and when necessary, information obtained from consultations with third-parties. Actual results may differ from these estimates. See Item 3.D. “Risk Factors” for a discussion of the possible risks that may affect these estimates. We believe that the accounting estimates discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate and (2) changes in the estimate could have a material impact on our financial condition or results of operations. The critical accounting estimates that we believe have the most significant impact on our consolidated financial statements are discussed below. Business combinations We account for business combinations in accordance with ASC 805, “Business Combination” and we allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from customer relationships, acquired technology and acquired trademarks from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. Earn-out incurred in a business combination is included as part of the acquisition price and recorded at a probability weighted assessment of the fair value as of the acquisition date. The fair value of earn-out is recorded as a liability in our consolidated balance sheets and was estimated at the acquisition date using a Monte Carlo simulation and included volatility and projected financial information. These assumptions are forward looking and could be affected by future economic and market conditions. Subsequent to the acquisition date, at each reporting period until the contingencies are resolved, the earn-out is remeasured at current fair value with changes recorded in our consolidated statements of operations. The fair value of the earn-out is sensitive to changes in key assumptions, and modifications to those inputs could materially impact the amount recorded. 64