A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors Our business faces significant risks. You should carefully consider all of the information set forth in this annual report and in our other filings with the United States Securities and Exchange Commission, or SEC, including the following risk factors that could materially and adversely affect our business, financial condition, operating results and growth. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks. In that event, the trading price of our ordinary shares would likely decline and you might lose all or part of your investment. See “Special Note Regarding Forward-Looking Statements” starting on page 5. Risk Factors Summary The following is a summary of the principal risks that could materially and adversely affect our business, financial condition, operating results and growth prospects. Risks Related to Our Business and Our Industry • We may be unable to attract new registered users from which we can generate new premium subscriptions and additional business solutions, or attract partners that will sell our solutions to, or purchase our solutions on behalf of, their customers, or we may be unable to retain existing premium subscriptions, or increase the revenue we generate from each premium subscription. • We may fail to maintain and enhance the strength of our brand. • Our selling and marketing strategies and activities, and any adjustments we may make to our marketing strategy, may fail to generate new users or partners or fail to increase the revenue we generate from premium subscriptions to the levels we anticipate. •We are subject to significant risks associated with our AI Technologies. •We may fail to maintain a consistently high level of Customer Care. • We may be unable to generate significant revenues from sources other than our premium subscriptions, such as from our business solutions. • We may fail to evaluate our current business and future prospects for “vibe-coding,” in particular with respect to our Base44 offering. • We are subject to risks associated with international operations and the use of our platform in various countries, including emerging markets. •Our operations in and connected to Ukraine have been and may continue to be materially impacted on a long-term basis. • We are exposed to risks, including security risks, associated with payment processing and the provision of financial services. • We may be subject to adverse impacts of exchange rate fluctuations. • We may be susceptible to failures of the third-party hardware, software and infrastructure on which we rely, including third-party data center hosting facilities. 8 • We may fail to manage our infrastructure effectively. • Our cash balances and investment portfolio have been, and may continue to be, adversely affected by market conditions, including inflation, interest rates and other adverse developments affecting the financial services industry. •We may fail to manage our headcount effectively. • We may be unable to achieve sustained profitability within our expected timeframe. • Trends in sales are not immediately reflected in full in our operating results because we recognize revenues from premium subscriptions over the term of an agreement. • Our ability to pay cash upon conversion or repurchase of the 2030 Convertible Notes (as defined below) may be limited. • The 2030 Convertible Notes may impact our financial results, result in the dilution of existing shareholders and create downward pressure on the price of our ordinary shares. • Restrictions in the Credit Agreement could adversely affect our financial condition and impact our business needs and plans. • We may be unable to raise capital when needed or on acceptable terms. • Our recent and future acquisitions and investments could result in operating difficulties and other harmful consequences. •Our pricing decisions, including the introduction of AI credits, may fail to generate expected results and may adversely affect our ability to attract new users and retain existing users. •Our business is subject to the risks of pandemics, natural disasters, and other catastrophic events, whether due to climate change or otherwise. Risks Related to Our Market and Competitive Landscape •We may fail to develop and introduce new products and services, maintain or enhance existing products and services, or keep up with rapid changes in design and technology, including developments using AI. •We may be unable to hire, integrate and retain highly skilled personnel. •We may be unable to attract a more diverse customer base such as partners, mid-size, large and enterprise-level companies, design professionals and tech savvy users, for which we have developed more customized solutions, such as Wix Studio. •We may face increased competition in a highly competitive market for our users and partners audiences, including due to new emerging AI Technologies. •The demand for our solutions and platform could decline if we do not maintain the compatibility of our platform and solutions with changes and developments in third-party applications. •Changes to technologies used in our solutions or new versions or upgrades of operating systems and Internet browsers may impact integration with our systems, and the process by which users interface with our platform. •We may fail to effectively acquire and service small business users. Risks Related to Privacy, Data and Cybersecurity •We and our third-party providers are exposed to cybersecurity risks and incidents. •We may fail to comply with data privacy and protection laws and regulations, as well as our contractual data privacy and security obligations to third parties and to our users and their users, and the use and adoption of our services may be limited due to growing awareness of data privacy and protection laws. Risks Related to Our Intellectual Property •We may be unable to obtain, maintain and protect our intellectual property rights, and may be subject to claims (i) by third parties of intellectual property infringement, including due to our use of AI, (ii) by our contractors or employees for remuneration or royalties for assigned service invention rights and (iii) challenging the use of open-source software and/or compliance with open-source license terms. 9 Risks Related to Other Legal, Regulatory and Tax Matters •We may be affected by the enactment of new governmental regulations regarding the Internet. •The development and integration of AI into our offerings may present various risks, including regulatory and legal risks, and result in reputational harm, liabilities or other adverse consequences to our operations. •We may be liable, as a provider of online services, for the activities of our registered users or the content of their websites. •We could face liability from disputes over registration and transfer of domain names. •Trade and economic sanctions and export laws may restrict our business. •The application of indirect taxes, other tax laws or regulations in the jurisdictions in which we conduct our business, could adversely affect our business and results of operations. •Changes in tax laws could adversely affect our tax position and financial results. •Changes in our provision for income taxes or adverse outcome resulting from examination of our income tax returns could adversely affect our results. •We could be adversely affected by violations of anti-corruption, anti-bribery and anti-money laundering laws. •Existing federal, state and foreign laws and regulations governing the sending of commercial emails and other consumer protection laws, could impact the use of our products, and potentially subject us and our users to regulatory enforcement or private litigation. Risks Related to Our Ordinary Shares •Our share price may be volatile and may fluctuate substantially, including due to (i) any failure to meet financial guidance or repurchase our ordinary shares and/or convertible notes pursuant to our repurchase program, (ii) sales of our ordinary shares by directors, officers or large shareholders, (iii) actions of activist shareholders, (iv) our ability to maintain our foreign private issuer status, (v) risks of being treated as a controlled foreign corporation or passive foreign investment company for U.S. federal income tax purposes, and (vi) provisions of Israeli law and our articles of association that may delay, prevent or make undesirable an acquisition of all or a significant portion of our shares or assets. Risks Relating to Our Incorporation and Location in Israel •Conditions in Israel could materially and adversely affect our business, including (i) the obligations of personnel to perform military service, (ii) differences in Israeli law compared to laws of other jurisdictions, (iii) the continued availability of local tax benefits, (iv) the effects of the conflict throughout the region, including war and hostilities between Israel and its neighboring countries and regions, and its potential escalation, and (v) difficulties enforcing a U.S. judgment against us or assert U.S. securities laws claims in Israel. For a more complete discussion of the material risks facing our business, see below. Risks Related to Our Business and Our Industry Our results of operations and future revenue prospects will be harmed if we are unable to attract new registered users from which we can generate new premium subscriptions and additional business solutions or attract partners that will sell our solutions to, or purchase our solutions on behalf of, their customers, or if we are unable to retain existing premium subscriptions or increase the revenue we generate from each premium subscription. We primarily generate revenue through the sale of premium subscriptions and additional business solutions. The growth of our premium subscriptions base is mainly impacted by our ability to attract new registered users to our platform and the rate at which they upgrade our free offering of web and application development, design and management solutions to premium subscriptions, as well as our ability to attract partners that will purchase our solutions for their use or sell our solutions to, or purchase our solutions on behalf of, their customers. 10 The growth of our premium subscriptions base is further impacted by our ability to retain and renew our existing subscriptions. The renewal rate of premium subscriptions also significantly impacts the overall number of premium subscriptions and, as a result, our revenues. One of the key drivers of renewal rates is whether premium subscriptions are for longer or shorter periods than one year. Premium subscriptions renewing on a yearly or multi-year basis allow for fewer opportunities of failure to renew such subscription compared to monthly subscriptions, whether deliberately or through failure to update payment information upon expiration. As of December 31, 2025, yearly and multi-year premium subscription packages constituted approximately 83% of all premium subscriptions. Substantially all of our premium subscriptions renew automatically at the end of each subscription period unless users actively disable the automatic renewal of their subscription in advance or if we are unable to renew their subscription. We further increase the revenue we generate from premium subscriptions by offering additional business solutions tailored for more specific business needs and also by increasing the price of our premium subscriptions. A number of factors could impact our ability to attract partners or other users from which we can generate new premium subscriptions, as well as our ability to retain our existing premium subscriptions, and to increase revenue from such premium subscriptions including through the adoption of our business solutions. These factors include: •the quality, reliability, security, integrity, functionality, and design of our platforms compared to other similar solutions and services; •our ability to develop required new technologies or offer new and relevant third-party products and service offerings to our users, such as Wix Harmony and other technologies which incorporate AI; •our users’ spending levels or desire to create a web presence, including due to macroeconomic forces or geopolitical circumstances beyond our control; •shifting demand in online commerce, including as a result of global supply chain deficiencies, or international trade policies, taxes, government regulations, and tariffs; •our ability to develop additional product functionality and administrative back-office capabilities for our partners, and to properly integrate such developments, to allow them to adequately sell our products to their customers and properly manage their operations; •our ability to optimize our marketing strategies and to execute successful marketing and sales activities, including those aimed at attracting and retaining partners, such as our partners’ revenue sharing programs; •pricing decisions we implement for our solutions, including the pricing of our solutions and services compared to our competitors; •the introduction and adoption of new pricing models for products and services that incorporate AI Technologies, such as the use of AI credits, which may increase costs and affect user purchasing behavior, perceived value, and overall demand for our solutions; •our ability to develop and offer a fully optimized mobile experience for our users; •our ability to bundle certain solutions into an attractive subscription package, and the variety of the subscription packages and business solutions we offer; •the reliability and availability of our Customer Care and account management services to provide the proper support required by our registered users and partners; •the perceived or actual quality or compatibility problems with our solutions, including those related to system outages, unscheduled downtime, diminished website and application performance and loading times; •the perceived safety and impact of any cyber-attacks on our and our users’ data; •competitive factors affecting the software as a service, or SaaS, business market, including the competitive landscape and the strategies that may be implemented by our competitors, including as a result of AI advancements, and the ease with which a user can switch to a competitor; •unexpected increases in the cost of acquiring new registered users or partners; •our dependence on establishing and maintaining strong reputation and brand perception; 11 •the long-term strategic decisions we make which may not maximize our short-term revenue or profitability; •our ability to expand into new geographic markets, including our ability to make our products, support and communication channels available in additional languages and make our solution compliant with local laws and regulations; and •material limitations or regulatory restrictions that may impact our ability to generate revenue, such as restrictive regulatory initiatives and limitations on our ability to bill our users on a recurring basis or the manner in which the rebilling is performed, as well as our cancellation policies and practices. If we are unable to maintain and enhance the strength of our brand, or if events occur that damage our reputation and brand, our ability to expand our base of users and partners and premium subscriptions and to grow our revenues from the sale of such subscriptions and other products may be impaired, and our business and financial results may be harmed. We believe that maintaining, promoting and enhancing the Wix, and other brands we operate, is critical to expanding and retaining our base of users that may purchase premium subscriptions and business solutions over time, as well as to our partners who sell our solutions to, or purchase our solutions on behalf of, their customers, or for their own uses. In addition to paid promotions, our Wix and our other brands are promoted through free sources, including customer referrals, word-of-mouth and direct searches for our “Wix” name or our other brands, or web presence solutions, in search engines. The strength of the “Wix” brand is also essential to maintaining our cost-efficient marketing strategy. The following factors and events may contribute to our inability to maintain and enhance our brands, or damage our business, reputation and brands: •any local or global unfavorable media coverage or negative publicity about our industry or our company, including as a result of doubts as to the continued viability of the industries we operate in, in light of AI advancements, or litigation, unwanted scandals, publicized conflicts, or hostilities between Israel and its neighboring countries and regions, and any potential escalation of the conflict throughout the region; •becoming targeted by activist groups seeking to bring attention to elements of our brand, products, business model, employment practices, sustainability practices, advertising, spokespeople, locations, countries in which we operate, organizations or political or other matters we support or do not support, in order to gain support for their interests or deter us from continuing practices with which they disagree; •our ability to provide high-quality, well-designed, useful, reliable, secure, data privacy protective, accessible, innovative, relevant and competitive solutions and services, including through AI driven tools, which we may not do successfully or may not do as successfully as our competitors; •our ability to develop solutions and products that meet the design and technological needs of our partners and tech savvy users, such as our AI agents and other tools and Wix Studio, as well as the needs of users with more basic technological skills, such as Wix Harmony; •introduction of new terms of use or policies that users perceive unfavorably; •introduction of new pricing models, including those that propose AI credits or similar usage models, that may be perceived negatively; •the ability of our Customer Care team to provide customer support to our users at a highly professional level, including elevated levels of support to our partners and large or enterprise size users; •our international branding efforts may prove unsuccessful due to language barriers, an unfamiliar regulatory landscape, political perspectives, and cultural differences, and we may therefore be unsuccessful in establishing strong brand adoption in new and existing markets and geographic locations; •our inability to integrate third-party applications desired by our users or negative experiences our users have with using third-party applications and websites integrated with Wix, including through our App Market, if they do not meet users’ expectations which can include quality, data privacy or security; •our ability to promote new brands we acquire may prove unsuccessful and may create negative perceptions about our native brands; 12 •certain third-party providers that our users rely on, may discontinue their engagement with us, which could have an adverse effect on our reliability and reputation; •errors, defects, disruptions, security vulnerabilities, abuse of our system, or other performance problems with our products and platforms, including the products and solutions we license from third parties, may harm our reputation and brand, especially if these errors occur when we introduce new services or features, all of which may reduce our revenues; •if our social media advertisements are unappealing to certain audiences or are showcased within content that is unappealing to users, or if we remove or fail to remove content that may or may not be perceived as offensive or controversial to certain audiences, our brand and reputation may be harmed; •if we are unable to block fraudulent users from conducting their business on our platform or if we fail in blocking illegal activity, such as money laundering or drug trafficking, or other hostile or offensive activities, from taking place on our platform, our reputation and our results of operations, in particular in our online commerce offering may be harmed; •any allegation that we have neglected public commitments regarding our environmental, social, and governance (“ESG”) and human capital management initiatives, including if we do not adapt to or comply with expectations, standards, and regulations, regardless of whether there is a legal requirement to do so; and •if our users, partners, or third parties with whom we work violate applicable laws or our policies, or act in a manner that could negatively implicate us, those violations and actions could result in other liabilities for us and could harm our business, reputation, and brands. If our reputation is harmed, we may be unable to sell our products and solutions, including through partners who may be less inclined to offer our services to their customers. If we fail to successfully promote and maintain the Wix, or other brands we operate, or if we incur excessive expenses in this effort, our business and our financial results may be adversely affected. Our results of operations would be adversely affected if our selling and marketing strategies and activities fail to generate new users or partners that purchase premium subscriptions and business solutions or fail to increase the revenue we generate from each premium subscription to the levels we anticipate. We acquire new registered users, who may purchase premium subscriptions and business solutions over time, through paid marketing channels, such as cost-per-click (“CPC”) advertisements on search engines, social networking sites and through our affiliate program, targeted and generic banner advertisements on other sites, and social network influencers who promote the platforms we operate. In addition, premium subscriptions are also acquired through the selling and marketing activities of our sales and account management teams that targets partners, who may purchase a higher volume of premium subscriptions to sell to their customers, including through incentivizing partners through revenue sharing programs, as well as to enterprise-level users who purchase premium subscriptions and other services for their own needs. Our selling and marketing activities also focus on increasing revenues from existing premium subscriptions by offering complementary business solutions. We may also invest a portion of our marketing expenses on more traditional advertising and promotion of our brand, including through sponsorships with professional sports franchises and others. In 2025, 2024 and 2023, advertising expenses were $243.6 million, $175.6 million and $142.8 million, respectively, representing 12%, 10% and 9% of our revenues, respectively. In order to maintain and grow our revenues, we need to continuously optimize and diversify our marketing campaigns and strategies aimed at acquiring new registered users. We customarily optimize our marketing activities by conducting search engine optimization, A/B testing, and extrapolation of historical user behavior to predict future user behavior in order to structure our marketing activities in the manner that we believe is most likely to encourage the user behaviors that lead to desired future outcomes. A number of factors could impact our ability to succeed in our sales and marketing strategy and execution and to generate the return on marketing that we expect, including: •if we fail to accurately predict user acquisitions or interest or to estimate the conditions and behaviors that drove historical user behavior, in particular during turbulent global macroeconomic times that lead to inflation or supply chain challenges, such as the global 13 impact of the hostilities between Israel and its neighboring countries and regions (and any potential escalation of the conflict throughout the region) and between Russia and Ukraine, or changes to international trade policies and tariffs; •if we lose access to one or more of the paid marketing channels we utilize and other marketing channels, such as social media influencers, for any reason, including the costs of advertising becoming prohibitively expensive or political or other backlash including as a result of hostilities between Israel and its neighboring countries and regions, we may not be able to promote our brand effectively, which could limit our ability to grow our business; •privacy and AI regulations may restrict our ability to collect, use, or target user data for marketing purposes; restrictions on email marketing, cookies, or digital advertising can also reduce campaign effectiveness; •if the levels of organic or free traffic to our site decrease due to search engines or social networking sites, modifying their algorithms or changing their terms of use or policies, or becoming subject to restrictive regulatory initiatives such as the Digital Markets Act, or DMA, in the European Union or other competition legislation, our websites may appear less prominently or not at all in search results, which could result in fewer potential users or potential partners clicking through to our website and impede our ability to deploy our marketing efforts; •if competitors increase their marketing spend, introduce innovative campaigns, or offer aggressive pricing or promotions, our own marketing impact may be diluted; •if AI alternatives to internet search methods disrupt traditional search engine models by changing the way information is accessed, organized, and presented to users; user behavior may be altered, market dynamics may shift, our marketing strategies may be unsuccessful, and the levels of organic or free traffic to our site may be reduced; •if our user acquisition strategy in targeting a smaller number of higher-intent users rather than a larger base of lower-intent users is unsuccessful; •if we are unable to adapt to changes in how users consume media or deploy emerging marketing channels, such as those that incorporate AI-technologies, we may not be successful in reaching desired audiences; •if our sales and marketing efforts and campaigns to partners or new user demographics, such as users of our Base44 offering, are unsuccessful; and •if we experience an unexpected increase in the marginal acquisition cost of new registered users. If we fail to achieve our marketing return on investment targets within the timeframe we expect and if our rates of premium subscription acquisitions and revenue per subscription fail to meet market expectations, any of these could have a material adverse effect on our results of operations and share price. Our use, development, adoption, deployment and maintenance of AI Technologies may present significant risks, which could result in increased costs, litigation, reputational harm and liability. We use both internally and third-party developed AI, machine learning, and automated decision-making technologies, including proprietary AI and machine learning algorithms and models, (collectively, “AI Technologies”) throughout our business, and are constantly working on expanding our AI capabilities, internally and through collaborations with vendors, including through improvements to our existing AI Technologies, as well as through development of new products and features. For example, we use AI Technologies as part of our product offering, and to improve our internal workflows and development velocity. We also are developing and deploying agentic AI systems that operate with greater autonomy, which presents additional risks, including unintended or unauthorized actions and increased difficulty predicting, supervising, and controlling agentic behavior. We have incurred increased costs for developing AI Technologies and expect that increased investment will continue to be required in the future to continuously improve our use of AI Technologies, which may include acquisitions of companies with AI Technologies that we need. As with many technological innovations, there are significant risks involved in developing, maintaining and deploying AI Technologies, and there can be no assurance that the usage of or our 14 investments in AI Technologies will always enhance our products or services or be beneficial to our business, including our efficiency or profitability. In particular, if the models underlying our AI Technologies are incorrectly designed or implemented; trained or reliant on incomplete, inadequate, inaccurate, biased, infringing, or otherwise poor quality data, the performance of our services and business, as well as our reputation and the reputations of our users, could suffer. If we fail to successfully and meaningfully develop, adopt, use, differentiate and maintain AI capabilities into our internal operations, effectively manage the related risks or if we are unable to improve productivity, enhanced customer experience or accelerated innovation, our growth and competitiveness could suffer. With respect to our products or services that incorporate AI Technologies, the market for such products and services is rapidly evolving and unproven in many industries, including in the industries in which we operate, and important assumptions about the characteristics of targeted markets, pricing, sales cycles, cost, performance, and perceived value associated with our services or products may be inaccurate. We cannot be sure that the market will continue to grow or that it will grow in ways we anticipate. In addition to our proprietary AI Technologies, we incorporate AI Technologies licensed from third parties in our technologies and our ability to continue to use such technologies at the scale we need may be dependent on access to specific third-party software and infrastructure. We cannot control the availability or pricing of such third-party AI Technologies, especially in a highly competitive environment, and we may be unable to negotiate favorable economic terms with the applicable providers. Certain of our competitors may be able to procure lower-priced third-party AI Technologies which are unavailable to us. If any such third-party AI Technologies become incompatible with our solutions or unavailable for use, or if the providers of such models unfavorably change the terms on which their AI Technologies are offered or terminate their relationship with us, our solutions may become less appealing or prohibitively expensive to our customers and our business will be harmed. In addition, to the extent any third-party AI Technologies are used as a hosted service, any disruption, outage, or loss of information through such hosted services could disrupt our operations or solutions, damage our reputation, cause a loss of confidence in our solutions, or result in legal claims or proceedings, for which we may be unable to recover damages from the affected provider. We also incorporate generative AI Technologies (i.e., AI Technologies that can produce and output new content, software code, data and information) into our solutions and internal business practices. There is a risk that generative AI Technologies could produce inaccurate or misleading content or other discriminatory or unexpected results or behaviors, such as hallucinatory behavior that can generate irrelevant, nonsensical, or factually incorrect results, all of which could harm our reputation, business, or customer relationships. While we take measures designated to ensure the accuracy of such AI generated content, those measures, including those taken by third parties, may not always be successful, and in some cases, we may need to rely on end users to report such inaccuracies. While some providers of AI Technologies offer to indemnify their end users for any copyright or other intellectual property infringement claims arising from the output of their AI Technologies, we may not be successful in adequately recovering our losses in connection with such claims. In addition, we may experience difficulties in enforcing the intellectual property rights in output generated by generative AI Technologies. The United States Copyright Office has previously denied copyright protection for content generated by AI Technologies, and the United States Patent and Trademark Office has similarly stated that an AI tool cannot be an “inventor” of a patent, rendering it impossible to obtain patent protection for inventions created solely by AI Technologies. The Supreme Court of the United Kingdom has reached a similar conclusion, stating that AI systems cannot be named as an “inventor” for UK patent law purposes. Further, if we are deemed to not have sufficient rights to the data we, or third parties, may use to train our generative AI Technologies, we may be subject to litigation by the owners of the content or other materials that comprise such data, similar to the litigation that is currently pending in various U.S. courts against other developers of generative AI Technologies, and in which the outcome of such litigation is uncertain. 15 In certain cases, we may have trained our models for our generative AI Technologies on open source datasets. We cannot be certain that the licensors of such open source datasets had sufficient rights in the underlying data to be able to make them available under an open source license. Use of such open-source generative AI Technologies could introduce inaccuracies or vulnerabilities that we are unable to anticipate, detect, or control. If the licensor for such open-source generative AI Technologies developed their models by training on data that was inaccurate, biased or for which it did not have the appropriate rights, we could be subject to claims or lawsuits, including for infringement of third-party intellectual property. Sophisticated attackers may exploit vulnerabilities in open-source generative AI Technologies to obtain access to our or our customers’ sensitive data or alter the outputs or results. In addition, our usage of open-source generative AI Technologies may require us to license our data or intellectual property to third parties and limit our ability to protect our intellectual property rights or proprietary data. If we fail to maintain a consistently high level of Customer Care, our brands, business and financial results may be harmed. We believe our focus on customer care is critical to retaining, expanding and further penetrating our user base, as well as converting registered users into purchasing premium subscriptions and adopting our business solutions. As a result, we have invested in the quality and training of our Customer Care operations and call center personnel in many of our global locations and through our outsourced offshore Business Process Outsourcing (“BPO”) teams. We have also incorporated AI Technologies to improve the quality, scalability and productivity of our Customer Care operations, which may also carry regulatory, legal, business, reputational and financial risks. If we are unable to maintain a consistently high level of Customer Care, including throughout our different customer care teams globally and our offshore BPO teams which may not be as highly-trained, in particular given the growing scope, complexity and diversity of our solutions, if our technological capabilities and different methods of communication with our users, including those that incorporate AI, prove inaccurate, inconsistent, incomplete, may fail to appropriately address complex or urgent customer issues, or are inadequate in supporting our users who prefer human interaction or other methods of interaction than we provide, and if we fail to provide partners with the levels of support they anticipate, we may lose existing registered users and partners, may be unable to generate premium subscriptions from such user base or increase our sales of business solutions to our existing premium subscribers, may be exposed to legal or regulatory risks if material issues are not properly addressed, and may not be successful at maintaining and expanding our partners demographic. If we fail to maintain adequate Customer Care and ease the use of our platforms’ functionality in accordance with our users’ needs, our reputation, financial results, and business prospects may be materially harmed. Our future prospects may be adversely affected if we are unable to generate revenue from sources other than our premium subscription packages, which comprise a majority of our Creative Subscriptions Revenue. In addition to Creative Subscriptions Revenue, we generate Business Solutions Revenue from additional products and services that are offered to our users to enhance their digital presence, including email services through Google Workspace, applications sold through our App Market or elsewhere on our platform or on platforms operated by our subsidiaries, and from revenue sharing agreements we have for the sale of payments services through Payments by Wix, paid ad campaigns, shipping services, and other solutions. Our ability to increase Business Solutions Revenue from sales made by our e-commerce users is affected by the scope and volume at which such users are able to sell their merchandise and services through our platform. We cannot offer any assurances that Business Solutions Revenue will gain user adoption, continue to grow at a similar pace as in prior years, that our e-commerce users will continue to be successful, or that sales of the business solutions we may offer in the future will be a significant part of our revenues. Material changes in our agreements with certain providers may significantly affect our ability to generate revenue from sources associated with such providers. If we do not succeed in selling these solutions, our future prospects may be adversely affected. Our short operating history in the newly-developing “vibe-coding” market, in particular with respect to our Base44 offering, might make it difficult to evaluate our current business and future prospects in this market, and may increase the risk that we will not be successful. 16 In June 2025, we acquired Base44, an Israeli early-stage startup, which offers an AI-powered platform enabling users to build fully functional web and mobile applications via natural-language prompts, automatically generating front-end, back-end, databases, authentication and deployment infrastructure, without the need for manual coding, a method known as “vibe-coding.” The market for intuitive, AI-driven web application development tools is at an early stage, and it is uncertain whether sufficient user adoption or market acceptance will develop to support our continued investment in Base44. Additionally, the costs associated with developing, maintaining, and scaling AI-driven platforms like Base44 are substantial and may not subside in a timely manner. These costs include ongoing investments in computing infrastructure and AI-related costs, marketing to new user demographics to which we are not accustomed to market to, data acquisition, and specialized talent. If the underlying concept fails to gain traction, if we are unable to monetize Base44 at a level that offsets these high costs, or if industry pricing pressures or competition, in particular from the dominant LLM developers, limit our ability to generate revenue, Base44 may not become profitable and could negatively impact our overall financial performance. If we are unable to successfully manage these risks, our business, financial condition, and results of operations could be materially and adversely affected. Our business is susceptible to risks associated with international operations and the use of our platforms in various countries, including in emerging markets. We currently have users worldwide, and we expect to continue to increase the volume of our operations worldwide in the future. However, our operations in various countries subject us to risks which may include: •difficulties related to contract enforcement, including our terms of use; •compliance with foreign laws and regulations applicable to cross-border operations including accreditation, requirements to do business, export controls, anti-money laundering and bribery, copyright, consumer protection, online advertising, emerging AI regulations, and liability of Internet service providers, some of which may be conflicting; data privacy and data localization laws that may require, for example, that user data and data of our users’ consumers be stored and processed in a designated territory; •customization of our services and business solutions to be compliant with local laws and regulations applicable to our users and their customers, including requirements to form joint ventures or other partnerships with local entities; •lower levels of internet use in certain geographical locations; •lower levels of adoption of AI Technologies which can render our solutions incompatible with certain markets; •tax consequences and customs changes, including the complexities of foreign value-added tax (or other tax) systems, transfer pricing, and treaties; •uncertain legal, political and economic climates and increased exposure to global political, economic, and social risks that may impact our operations or our users’ operations, including the impact of global health emergencies, supply chain disruptions, terrorism, war, including the hostilities between Israel and its neighboring countries and regions (and any potential escalation of the conflict throughout the region), and between Ukraine and Russia, natural disasters and other foreign events; •currency exchange rates and changes to free trade agreements, trade protection measures, tariffs, restrictions related to foreign exchange controls, export compliance, economic sanctions measures, qualification to transfer business and additional regulatory requirements; •different sources of competition; •different customer spending levels, in particular in light of global macroeconomic trends; and •differing levels of credit card use, access to online payment methods, and payment risks. These factors, or other factors, may cause our international costs of doing business to exceed our expectations and may also require significant management attention and financial resources. 17 Entry into additional international markets, particularly emerging markets, requires significant management attention and financial resources, and presents challenges that are different from those associated with more developed international markets. In particular, regulations limiting the use of local credit cards and foreign currency could constrain our growth in certain countries. For example, regulations in certain countries may restrict recurring charges on credit cards. We have established subsidiaries in certain foreign jurisdictions and may continue to expand into new jurisdictions to facilitate local payments and may be subject to local regulations in such respective jurisdictions. Countries or states may be subject to governmental sanctions, or sanctions placed by payment processors or other companies, which could restrict our ability to charge users. Additionally, in emerging markets we may face the risk of rapidly changing government policies, including with respect to bank transfers and various payment methods, including in-person methods, and we may encounter sudden currency devaluations. Currency controls in emerging countries may make it hard for us to repatriate bookings or profits that we generated in a particular country. We may also face pressure to lower our prices to compete in emerging markets, which could adversely affect revenue derived from our international operations. These and other factors associated with our international operations could impair our growth prospects and adversely affect our business, operating results and financial condition. Our operations in and connected to Ukraine have been, and may continue to be materially impacted on a long-term basis as a result of the ongoing war initiated by Russia in Ukraine, and our business, financial condition and results of operations may be materially adversely affected by any negative impact on the global economy resulting from the war in Ukraine. We have had operations in Ukraine since 2013. As of the year ended December 31, 2025, we engaged 594 contractors in Ukraine, as well as 11 employees, primarily focused on research and development activities and Customer Care. As a result of the military invasion of Ukraine by Russian forces that began in February 2022, we assisted many of our Ukrainian team members to leave Ukraine, and those team members have relocated to other countries, primarily Poland, or have relocated within Ukraine. In addition to a significant number of personnel and operations in Ukraine, we also lease office space in a number of cities in Ukraine, all or some of which may be damaged or destroyed as a result of the attack against Ukraine. We are actively monitoring and enhancing the security of our people and their families and the stability of our infrastructure, including communication methods, physical assets, electricity, and internet availability and handling potential impacts to our development infrastructure. However, we cannot assure that our efforts to maintain stability will not affect our business. Additionally, the conflict between Ukraine and Russia has led to sanctions being levied by the United States, the European Union, the United Kingdom, and other countries against Russia, Belarus, and certain Russian occupied regions in Ukraine, has led to and could lead to significant market and other disruptions, including significant volatility in commodity prices, instability in financial markets, supply chain interruptions, political and social instability, and increases in cyberattacks, all of which have impacted and could continue to impact our business, and our Ukraine operations for an unknown period of time. In response to these sanctions, in March 2022, we discontinued our commercial operations in Russia and in 2024 restricted Russia-based users from accessing the Wix platform. Although the severity, duration and geographic scope of the ongoing war are highly unpredictable, the war in Ukraine could materially disrupt our operations in and connected to Ukraine and other parts of the world affected by the war, including due to lower morale of our teams in the area, increased levels of our personnel being drafted into military duty, which may lead to disruption of our operations and productivity of our personnel. We are exposed to risks, including security risks, associated with payment processing and the provision of financial services, particularly in relation to payment transactions processed through Wix Payments, which may subject us to regulatory requirements, contractual obligations, and other risks that could be costly and difficult to comply with or that could harm our business. We accept payments from our users, primarily through credit and debit card transactions and alternative payment methods, and facilitate payment collection by our users from their customers 18 through Payments by Wix, our payment service, which enables our users to accept payments for goods and services sold online and in-person to their customers, from a variety of payment providers, on major credit and debit cards, and alternative payment methods. This includes Wix Payments, our proprietary payment service, as well as third-party payment processors. We are subject to a number of risks related to our ability to receive payments from our users, and our facilitation of payment processing of our users from their customers, including: •interchange and other fees paid by us, which may increase over time and may require us to either increase the prices we charge for our products or experience an increase in our operating expenses; •potential failures of our billing systems to automatically charge our premium subscribers’ payment methods on a timely basis or at all; •if our users are unable to collect payments from their customers, we could lose revenues or cause our users to lose revenues which could harm our business and reputation; •if we are unable to maintain our chargeback rate at acceptable levels, in particular during turbulent economic times, our credit card fees for chargeback transactions or our fees for other credit and debit card transactions or issuers may increase, acquiring banks or payment card networks may place us in their fraud monitoring programs, we may face fines from the issuers, and in certain scenarios may terminate their relationship with us; •increased costs and resources to deal with user onboarding and fraudulent transactions or chargeback disputes, which may increase in an economic downturn if users become insolvent, bankrupt or otherwise unable to fulfill their commitments; •potential fraudulent or otherwise illegal activity by our users, their customers, developers, employees or third parties, or activities prohibited by our payment providers which could lead to our increased liability or incursion of fines, in particular with respect to our Wix Payments operations or as a result of our usage of AI Technologies to detect such activities which may not be successful; •our reliance on third parties such as gateways, payment service providers and acquiring banks, which may experience vulnerabilities in their internal control systems, face down time, insolvency or other instabilities in the banking system, and thus affect our cash flow; •restrictions on funds or required reserves related to payments; and •additional disclosure and other requirements, including new onboarding authentication, reporting regulations and new credit card associated rules. Depending on how Payments by Wix evolves, we may currently, or in the future, be subject to laws and regulations, either in existing or new jurisdictions, relating to our payment facilitation services and provision of financial services, including with respect to foreign exchange, anti-money laundering, counter-terrorist financing, banking and import and export restrictions. In some jurisdictions, the application or interpretation of these laws and regulations is not clear. In certain cases, such as under Wix Payments, we may act as a payment facilitator. Our efforts to comply with these laws, regulations, and standards could be costly and result in diversion of management time and effort and may still not guarantee compliance. In the event that we are found to be in violation of any such legal or regulatory requirements, we may be subject to monetary fines or other penalties such as a cease and desist order, or we may be required to make changes to our platform, any of which could have an adverse effect on our business, financial condition and results of operations. Financing services we may offer to our users, may expose us to additional risk, such as non-remittance, liability for non-compliance with laws and regulations, and changes in laws and regulations governing such solutions may result in higher operational costs, or the discontinuation of these services. The payment card networks, such as Visa and MasterCard, have also adopted rules that apply to all merchants who process and accept credit and debit cards for payment of goods and services. These networks have the discretion to both set and interpret such rules, and may do so with little or no prior notice. We are obligated to comply with these rules as part of the contracts we enter into with payment processors and acquiring banks. The rules adopted by the payment card networks include the Payment Card Industry (PCI) Data Security Standards (“PCI DSS”). Under PCI DSS, we are required to adopt and implement internal controls over the use, storage and security of 19 payment card data to help prevent fraud. If we fail to comply with the rules adopted by the payment card networks, including the PCI DSS, we would be in breach of our contractual obligations to payment processors and merchant banks, which may include indemnification clauses. Such failure to comply may subject us and/or our users to fines, penalties, damages, higher transaction fees, and civil liability, and could eventually prevent us or our users from processing or accepting debit and credit cards or could lead to a loss of payment processor partners. We also cannot guarantee that such compliance will prevent illegal or improper use of our payments systems or the theft, loss or misuse of the debit or credit card data of registered users or participants or regulatory or criminal investigations. Moreover, any such illegal or improper payments could harm our reputation and may result in a loss of service for our users, which would adversely affect our business, operating results and financial condition. Exchange rate fluctuations may negatively affect our results of operations. Our results of operations and cash flows are affected by fluctuations due to changes in foreign currency exchange rates. For example, in 2025, we incurred financial income (expenses), net of approximately $43.1 million in expenses related to hedging activities and $7.2 million in currency exchange rate losses, compared to $6.5 million in hedging income and $4.7 million in net currency exchange rate gains in 2024. In 2025, approximately 65% of our revenues were denominated in U.S. dollars and approximately 35% in other currencies, primarily in Euros, British Pounds, Japanese Yen, Mexican Pesos, Canadian Dollar, Australian Dollar, and the Brazilian Real. In 2025, approximately 66% of our cost of revenues and operating expenses were denominated in U.S. dollars and approximately 27% in New Israeli Shekels, or NIS. Our NIS - denominated expenses consist primarily of personnel and overhead costs, such as the lease of our headquarters. Since a significant portion of our expenses are denominated in NIS, the appreciation of the NIS relative to the U.S. dollar might adversely impact our net loss or net income (if any). We estimate that a 10% appreciation in the value of the NIS against the U.S. dollar would have decreased our net income by approximately $53.4 million in 2025. We estimate that a 10% concurrent devaluation of foreign currencies including Euros, British Pounds, Japanese Yen, Mexican Pesos, Canadian Dollar, Australian Dollar and the Brazilian Real against the U.S. dollar would have decreased our net income by approximately $64.6 million in 2025. These estimates of the impact of fluctuations in currency exchange rates on our historic results of operations may be different from the impact of fluctuations in exchange rates on our future results of operations since the mix of currencies comprising our revenues and expenses may change. We evaluate periodically the various currencies to which we are exposed and take selective hedging measures to reduce the potential adverse impact from the appreciation or the devaluation of our non-U.S. dollar-denominated expenses and revenues, as appropriate and as reasonably available to us. We cannot provide any assurances that our hedging activities will be successful in protecting us from adverse impacts from currency exchange rate fluctuations, in particular during turbulent macroeconomic periods. Additionally, the costs associated with implementing hedging instruments can be substantial and may adversely affect our financial results. See Item 11. “Quantitative and Qualitative Disclosures about Market Risk.” Failures of the third-party hardware, software and infrastructure on which we rely, including third-party data center hosting facilities, could adversely affect our business. We rely on collocated servers, cloud service providers and other third-party hardware, software and infrastructure to support our operations. Our primary data centers are located in two geographically separate locations in the United States, one located on the East Coast and the other located on the West Coast, each of which is capable of running individually, and we have additional Content Delivery Network (“CDN”) providers worldwide and a hosting data center in Europe to improve our performance and provide backup in case of failure of our primary data centers. The vast majority of our computing and data is located in our primary data centers in the United States hosted by Google, Inc. and Amazon.com, Inc., as well as by additional providers that we may use for specific purposes. Our network equipment is built with redundancy and efficiency in mind, and is stored in data center premises leased from Equinix, Inc., and connected to cloud providers such as Google, Inc. and Amazon.com, Inc. If our server providers are unable or cease, for any reason, to make their data centers available to us without sufficient advance notice, we would likely experience delays in the service we provide our users, until the migration to an 20 alternate data center provider or other service provider is completed. Moreover, if for any reason our arrangement with one or more of the providers of the data centers and/or cloud servers that we use is terminated, we could incur additional expenses in arranging for new facilities and support. The owners and operators of the data centers and cloud services with which we are engaged, do not guarantee that our users’ access to our platform will be uninterrupted or error-free. We do not control the operation of these facilities and such facilities could be subject to break-ins, cyber-crimes, computer viruses, sabotage, industrial espionage, intentional acts of vandalism, terrorist attacks, fraud and other misconduct, as well as damage or interruption from fires, adverse weather conditions, and natural disasters, including various climate risks, war, power loss, telecommunications failures or similar catastrophic events. Problems faced by our third-party vendors and partners, including hosting providers, technological or business-related disruptions exacerbated by AI and new technologies, as well as cybersecurity threats which may increase during times of war, could adversely impact our business and results of operations, as well as the experience of our users, which in turn could adversely impact our business and results of operations. Cyberattacks and security incidents are expected to accelerate in both frequency and impact, as the use of AI increases and attackers become increasingly sophisticated and utilize tools and techniques that are designed to circumvent controls, avoid detection, and remove or obfuscate forensic evidence. Although we have multiple data centers, disruptions to any of these servers or facilities could interrupt our ability to provide our platform and solutions and materially adversely affect our business and results of operations. Any disruption, disabling, or attack affecting our equipment and systems and the hardware, software and infrastructure on which we rely could result in a data security or privacy breach. Whether such event is a result of physical human error or malfeasance (whether accidental, fraudulent or intentional) or electronic in nature (such as malware, virus, or other malicious code), such an event could disrupt or delay our ability to provide our platform and solutions to subscribers, result in the unauthorized access to and disclosure of personal or confidential data, result in loss or corruption of data we store, subject us to legal liability and regulatory inquiry, harm our reputation and materially adversely affect our business and results of operations. Our results of operations and business could be harmed if we fail to manage the operation of our infrastructure effectively. The scalability and flexibility of our cloud-based infrastructure, particularly in times of growth in our business and operations, depends on the functionality of our third-party servers and their ability to handle increased traffic and demand for bandwidth. We may be unable to achieve or maintain data transmission capacity high enough to handle high levels of traffic or process transactions in a timely manner. Our failure to achieve or maintain high data transmission capacity could significantly reduce demand for our platform and solutions and could negatively impact our reputation. The growth in the number of registered users and transactions in the past few years, and new developments and functionalities offered on our platform, has increased the amount of both our stored marketing and research data and the data of our users and their users that we require. Further, as we continue to attract users who utilize our online commerce solutions, the volume of transactions processed on our platform is expected to increase, especially if such users draw significant numbers of buyers over short periods of time. These, and other developments, such as increased use of AI Technologies, may place additional pressure on our infrastructure and may affect the quality of our platform and efficiency of our operations. Unreliable or poorly optimized code resulting from non-rigorous development practices could place unexpected stress on our third-party infrastructure, leading to system failures and service interruptions that materially affect our users. In the future, we may be required to allocate resources and spend substantial amounts to build, purchase and lease data centers and equipment and upgrade our technology and network infrastructure, to handle increased customer traffic and transactions, or to comply with data protection regulations in jurisdictions in which we provide our services, or due to us becoming a more open platform, if we choose to do so. Moreover, as our user base and variety grow, and as users rely on our platform for more complicated activities, including through Wix Studio, Base44 and Wix Harmony or similar solutions, we will need to devote additional resources to improving our infrastructure and continue to enhance its scalability to maintain the performance of our 21 platform and solutions. Our need to effectively manage our operations will also require that we continue to assess and improve our operational, financial and management controls, reporting systems and procedures. We may encounter difficulties obtaining the necessary personnel or expertise to improve those controls, systems and procedures on a timely basis relative to our needs. If we do not manage our infrastructure effectively, the quality of our platform and efficiency of our operations could suffer, which could materially harm our results of operations and business. Our cash balances and investment portfolio have been, and may continue to be, adversely affected by market conditions, including inflation and interest rates and other adverse developments affecting the financial services industry. At December 31, 2025, we had liquid assets totaling $1.65 billion, comprised of $696.6 million in cash and cash equivalents and short-term deposits and $958.1 million in short-term and long-term marketable securities. Our investments are subject to general credit, liquidity, defaults, non-performance, inflation, rating agency downgrades, and interest rate risks or other adverse developments that affect financial institutions, other companies in the financial services industry, or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, which have in the past and may in the future lead to market-wide liquidity problems. The performance of the capital markets affects the values of the funds that are held in marketable securities. These assets are subject to market fluctuations and various developments, including, without limitation, rating agency downgrades that may impair their value. We expect that market conditions will continue to fluctuate and that the fair value of our investments may be affected accordingly. We generally buy and hold our portfolio positions, while minimizing credit risk by setting limits for minimum credit rating and maximum concentration per issuer. Our investments consist primarily of government and corporate debentures, and the continuing turmoil in the financial markets, especially due to the uncertainties related to global macroeconomic trends including liquidity concerns in local and global banking systems, and effects of the hostilities between Israel and its neighboring countries and regions (and any potential escalation of the conflict throughout the region), and between Ukraine and Russia, may result in impairments of the carrying value of our investment assets. We classify our investments as available-for-sale. Changes in the fair value of investments classified as available-for-sale are not recognized as income during the period, but rather are generally recognized as other comprehensive income (loss), which is a separate component of equity until realized. Realized and credit losses related to our investments portfolio may adversely affect our financial position and results. Any significant decline in the value of our investments as a result of the changes in interest rates and interest rate expectations of the financial markets, deterioration in the credit rating of the securities in which we have invested, or general market conditions, speculation about liquidity, both in the local Israeli banking system where a significant portion of our liquid assets are held, and globally, and elevated levels of inflation, could have an adverse effect on our results of operations and financial condition. In addition, we regularly maintain cash, cash equivalents, bank deposits, and governmental bonds at financial institutions in the United States, Israel and abroad. Our funds at these institutions exceed insured limits and some are not insured at all. In the event of failure of any these financial institutions, there can be no assurance that we would be able to access uninsured funds in such financial institution in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect our business and financial position. 22 If we fail to manage our headcount effectively, we may be unable to execute our business plan, maintain high levels of service or address competitive challenges adequately. Furthermore, our corporate culture has contributed to our success, and if we cannot maintain this culture, our business, financial condition and results of operations may be harmed. As of December 31, 2025, we had 5,340 employees and contractors, which represents a slight increase in our total headcount compared to December 31, 2024. Our workforce is located in various locations globally, including in Israel, the U.S., Canada, Ukraine, Lithuania, Ireland, Germany, Japan, the UK, Brazil, Poland, the Netherlands and Australia. As a result of the military invasion of Ukraine by Russian forces, we assisted many of our Ukrainian team members to leave Ukraine, and many have relocated to Poland and other countries or within Ukraine and members of our Ukrainian workforce have been called to active military duty. In addition, members of our Israeli workforce were drafted into active military reserve duty following the October 7, 2023 attacks by the Hamas terrorist organization on Israel and the ensuing war and hostilities between Israel and its neighboring countries and regions. Following our acquisition of Base44 in June 2025, many of our Wix team members transitioned to Base44-dedicated positions. Managing our headcount has placed, and will likely continue to place, a significant strain on our managerial, administrative, operational, financial and other resources. In addition, we believe that an important contributor to our success has been, and will continue to be, our corporate culture, as it fosters innovation and teamwork, as well as technologically advanced and well-crafted software and products. If we are unable to adequately manage our headcount and other business changes in a manner that preserves the key aspects of our corporate culture, we may be unable to continue to perform at current levels or execute our business strategy. We have a history of operating losses and may not be able to achieve sustained profitability within our expected timeframe. In recent years we incurred operating income, and have, as of December 31, 2025, an accumulated deficit of $850.9 million. Although our operating expenses as a percentage of revenue have decreased in recent years, we still anticipate incurring increased research and development expenses related to enhancing the functionality of our solutions, introducing new solutions, integrating newly acquired businesses, in particular those that incorporate AI Technology and which can create additional strains on expenses. We seek to leverage these expenses across a growing base of premium subscriptions, while maintaining and increasing the amount of bookings and/or revenues per premium subscription to achieve sustained profitability. Nevertheless, if we are unable to grow our premium subscriptions at the required rate or maintain or increase bookings and/or revenues per premium subscription, if we incur expenses that we believe are necessary or desirable (such as to invest in businesses, marketing, research and development or technologies that we believe will be important for our business) or if we incur unexpected expenses or achieve lower profit margins than we expect, including in our partners business, we may be unable to achieve sustained profitability within our expected timeframe. Because we recognize revenues from premium subscriptions over the term of an agreement, downturns or upturns in sales are not immediately reflected in full in our operating results. A majority of our revenues are recognized over the term of our contracts. As a result, much of the revenue we report each quarter is the recognition of deferred revenue from premium subscriptions entered into during previous quarters. Consequently, a shortfall in demand for our solutions and services or a decline in new or renewed subscriptions in any one quarter may not significantly reduce our revenues for that quarter but could negatively affect our revenues in future quarters. Accordingly, the effect of significant downturns in new or renewed sales of our solutions and service offerings are not fully reflected in our results of operations until future periods. Our ability to pay cash upon conversion or repurchase of the 2030 Convertible Notes may be limited. In September 2025, we sold $1,150,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2030 (the “2030 Convertible Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act, all of which were outstanding as of December 31, 2025. 23 We may not have enough available cash or be able to obtain financing, or obtain financing on favorable terms, at the time we are required to make such repurchases of the 2030 Convertible Notes. For example, as more fully described in Item 5.E. “Operating and Financial Review and Prospects—Recent Developments,” on March 5, 2026, we announced that we commenced a “modified Dutch Auction” tender offer to purchase up to $1,750,000,000 in aggregate purchase price of our ordinary shares, which may restrict our ability to repurchase or redeem our 2030 Convertible Notes. In addition, our ability to repurchase the 2030 Convertible Notes upon any required repurchase event or to pay cash upon conversion of 2030 Convertible Notes (if the settlement method we elect for such conversion includes cash) may be limited by law, regulatory authority, or agreements governing our future indebtedness. Our failure to repurchase the 2030 Convertible Notes at a time when the repurchase is required by the applicable indenture or to pay cash upon conversion of such 2030 Convertible Notes as required by the applicable indenture would constitute a default under such indenture. A default under the indenture or the fundamental change itself within the meaning of the 2030 Convertible Notes indenture could also lead to a default under other agreements governing our future indebtedness. If the payments of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness. Our 2030 Convertible Notes may impact our financial results, result in the dilution of existing shareholders and create downward pressure on the price of our ordinary shares. Our 2030 Convertible Notes may affect our earnings per share figures, as accounting procedures may require that we include in our calculation of earnings per share the number of ordinary shares into which the 2030 Convertible Notes are convertible. The 2030 Convertible Notes may be converted, under the conditions and at the conversion price specified in the 2030 Convertible Notes, into cash, our ordinary shares and/or a combination thereof, at our election, which may cause dilution to our shareholders’ equity, and the market price of our ordinary shares may decrease due to the additional selling pressure in the market at or about the time of such conversions. We may determine in the future to repurchase outstanding 2030 Convertible Notes from time to time in accordance with applicable SEC and other legal requirements and in consideration of market and other conditions. Any repurchases or exchanges of our outstanding 2030 Convertible Notes may affect the market price of our ordinary shares. We would expect that holders of any 2030 Convertible Notes that are repurchased or exchanged may enter into or unwind various derivatives with respect to our ordinary shares and/or purchase or sell our ordinary shares in the market to hedge their exposure in connection with these transactions (and are expected to do so, should we elect to unwind the 2030 Capped Call Transactions pro rata to the repurchased 2030 Convertible Notes). In addition, in connection with any repurchases of the 2030 Convertible Notes, the counterparties to the 2030 Capped Call Transactions (as defined below) or their respective affiliates may modify their hedge positions with respect to the 2030 Capped Call Transactions by entering into or unwinding various derivatives with respect to our ordinary shares and/or purchasing or selling our ordinary shares or other securities of ours in secondary market transactions. This activity could impact the market price of our ordinary shares at that time. The terms and conditions in the Credit Facility Agreement could adversely affect our financial condition and impact our business needs and plans. On March 3, 2026, we entered into a short-term Credit Facility Agreement with Hapoalim Bank Ltd. (the “Bank”), which provides a $500 million credit facility, available to be drawn in up to two tranches between April 1, 2026 and March 31, 2027 (the “Credit Facility Agreement”). During the term of the Credit Facility Agreement, we are not permitted to create a general floating charge on all or substantially all of our assets. The Credit Facility Agreement also includes a requirement that we maintain a Bank Debt to Free Cash Flow ratio (as defined below) that does not exceed 2.0x. If we were to anticipate non-compliance with the Bank Debt to Free Cash Flow ratio, we may take actions to maintain compliance with them. These actions may include reductions in our general and administrative expenses or capital expenditures, a decision not to request a draw under the Credit Facility Agreement, which could have an adverse effect on our business, financial condition, and results of operations. We cannot assure that our business will continue to generate sufficient cash flow from 24 operations or that future financing will be available to us in an amount sufficient to enable us to service our debt, or to fund our other liquidity needs or execute on our strategic plans. In addition, we are also required to maintain with the Bank approximately 1 billion NIS in Israeli Government Short Term Bills and a $120 million cash deposit. These requirements may affect our liquidity by reducing the amount of cash available for repurchase of our ordinary shares and/or convertible notes and general corporate purposes. If any event of default occurs the Bank could also elect to terminate its commitments or cease making further loans, accelerate the outstanding loans and require immediate repayment. For additional information relating to the Credit Facility Agreement, see Item 5.E. “Operating and Financial Review and Prospects—Recent Developments” in this annual report. We may need to raise additional funds to continue our operations, and we may be unable to raise capital when needed or on acceptable terms. From time to time, we may seek additional equity or debt financing to fund our operations, refinance our existing debt, develop new solutions and services or make acquisitions or other investments. The U.S. Federal Reserve, as well as other central banks, have raised the benchmark interest rate multiple times in the past, and there can be no assurance that rates will not remain elevated in the future. This could increase interest expense on additional debt financing and could materially adversely impact our ability to refinance existing debt upon maturity, sell assets at attractive terms, and limit our repurchase, acquisition and development activities. Our business plans may change, other general economic, financial or political conditions in our markets may change, or other circumstances, such as illiquidity, insolvency or other instabilities of the global banking system, or instabilities arising out of hostilities between Israel and its neighboring countries and regions may arise, that have a material adverse effect on our cash flow and the anticipated cash needs of our business. Any of these events or circumstances could result in significant additional funding needs, requiring us to raise additional capital. We cannot predict the timing or amount of any such capital requirements at this time. If financing is not available on satisfactory terms, or at all, we may be unable to expand our business or to develop new business at the rate desired, and our results of operations may suffer. We have made and may continue to make acquisitions and investments, which could result in operating difficulties and other harmful consequences. From time to time, we evaluate potential strategic acquisition or investment opportunities to support strategic business initiatives, such as the recent acquisitions of Base44 in June 2025 and of Hour One AI Ltd. in May 2025. Any transactions that we enter into could be material to our financial condition and results of operations. The process of integrating an acquired company, talent, business or technology, could create unforeseen operating difficulties and expenditures. We may not be able to successfully integrate the acquired personnel, operations and technologies or effectively manage the combined business following the completion of the acquisition or any other complementary businesses or technologies we acquire in the future. We may also face competition for acquisitions from larger competitors that may have more extensive financial resources, which may increase the cost or limit the availability of acquisitions. Acquisitions and investments we evaluate from time to time may carry with them a number of risks, including the following: •inability to consummate acquisitions considered significant to the future of our business; •disruption of ongoing business and diversion of management’s time and focus from operating our business; •underperformance of an acquired company or an inability to achieve synergies as planned; in part due to our inability to compete effectively in a new line of business given the lack of experience or knowledge, or other external factors, such as competitive alternatives, potential conflicts of interest, or shifting market preferences; •elevated operating costs associated with acquired businesses, such as Base44, which may erode our overall profit margins; •failure to identify significant problems, liabilities or other challenges during the due diligence process; 25 •potential incompatibility of corporate cultures; •implementation or remediation of controls, procedures and policies of the acquired company; •coordination of product, engineering and selling and marketing functions; •retention of employees or loss of key employees from an acquired company; •liabilities that are larger than we anticipate and unforeseen increased expenses or delays associated with acquisitions, including transition costs to integrate acquired businesses that may exceed the costs that we anticipate; •difficulties and additional expenses associated with supporting legacy services and products and hosting infrastructure of the acquired company; •difficulties in integrating, operating and managing an acquired company’s security and privacy infrastructure, which may be particularly challenging when acquired businesses utilize heavily customized or outdated systems, and difficulty integrating the accounting systems and operations of the acquired company; •litigation or other claims or liabilities arising in connection with an acquisition, including failure of the acquired business to comply with laws and regulations or other requirements or conditions; •adverse effects to our existing business relationships or the business relationships of our acquisition targets as a result of the acquisition or investment; •the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries; •the re-allocation of resources and personnel that are needed in other parts of our business to such acquired business; •the use of substantial portions of our available cash to consummate the acquisition; •share-based dilution as a result of equity awards assumed by us due to an acquisition and new equity grants to employees and other service providers of our acquired companies; •incurrence of significant acquisition-related costs or elevated post-acquisition costs related to earn-out or other contingent payments; and •unrealistic goals or projections for the acquisition. In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment. In the future, if our acquisitions do not yield expected returns or if the valuations supporting our acquisitions or investments change, we may be required to take charges to our operating results based on this impairment assessment process, which could adversely affect our results of operations. Additionally, a number of our strategic investments are in early-stage companies, some of which may not be revenue-generating and which are at a higher risk of winding down. Our failure to address these risks or other problems encountered in connection with acquisitions and investments we evaluate from time to time could cause us to fail to realize the anticipated benefits of such acquisitions or investments, incur unanticipated liabilities and expenses and harm our business, results of operations and financial condition. Our pricing decisions, including the introduction of AI credits, may fail to generate expected results and may adversely affect our ability to attract new users and retain existing users. We have from time to time changed the pricing of our premium subscriptions and certain business solutions, and may do so in the future. As part of our evolving pricing strategy, we may incorporate the use of prepaid AI usage units, known as AI credits, which limit usage of certain AI-powered features or services offered by the platforms we operate to the amounts of AI credits purchased by the user. Under the currently proposed pricing structure we reserve the right to change the number of AI tools and features, as well as the number of AI credits required for any feature (for instance, based on the underlying computational resources, third-party provider fees, or technical complexity required to fulfill a request). Once consumed, AI credits are non-refundable, regardless of whether the output contains errors, inaccuracies, omissions, bugs, hallucinations, interruptions, failures, or does not otherwise meets user expectations. The introduction of AI credits may also add complexity and uncertainty to our pricing structure, potentially leading to user confusion, dissatisfaction, or increased costs, and no assurance can be given that any new pricing model, price points, or the introduction of AI credits will be optimal. As a result, changes in our 26 price points, pricing model, or the structure or perceived value of AI credits could result in a loss of existing users, and could also negatively affect the willingness of new users to purchase our products and services, and may create negative perceptions about our offerings. Regulatory requirements or price controls in certain jurisdictions may restrict our ability to adjust prices. In addition, as competitors introduce new solutions, and as AI is more widely adopted in our industry, we may be unable to attract new users at the price or based on the pricing models we currently use, and we may be required to reduce prices or make ongoing adjustments in response to to competitive pressures. Alternatively, as the computing costs of AI remain elevated, we may need to further adjust our pricing model and the use of AI credits, to offset these costs. As a result, our pricing decisions may result in increased payment processing chargebacks, loss of market share and adversely affect our revenue, gross profit, profitability, financial position and cash flows. We also must determine the appropriate price to enable us to effectively compete internationally. Any of these developments could negatively impact our business, financial condition and results of operations. Our business is subject to the risks of pandemics, natural disasters, and other catastrophic events, whether due to climate change or otherwise. Our business operations are subject to interruption by various events beyond our control. Significant natural disasters, such as an earthquake, fire, hurricane or flood, or other unusual or prolonged adverse weather patterns, whether due to climate change or otherwise, public health epidemics or pandemics such as COVID-19 and its variants, political unrest, terrorism, cyber-attacks, supply chain disruptions, geopolitical instability, and other events beyond our control may cause damage or disruption to our operations, to international commerce, and to the global economy, and could have a material adverse impact on our business, operating results and financial condition. Our partners, suppliers, and users are also subject to the risk of catastrophic events. If our business continuity and disaster recovery arrangements prove to be inadequate, our services could be interrupted. In those events, our ability to deliver our services in a timely manner, as well as the demand for our services, may be adversely impacted by factors outside our control. Risks Related to Our Market and Competitive Landscape If we fail to develop and introduce new products and services, or maintain or enhance existing products and services - including those provided through us by third parties that are significant to our registered users as well as our partners, or if we fail to keep up with rapid changes in design and technology, our business may be materially adversely affected. The markets in which we compete are characterized by constant change and innovation, and we expect them to continue to evolve rapidly. Our success has been based on our ability to identify and anticipate the needs of our users and develop products that provide them with the tools they need to operate their businesses. Our future success in attracting new users, including those who create on their own, and those newer demographics of users, such as partners and enterprise users, and increasing our premium subscriptions and the revenue we generate from each subscription, will depend on our ability to improve the look, quality, functionality, performance, security, design and reliability of the variety of solutions and services we offer, including our integrated third-party business solutions, and other solutions we offer such as our Base44 offering, and suit them to the needs of our targeted users. 27 We invest significant time and effort in the research and development of new and upgraded solutions and service offerings to serve our users, including the development of vertical solutions for specific business segments, mobile applications and solutions, commerce solutions, various design elements, such as customized colors, fonts, content and other features, including through Wix Studio, our responsive editor geared towards design professionals. We have also made, and continue to make investments in a multitude of AI initiatives to enable users to build and get online faster and easier as well as improve the overall user experience. These initiatives include AI-driven text and code generation, image generation, design and layout capabilities, additional assistants, including those using voice, and analytic features. In June of 2025, we acquired Base44 which further enhanced our overall AI offering by providing users and partners the ability to create web applications using vibe coding, an intent driven way to build web applications, where users describe the desired experience in natural language and our AI generates and maintains the underlying code. Market acceptance of these and other AI Technologies remains uncertain, and our investments may not prove commercially viable or yield adequate returns. Development, testing, deployment and maintenance of AI Technologies may require significant resources and increase operating costs, with no guarantee of success. Our product research and development efforts also extend to products, features, applications, and integrations required by our partners and enterprise users, to be able to address their needs and the needs of their customers, including back-office and administrative capabilities. It can take our design team and developers months to update, code and test new and upgraded solutions and services and integrate them into our platform. Furthermore, the introduction of these new and upgraded design features, solutions and services also involves a significant amount of marketing spending. We may fail to accurately predict or respond to the changing needs of our users, such as the need for expanded online and offline commerce tools, or for emerging technological trends, such as AI based solutions. Conversely, we may overestimate the impact or adoption rate of certain technologies, including AI based solutions, leading to misallocated resources. We also need to ensure the continued collaboration with certain third-party products and services that are included in our offering and are significant to our customers, such as Google Workspace, which allows our users to create a personalized Gmail email address using their domain name. If we are unable to successfully enhance our existing products to meet evolving user and partner requirements and increase adoption and usage of our products and third-party products, if we are unable to maintain existing products provided to us by third parties that are significant to our users, if we are unable to incorporate AI into our offerings, if our efforts to increase the usage of our products are more expensive, in part due to increased AI costs, or require more development time than we expect, or if our solutions are not innovative or advanced enough or fail to achieve widespread acceptance, users and potential users may adopt the products and services of our competitors, and our revenue and competitive position could be materially adversely affected. We depend on highly skilled personnel to enhance our product and grow our business, and if we are unable to hire, integrate and retain our personnel, we may not be able to address competitive challenges and continue our growth. Our future success and ability to maintain effective growth will depend upon our continued ability to hire, integrate and retain highly skilled personnel, including senior management, engineers, designers, developers, and product managers. In addition to hiring and integrating new highly skilled employees, we must continue to focus on retaining our best employees who foster and promote our innovative corporate culture. 28 In order to remain competitive, we must continue to develop new solutions, applications and enhancements to our existing platform, which require us to compete with many other companies for software developers with high levels of experience in designing, developing and managing cloud-based software, and AI Technologies. Additionally, the availability of hybrid or remote working arrangements within our industry has further expanded the pool of companies that can compete for our employees and employment candidates. Our principal research and development activities are conducted from our headquarters in Tel Aviv, Israel, and we face significant competition for suitably skilled developers in this region, in particular given the growing number of local companies that are expanding their development activities, and the growing number of multinational corporations establishing a presence in Israel. Finally, as AI becomes more prevalent in our industry, our employees with expertise in AI Technologies may be increasingly targeted by competitors seeking to build their own AI capabilities. We also engage developers in Ukraine, Lithuania, Germany and Poland to benefit from the significant pool of talent that is more readily available in each of those markets. Due to the war initiated by Russia against Ukraine, many of our Ukrainian team relocated to countries outside of Ukraine or to different locations within Ukraine without certainty regarding their ability to continue residing in such new locations. As a result, those relocated team members may be required to relocate again to other countries, and we may be unable to retain them. Many larger companies expend considerably greater amounts on employee recruitment than we do, and may be able to offer more favorable compensation and incentive packages than we do. If we cannot attract or retain sufficient skilled research and development professionals in our existing locations or in new locations, our business, prospects and results of operations could be materially adversely affected. We have also experienced, and increasingly expect to experience, a competitive hiring environment for highly-skilled talent in additional locations in which we operate. Moreover, if we lose the services of any of our key personnel and fail to manage a smooth transition to new personnel, our business could suffer. Key personnel may further solicit other team members to leave with them, and our business could suffer from an additional loss of talent. We have entered into employment and services agreements with our executive officers and key employees that contain non-compete covenants. Despite these agreements, we may not be able to retain these officers and employees. If we cannot enforce the non-compete covenants, we may be unable to prevent our competitors from benefiting from the expertise of our former employees or prevent our employees from establishing their own competing ventures, either of which could materially adversely affect our business and results of operations. To the extent we hire personnel who were previously employed by our competitors or acquisition targets, we may be subject to allegations that they have been improperly solicited or that they divulged proprietary or other confidential information. We invest significant amounts of cash and equity to attract and retain employees, and we may never realize returns on those investments. While we intend to grant restricted share units, performance share units or other equity awards as key components of our overall compensation and employee attraction and retention efforts, we are required under U.S. GAAP to recognize compensation expense in our operating results for employee share-based compensation under our equity grant programs which may increase the pressure to limit share-based compensation, coupled with pressures from institutional shareholder proxy advisors to limit share-based compensation in order to decrease overall dilution overhang rates. Additionally, any decline in the price of our ordinary shares (directly or relative to the stock price of other companies with which we compete for talent) may adversely impact our ability to retain existing employees or to attract new employees. In addition, due to the high profile of our company, our employees may be increasingly targeted for recruitment by competitors and other companies in the technology industry, which may make it more difficult for us to retain employees and/or increase retention costs. 29 If we are unable to attract a diversified customer base, such as partners, mid-size, large and enterprise-level companies, design professionals and tech-savvy users, for which we have developed and effectively integrated more customized solutions and applications, our business, growth prospects and operating results could be adversely affected. Our business has been, and continues to be, focused in the past few years on serving users who are considering starting a business, as well as small or medium-sized businesses and ventures that are up and running but need help growing and expanding their digital capabilities. In addition, in more recent years, our business also focused on additional user demographics with whom we have less experience selling to, such as partners, as well as mid-size, large and enterprise-level companies for which we are developing new features and applications, such as back office functionality required to serve their customers’ needs or their own needs, and manage a large volume of premium subscriptions and business solutions. You should consider our future prospects in light of the challenges we may experience when selling our solutions to these additional user demographics, including our relatively short history of marketing and selling to partners, longer sales cycles, delayed execution of our product integration model following successful sale transactions, challenges in selling to potential users in highly regulated industries, and, in certain cases, our ability to migrate users of such customers to our platform. Furthermore, some potential partners may have existing relationships with our competitors or may offer competing solutions themselves, which can limit their willingness to promote our solutions. Some of our products are suited for more technically skilled users or web developers, such as Wix Studio, our website creation platform that offers advanced design and layout capabilities specifically targeted at design professionals. If we are unable to increase sales of our products intended for partners (including through partners’ revenue sharing agreements), mid-size, large and enterprise-level companies, tech-savvy users, or other customer segments we may target, and adapt our products to their needs, our estimated total addressable market may be overstated and our business, growth prospects and operating results may be adversely affected. We may face increased competition in a highly competitive market. While there are other providers who offer features similar to those found in our solutions, we believe that we do not compete with traditional web development firms as we focus not only on web development but also on quality, creativity, technology, design and complementary business solutions. Nevertheless, we do compete with aspects of the services provided by web-based website design platforms and software programs, as well as some of the service offerings of a number of template-based web builder companies and designers and large service companies who offer online commerce capabilities, domain registration and hosting services, and provide the ability for businesses, organizations, professionals and individuals to build a website using their tools or to have one built by their workforce. Newly emerging generative AI solutions, including platforms that facilitate "vibe coding" or similar highly intuitive, low-code/no-code, or AI-driven development methods, could potentially replace or significantly reduce the demand for our traditional Wix product. 30 Specifically, AI Technologies are rapidly evolving and enabling a faster software development life cycles; and our competitors are increasing the use of these technologies. Our competitors may integrate AI into their products more efficiently, successfully, cost-effectively, or quickly than we are able to, which could harm our ability to compete effectively and have a negative impact on our results and operations. In addition, some of our users and partners may also seek to build their own solutions through the use of advanced AI tools. If users increasingly rely on third-party AI platforms or other competing services, including those that offer automated or natural-language-driven website creation and hosting capabilities, demand for our website building tools, hosting products, domain names or related services could decline or pricing pressure could increase, which could materially and adversely affect our business. The widespread acceptance of any alternative AI-powered systems could eliminate the need to establish an online presence and could materially and adversely affect our business. Our ability to successfully develop and integrate AI Technologies into our products will partially depend on our ability to attract and retain employees with appropriate expertise in AI Technologies, and hence we also expect competition for AI-related talent and expertise. Additionally, we may face competition from other companies that offer solutions that are competitive with the features offered within our business solutions, such as email service providers, payment facilitators, customer service platforms, and logo designers. Similarly, we may face competition in other solutions we offer, such as Base44, which offers users the ability to deploy “vibe-code” technology and build sophisticated web applications. Furthermore, it is possible that other providers may in the future decide that offering a comprehensive platform similar to our platform represents an attractive business opportunity. In particular, if a more established company were to target our market, we may face significant competition from a company that enjoys potential competitive advantages, such as greater name recognition, a longer operating history, ability to acquire synergetic companies, more extensive commercial relationships in certain jurisdictions, substantially greater market share, larger existing user bases and substantially greater financial, technical and other resources. Such a competitor may use these advantages to offer solutions and services similar to ours at a lower price, develop different or niche solutions to compete with our current solutions and respond more quickly and effectively than we do to new or changing opportunities, technologies, standards or client requirements. We may also face competition from companies that offer their products and services to enterprise-level companies and web design agencies and development professionals, like our partners, who create a web presence for their own customers. Increased competition could result in us failing to attract users and sell premium subscriptions or business solutions, including through our partners, at the rate we expect, or maintain or increase our revenue from such premium subscribers. It could also cause us to have higher acquisition costs or force us to lower our prices or take other steps that may materially adversely impact our results of operations. If we do not or cannot maintain the compatibility of our platform and solutions with changes and developments in third-party applications, or if the third-party applications that we offer fail to keep pace with competitors’ offerings, the demand for our solutions and platform could decline. The attractiveness of our platform depends, in part, on our ability to integrate third-party applications and services which our users desire, into their websites and applications, or develop and offer those applications independently. Third-party application providers may change the features of their applications, increase their pricing, or alter the terms governing the use of their applications in an adverse manner. Further, third-party application providers may discontinue their engagement with us, or refuse to partner with us, discontinue support, or limit or restrict our access to their applications and platforms. Such changes could functionally limit or terminate our ability to use these third-party applications with our platform, which could negatively impact our offerings and harm our business. Additionally, competitors may offer functionality which our users desire, that is better than the functionality of third-party applications or integrated solutions in our platform. If we fail to integrate our platform with new third-party applications that our users need for their websites and applications or develop them independently, we may not be able to offer the functionality that our users expect, which could harm our business. Our business and prospects would be harmed if changes to technologies used in our solutions or new versions or upgrades of operating systems and Internet browsers adversely impact the process by which registered users interface with our platform. 31 The user interface for our platform is relatively simple and straightforward, which we believe has helped us to expand our user base even among users with little technical expertise. In the future, providers of Internet browsers, operating systems, mobile devices, and other technologies could introduce new features that would make it difficult to use our platform. Internet browsers for desktop or mobile devices could introduce new features, or change existing browser specifications or terms of use such that they would be incompatible with our products and solutions, or prevent end users from accessing our registered users’ sites. For example, major Internet browsers, such as Firefox, Microsoft Edge, Google Chrome or Safari, could become unstable or incompatible with HTML5-based products and solutions. Similarly, any new features introduced by operating system providers, such as Google or Apple, could adversely impact the use of our platform via our mobile application. Any changes to technologies used in our solutions, including within operating systems or Internet browsers that make it difficult for users to access our mobile application or our platform as a whole, or their users to access our registered users’ sites, may slow the growth of our user base, increase operational costs, and materially adversely impact our business and prospects. Our business will suffer if we fail to effectively acquire and service small business users. A significant portion of our premium subscriptions are from small businesses. Small businesses frequently have limited budgets and may choose to allocate resources to items other than our solutions, may be more inclined to switch to competing solutions, or may be more sensitive to price increases, especially in times of global macroeconomic uncertainty or recessions, which can have associated effects, including impacts from declines in consumer spending, international trade risks and/or imposition of trade protection measures (such as the imposition of or an increase in tariffs which would effect the amount of commerce on our platform), supply chain challenges and shortages which may impact shipping and fulfillment, high levels of inflation, illiquidity of banking systems, and increased interest rates, which may have a long-term impact on the global economy. We believe that the small business market is underserved, and we intend to continue to devote substantial resources to it, including through our partners who sell directly to their customers, some of which are small businesses. We aim to grow our revenues by adding new small business customers, selling additional business solutions to existing small business customers and retaining them on a long-term basis. If the small business market is affected by the turbulence of macroeconomic environments, if our efforts to grow sales through our partners draws attention and resources from our focus on the small business market we cater to, or if we are unable to market and sell our services to small businesses effectively, directly or through our partners, our ability to grow our revenues quickly and become profitable will be harmed. 32 Risks Related to Privacy, Data and Cybersecurity We and our third-party providers are exposed to cybersecurity risks and incidents, which may result in damage to our brand and reputation, material financial penalties, and legal liability, which could in turn materially adversely affect our business, results of operations, and financial condition. We rely on computer systems, hardware, software, technology infrastructure and online sites and networks for both internal and external operations that are critical to our business (collectively, “IT Systems”). We own and manage some of these IT Systems but also rely on third parties for a range of IT Systems and related products and services, including but not limited to cloud computing services. Due to the nature of our business, our IT Systems and the IT Systems of our third-party providers, including cloud providers, which we rely on, collect, maintain, store, and process large amounts of data. This data includes personal data relating to our personnel, job candidates, users and their visitors and customers (which we refer to as our users of users), such as email addresses, geo-location, usage data, business data, passwords, health information, and also billing information, such as credit card numbers, full names, billing addresses, phone numbers, and additional information, all of which may be, or may be perceived to be, sensitive or confidential (collectively, “personal data”), along with proprietary and confidential business data relating to our company and our users (together with personal data, “Confidential Information”). Third-party services available on our platform may also collect such Confidential Information and share it with us. We face evolving cybersecurity risks that threaten the confidentiality, integrity, and availability of our IT Systems and Confidential Information, including from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as through diverse attack vectors, such as social engineering/phishing (including voice phishing), malware (including ransomware), malfeasance by insiders, human or technological error, and as a result of malicious code embedded in open-source software, bugs, misconfigurations or other exploited vulnerabilities in our (or our suppliers’ or service providers’) IT Systems, products, services, software or hardware. Further, any integration of AI in our or any third party’s operations, products or services is expected to pose new or unknown cybersecurity risks and challenges. In addition, novel non-standard or unverified development practices, such as "vibe coding," could inadvertently introduce new, undetected security vulnerabilities into our platform. We have acquired and continue to acquire companies, such as Base44, that may have IT Systems that contain cybersecurity vulnerabilities and/or may have unsophisticated security measures, which expose us to significant cybersecurity, operational, and financial risks. Given the complexity of our systems, software and services, and despite the scanning tools that we deploy across our networks, infrastructure and products, we may not identify, mitigate, or remediate all security vulnerabilities, or apply patches, before they are exploited by a threat actor. 33 In addition, as part of our product strategy, we have partially become an open platform, which may increase access of third parties to information and data available on our platform, or increase the scope of third parties who are integrated with our platform through our App Market. As a result, we face risks of external or internal unauthorized access or leaks of user information, which may result in legal claims or proceedings (such as class actions) and negative reputational impacts that cause us to lose existing or future customers. Although we have implemented cybersecurity standards and controls, operating rules and certification requirements, including in accordance with PCI DSS and Systems and Organization Controls 2 (“SOC2”), we cannot be sure that the steps that we have taken to protect the security, availability, integrity and confidentiality of the Confidential Information we, or our users, collect, store, or transmit, will succeed in preventing inadvertent or unauthorized use or disclosure of Confidential Information. There can also be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our IT Systems and Confidential Information. Payments by Wix, for example, requires and is based on integrations with third-party vendors, service providers and payment gateways, and depends on the efficacy of secure transmission protocols and related technologies. There can be no assurance that the data security standards we have implemented, including for the collection and transmission of credit card and other payment information, or those of our third-party service providers, will adequately comply with the security standards of any jurisdiction in which we seek to market our solution. Furthermore, like many online and other companies, we and certain of our third-party Providers have experienced, and may experience in the future, cyberattacks and security incidents, as well as attempts by third parties to circumvent the security of our systems. We have experienced, and expect to continue to experience, attempts by hackers to penetrate our internal network and hosted servers. Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in using various tools and techniques, including leveraging technologies such as AI that can circumvent security controls, evade detection, and remove forensic evidence, as well as deploying sophisticated tailored advanced phishing attacks, social engineering, scraping, ransomware, computer malware, viruses, distributed denial-of-service (DDoS) attacks, a technique used by hackers to take an internet service offline by overloading its servers, and other exploitation of known and unknown vulnerabilities. As a result, we may be unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact to our IT Systems, Confidential Information or business. Moreover, retaliatory acts by Russia in response to economic sanctions or other measures taken by the international community against Russia arising from the Russian military invasion of Ukraine could include an increased number or severity of cyberattacks from Russia or its allies. Similarly, as a result of hostilities between Israel and its neighboring countries and regions, we may be increasingly targeted by malicious actors seeking to sabotage our cyber environment. The scale of some of these attacks against us in the past has caused us and some of our registered user websites to experience intermittent downtime. Although to date none of these incidents have had a material impact on our operations or financial results, there can be no assurance that any future attempts or incidents may not be material. 34 In addition, risks of internal leaks from our employees or other insiders, whether due to human error or malice, or acts of sabotage, exist, and we may not have adequate internal controls to properly monitor and prevent such leaks. We may not be successful in identifying, blocking or otherwise preventing access to our IT Systems or Confidential Information, despite our security measures. Since techniques used to obtain unauthorized access change frequently, including newer strains of malware, and ransomware, as well as attacks generated by bad actors supported by foreign governments, we may be unable to anticipate these techniques or to implement adequate preventative measures. Furthermore, given that attackers are increasingly using tools that circumvent controls and obfuscate forensic evidence, we may be unable to promptly detect, investigate, remediate or recover from a future attack or incident or avoid material adverse impact to our IT Systems, Confidential Information or business. Because we make extensive use of a supply chain of third-party suppliers and service providers, such as cloud services that support our internal and customer-facing operations, successful cyberattacks that disrupt the supply chain or result in unauthorized access to third-party systems, and which may be difficult to detect, can materially impact our operations and financial results. Additionally, our products and services are integrated with our customers’ systems and processes, and any circumvention or failure of our cybersecurity defenses or measures in relation to such systems and processes could compromise the confidentiality, integrity, and availability of our customers’ proprietary or other sensitive information. We also rely on outside parties to provide physical security for our facilities, including data centers, and any physical breach of security could result in unauthorized access or damage to our systems. If our security measures are, or are perceived to be, breached, whether because of third-party action, employee error, malfeasance or otherwise, or if design flaws in our software are exposed, exploited or abused in any way, and as a result, an unauthorized party disrupts our operations, or accesses any of our Confidential Information, users’ data or the data of their users, or otherwise gains control of our platform, or if it is perceived that any unauthorized access has occurred (such as when users utilize weak passwords or their credentials are disclosed, stolen or lost), our brand may be negatively impacted, we may be unable to acquire new users, our relationships with our users may be damaged, our registered users may choose to discontinue their premium subscriptions, we could incur increased costs of incident responses, system restoration, remediation and compliance, or other liability and could be subject to regulatory investigations, fines and litigation (including class action lawsuits); any of which may negatively impact our business, operating results or financial performance, and/or result in a decline of our share price. Even if such a data breach affects a competitor and does not arise out of our actions or inactions, the resulting concern about using our platform could negatively affect our business. We are also subject to federal, state, provincial and foreign laws regarding cybersecurity and the protection of our systems and Confidential Information. Many jurisdictions have enacted laws requiring companies to notify individuals (and regulators) of data breaches or cybersecurity incidents involving certain types of personal data, and, in addition, our agreements with certain of our providers require us to notify them in the event of a security incident. The Network and Information Systems Directive II, or NIS2, came into force in January 2023 and aims to improve the cyber security and resilience capability of organizations that contribute towards critical national 35 infrastructure by imposing obligations including cybersecurity risk management, incident reporting, management responsibilities and registration requirements on in-scope entities. EU Member States were required to adopt NIS2 into national law by October 17, 2024. National laws implementing NIS2 may require us to modify our cybersecurity practices and policies, and we could incur substantial costs as a result, and incur additional liabilities for non-compliance. These, and other mandatory disclosures, including SEC required disclosures, regarding a cybersecurity incident may lead to negative publicity and may cause our investors, registered users or providers to lose confidence in the effectiveness of our cybersecurity measures. We could be required to devote significant resources to investigate and address a security incident. Additionally, some jurisdictions, as well as our contracts with certain providers, require us to use industry-standard or reasonable measures to safeguard Confidential Information, and failure to comply with such safeguards and measures may cause harm to our operations. With respect to Wix Payments, our integrated payment processing solution, and the increased storage of Confidential Information, a violation of data privacy or security laws or contractual clauses, many of which focus on financial and payment information, could lead to reputational harm, loss of business, legal action (including class action litigation) and/or regulatory inquiries, resulting in monetary liability, other penalties or other consequences that could negatively impact our reputation and adversely affect our operating results and financial condition. Any adverse impact to the availability, integrity or confidentiality of our IT Systems or Confidential Information can result in legal claims or proceedings (such as class actions), regulatory investigations and enforcement actions, fines and penalties, negative reputational impacts that cause us to lose existing or future customers, and/or significant incident response, system restoration or remediation and future compliance costs. Any or all of the foregoing could materially adversely affect our business, operating results, and financial condition. For example, if our data security measures fail to adequately protect IT Systems or Confidential Information, we could be liable to both our users and their users for any related losses (such as fraudulent credit card transactions), as well as certain of our providers under our contractual agreements, including fines and higher transaction fees. Additionally, we could face regulatory action or face litigation, and our users and providers could terminate or materially change their relationships with us, any of which could harm our business, results of operations or financial condition. There can be no assurance that the limitations of liability in our contracts would be enforceable or adequate or would otherwise protect us from any such liabilities or damages with respect to any particular data related claim. Our existing general liability insurance coverage and coverage for errors and omissions may not continue to be available on acceptable terms or at all in the future or may not be available in sufficient amounts to cover one or more large data related claims. The insurer may also exclude certain data related events from coverage, or deny coverage for any future data related claim. The successful assertion of one or more large data related claims against us that exceeds our available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, financial condition and results of operations. 36 We are subject to data privacy and data protection laws and regulations, as well as our contractual data privacy and security obligations to third parties and to our users and their users, and failure by us or our vendors to comply with any of these regulations or obligations may result in significant liability, negative publicity, and/or an erosion of trust, which could materially adversely affect our business, results of operations, and financial condition. We are subject to data privacy and security laws and regulations adopted in Israel, Europe, the U.S., Australia, Brazil, and other jurisdictions. In recent years, there has been an increase in attention to, and regulation of, data privacy across the globe, including in the U.S. EU and UK For countries that are part of the European Economic Area (EEA), we are subject to the General Data Protection Regulation, or GDPR, and in the United Kingdom to the UK General Data Protection Regulation, or UK GDPR, which include stringent obligations in relation to our collection, control, processing, sharing, disclosure and other use of data relating to an identifiable living individual. These regimes impose comprehensive data privacy compliance requirements, including detailed disclosures about how personal data is collected and processed, procedures to ensure that appropriate legal bases are in place to justify data processing activities, particularly when processing sensitive personal data, compliance with rights for data subjects in regard to their personal data, ensuring appropriate safeguards are in place where personal data is transferred out of the EEA and the UK to certain jurisdictions, notification to data protection regulators (and in certain cases, affected individuals) of certain personal data breaches, requirements to include certain obligations in contracts, and compliance with the principle of accountability and the obligation to demonstrate compliance through policies, procedures, trainings and audit procedures. The GDPR and UK GDPR also include significant penalties for failure to comply; among others, a fine up to €20 million/£17.5 million or up to 4% of the annual worldwide turnover, whichever is greater, can be imposed under each regime. Since we are under the supervision of relevant data protection authorities in both the EEA and the UK, we may be fined under both the GDPR and UK GDPR for the same breach. Such penalties are in addition to any civil litigation claims (including class actions) for compensation or damages, and any orders to cease/change our processing of personal data or other enforcement orders, and reputational damage. The GDPR and UK GDPR also regulate cross-border transfers of personal data out of the EEA and the UK, respectively. Decisions from the Court of Justice of the European Union and regulatory guidance from regulators in the EEA and UK, have created complexity and uncertainty regarding certain transfers. We transfer EEA and UK personal data outside of the EEA and UK, including to Israel, which benefits from an adequacy decision from the EEA and UK authorities; review and variation of existing adequacy decisions could require us to take additional steps to comply with GDPR and UK GDPR requirements for certain transfers. Non-compliance with laws on data transfers could lead us to suffer additional costs, complaints and/or regulatory investigations or fines, and/or if we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our products, and the geographical location or segregation of our relevant systems and operations, and could adversely affect our business, financial condition and results of operation. 37 Additionally, other countries outside of the EEA have enacted or are considering enacting similar cross-border data transfer restrictions and laws requiring local data residency, which could increase the cost and complexity of delivering our solutions and operating our business in these countries. In addition, we are subject to evolving European Union and UK privacy laws on cookies, web beacons and similar tracking technologies, and e-marketing. In the EU and UK, regulators are increasingly focusing on compliance with requirements in the online behavioral advertising ecosystem. As regulators, activists, consumer protection organizations and third parties increasingly enforce the strict approach in recent guidance, this could lead to substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, and subject us to additional liabilities. Regulation of cookies and similar technologies, and any decline of or limitations to cookies or similar online tracking technologies as a means to identify and potentially target individuals, may lead to broader restrictions and impairments on our marketing and personalization activities and may negatively impact our efforts to better know our users. United States In the United States, there are a number of federal laws that impose limits on or requirements regarding the collection, distribution, use, security and storage of personal data of individuals. For example, in the United States, the Federal Trade Commission and state regulators enforce a variety of data privacy issues, such as promises made in privacy policies or failures to appropriately protect information about individuals, as unfair or deceptive acts or practices in or affecting commerce in violation of the Federal Trade Commission Act or similar state laws. In addition, in the United States at the state level, we are subject to a number of data privacy and security laws and regulations, including but not limited to the California Consumer Privacy Act (“CCPA”), which provides data privacy rights for California residents and imposes operational, privacy and security requirements on covered companies. The CCPA imposes fines, and creates a private right of action in relation to certain data security breaches. Following the enactment of the CCPA, comprehensive privacy statutes that share similarities with the CCPA are now in effect and enforceable in numerous other states. Additionally, we may be considered a “business associate” under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, and regulations implemented thereunder (collectively, “HIPAA”) in limited circumstances, such as when a healthcare customer enables HIPAA-related features of our platform and enters into a business associate agreement with us. In such circumstances, we may be subject to HIPAA’s privacy, security and breach notification obligations in connection with receiving or otherwise processing individually identifiable health information (“protected health information,” or “PHI”) for or on behalf of covered entities and their covered subcontractors. HIPAA also authorizes state Attorneys General to file suit on behalf of their residents. Courts may award damages, costs and attorneys’ fees related to violations of HIPAA in such cases. While HIPAA does not create a private right of action allowing individuals to sue us in civil court for violations of HIPAA, its standards have been used as the basis for duty of care in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI. 38 Any failure or perceived failure by us to comply with these laws could result in proceedings or actions against us. All of these state laws and others that are being produced or enacted, may require us to modify our data practices and policies and to incur substantial costs, effort and expenses in order to comply. In addition, the enactment of these state laws could have potentially conflicting requirements that could make compliance challenging and costly. Israel In addition, we are also subject to the Israeli Privacy Protection Law 5741-1981 (“PPL”), and its regulations, including the Israeli Privacy Protection Regulations (Data Security) 2017 (“Data Security Regulations”), which came into effect in Israel in May 2018 and impose obligations with respect to the manner certain personal data is processed, maintained, transferred, disclosed, accessed, and secured, as well as the guidelines of the Israeli Privacy Protection Authority (“IPPA”). In this respect, material changes to the Data Security Regulations may require us to adjust our data protection and data security practices, information and other technical and organizational security measures, certain organizational procedures and supervisory roles. Failure to comply with the PPL, its regulations, and guidelines issued by the IPPA may expose us to administrative fines, enforcement actions, civil claims (including class actions), and in certain cases criminal liability, and compel us to take certain remedial actions to rectify any irregularities, which may increase our costs. Amendment 13 of the PPL, which entered into effect in August 2025, significantly increased monetary sanctions that in certain cases may reach millions of NIS, for breaching the PPL and expanded the IPPA’s investigation and enforcement authority. The IPPA may initiate administrative inspection proceedings, from time to time, without any suspicion of any particular breach of the PPL, as it has done in the past with respect to dozens of Israeli companies in various business sectors. Complex, numerous, rapidly evolving laws relating to data privacy and security are often inconsistent and may be subject to amendment or re-interpretation and may be implemented in a non-uniform way in many jurisdictions around the world, and we may not be aware of every development that impacts our business. For instance, different data protection authorities in the EU have published guidelines regarding the correct usage of cookies and similar technologies; such guidelines are not always consistent in their interpretation and application of relevant laws. This may cause us to incur significant costs and expend significant effort to ensure compliance. Due to the accessibility of our services worldwide, certain foreign jurisdictions may claim that we are required to comply with their privacy or data protection laws even in jurisdictions where we have no local entity, employees or infrastructure. Where the local data privacy laws of a jurisdiction apply, we may be required to register our operations in that jurisdiction or make changes to our business so that registered users’ data or the data of their users that we collect, process and/or store is only collected, processed and/or stored in accordance with applicable local law. Some of these laws include strict localization provisions that require certain data to be stored within a particular region or jurisdiction. We strive to comply with all applicable laws, regulations, policies and legal obligations, as well as with certain industry standards relating to data privacy and security. We have certain data privacy and security-related obligations to our registered users based on our privacy policy and terms of use, and we may be contractually liable to third parties in the event we are deemed to have wrongfully processed 39 personal data. A failure by us or a third-party contractor providing services to us to comply with applicable data privacy and security laws, regulations, self-regulatory requirements or industry guidelines, or our terms of use with our users, may result in sanctions, statutory or contractual damages or litigation (including class actions) and may subject us to reputational harm. This failure may be amplified as we continue to utilize and implement different types of technology, such as AI, and as we have become a more open platform. These circumstances could force us to spend money in defense or settlement costs, result in the imposition of monetary liability, restrict or block access to our services from a certain territory, incur additional management resources, increase our costs of doing business, and adversely affect our reputation and the demand for our solutions. Government agencies and regulators continually review the data privacy and data security practices of online internet companies, including their data privacy and data security policies and processes. The possible outcome of such reviews may result in changes to our products and policies. If we are unable to comply with any such reviews or decrees that result in recommendations or binding changes, or if the recommended changes result in the degradation of our products, our business could be harmed. Governmental agencies may also request or take registered user data for national security or informational purposes, and can also make data requests in connection with criminal or civil investigations or other matters, which could harm our reputation and our business. Data privacy and protection laws and regulations could limit the use and adoption of our services, limit the user data we process for our marketing activities and adversely affect our business. Data privacy laws which restrict our storage, use, processing, disclosure, and transfer of personal data may require us to maintain an online privacy policy and terms of use that disclose our practices regarding the collection, processing, and disclosure of personal data. This may cause our users to resist providing the personal data necessary to allow them to use our platform effectively and their users may also resist providing personal data to our users due to data privacy and security concerns and could lead to the loss of current or prospective users or other business relationships. Additionally, the GDPR, UK GDPR, the CCPA and expanding “Do Not Sell” requirements or regulations, and other privacy laws and regulations restricting the use of personal data for advertising, and other legal and regulatory changes are making it easier for individuals to opt-out of having their personal data collected through an opt-out button, and to choose whether or not to be tracked online, which could result in higher rates of opting out, requests for data deletion, or prevention of our online tracking which can impact our operation and decrease the demand for our products and services. In addition, we may also become subject to new laws that regulate non-personal information. For example, the European Union’s Data Act (EU Data Act) imposes certain data and cloud service interoperability and switching obligations to enable users to switch between cloud service providers without undue delay or cost. Depending on how the EU Data Act and any similar laws are implemented, interpreted and enforced, we may have to adapt our business practices, contractual arrangements, and services in the EEA to comply with such obligations, which could impact our regional revenue and results of operations. 40 We have implemented certain measures to protect personal data, including personal data of our users of users, but as described above, these measures may not adequately address all potential data privacy concerns and security threats and may fail to meet the expectations of our users, and their users, or other stakeholders, which could thereby reduce the demand for our services. 41 Risks Related to Our Intellectual Property We are currently, and have in the past been, subject to claims by third parties of intellectual property infringement and may in the future become subject to similar or other claims that, regardless of merit, could result in litigation and materially adversely affect our business, results of operations or financial condition. We have experienced, and may continue to experience, third-party assertions that our solutions, services and intellectual property, including those based on AI Technologies, infringe, misappropriate or otherwise violate their intellectual property or other proprietary rights. Such claims, based on trademark, copyright and/or patent infringement, among other claims, may be made directly against us, or against our users or other business partners using our technology, or may be related to technology acquired through mergers and acquisitions, such as the Base44 platform. Additionally, in recent years, non-practicing entities, or NPEs, have begun purchasing or repurposing intellectual property assets for the purpose of making claims of infringement and attempting to extract settlements from companies like ours. We entered into settlement agreements in the past with NPEs and with operating companies with respect to patent infringement claims. We have also licensed patents from third parties in areas that are related to our technology to preempt our protection against future intellectual property infringement claims. Any such intellectual property claims, regardless of merit, whether resulting in litigation or not, could result in substantial expense (in particular in cases where our liability is not contractually limited) and time spent, divert the attention of management, cause significant delays in introducing new solutions or services (including those that incorporate AI), materially disrupt the conduct of our business and have a material and adverse effect on our brand, reputation, business, financial condition and results of operations. As a consequence of such claims, we could be required to pay substantial damages, develop non-infringing technology, enter into royalty-bearing licensing agreements to obtain the right to use a third party’s intellectual property, stop selling or marketing some or all of our solutions or services or re-brand our solutions or services. Any licensing agreements, if required, may not be available to us on acceptable terms or at all. If it appears necessary, we may seek to license intellectual property that we are alleged to infringe, even if we believe such claims to be without merit. If required licenses cannot be obtained, or if existing licenses are not renewed, litigation could result. In addition, third parties may assert infringement claims against our users (as well as our partners) relating to our products and solutions. These claims may require us to initiate or defend protracted and costly litigation on behalf of our users, regardless of the merits of these claims. If any of these claims succeed, we may be forced to pay damages on behalf of our users or may be required to obtain licenses for the products they use. If we cannot obtain all necessary licenses on commercially reasonable terms, our users may be forced to stop using our products. We may be unable to obtain, maintain and protect our intellectual property rights and proprietary information or prevent third parties from making unauthorized use of our technology. Our intellectual property rights are important to our business. We rely on a combination of patent, trademark, copyright, industrial designs and trade-secret laws, as well as licensing agreements and third-party nondisclosure and assignment agreements to protect our intellectual property and know-how. However, the steps we take to protect our intellectual property may be inadequate. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property. Despite our precautions, it may be possible for unauthorized third parties to copy our products and use information that we regard as proprietary to create solutions and services that compete with ours. Because of the differences in foreign trademark, patent and other laws concerning proprietary rights, our intellectual property rights may not receive the same degree of protection in foreign countries as they would in the United States and Israel. Some license provisions protecting against unauthorized use, copying, transfer and disclosure of our solutions may be unenforceable under the laws of certain jurisdictions and foreign countries. To protect our trade-secrets, know-how and other proprietary information, we enter into confidentiality and invention assignment agreements with our employees and consultants and enter into confidentiality agreements with parties with whom we have strategic relationships and business alliances and other third parties to whom we may disclose confidential information. No 42 assurance can be given that these agreements will be effective in controlling access to our trade-secrets, know-how, or proprietary information, particularly in foreign countries where the laws may not be as protective of intellectual property rights as those in Israel and the United States. Further, these agreements do not prevent others from independently developing technologies that are substantially equivalent or superior to our solutions. It is possible that others will independently develop the same or similar technology or otherwise obtain access to our unpatented technology. We have filed a number of applications for patents to protect our technologies. While we generally apply for patents in those countries where we intend to make, have made, use, or sell our products, we may not accurately predict all of the countries where patent protection will ultimately be desirable. If we fail to timely file a patent application in any such country, we may be precluded from doing so at a later date. We cannot assure you that our patent applications will be approved or that patents will be granted. We also cannot assure you that the patents issued as a result of our foreign patent applications will have the same scope of coverage as our United States patents. Many patent applications are maintained in secrecy for a period of time after they are filed, and since publication of discoveries in the scientific or patent literature tends to lag behind actual discoveries by several months, we cannot be certain that we will be the first creator of inventions covered by any patent application we make or that we will be the first to file patent applications on such inventions. There is also a risk that we could adopt a technology without knowledge of a pending patent application, which technology would infringe a third-party patent once that patent is issued. We rely on our brand and trademarks to identify our solutions to our users and to potential users, and to differentiate our solutions from those of our competitors. While we aim to acquire adequate protection for our brand through trademark registrations in key markets, occasionally, third parties may have already registered or otherwise acquired rights to identical or similar marks for solutions that also address the software market, which could also impede the success of our or our partners’ efforts to market our brand in such markets. If we are unable to adequately protect our trademarks, third parties, including partners, may use brand names or trademarks identical or similar to ours in a manner that may cause confusion to our users or confusion in the market, or dilute our brand names or trademarks, which could decrease the value of our brand. Third parties may also oppose our trademark applications, or otherwise challenge our use of the trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our products, which could result in loss of brand recognition, and could require us to devote resources for the advertising and marketing of new brands. We rely on copyright laws to protect the works of authorship (including software) created by us. We have filed a number of applications to register our copyrights, however, we do not register the copyrights in all of our copyrightable works. Copyrights of U.S. origin must be registered before the copyright owner may bring an infringement suit in the United States. Furthermore, if a copyright of U.S. origin is not registered within three months of publication of the underlying work, the copyright owner is precluded from seeking statutory damages or attorney’s fees in any United States enforcement action, and is limited to seeking actual damages and lost profits. Accordingly, if one of our unregistered copyrights of U.S. origin is infringed by a third party, we will need to register the copyright before we can file an infringement suit in the United States, and our remedies in any such infringement suit may be limited. Any of our pending or future patent, copyright or trademark applications, whether or not challenged, may not be issued with the scope of the claims we seek, if at all. We are unable to guarantee that additional patents, copyright registrations or trademark registrations will be issued to us from pending or future applications or that, if patents, copyrights or trademarks are issued to us, that they will not be challenged, invalidated or circumvented, or that the rights granted under the patents, registered copyrights or registered trademarks will provide us with meaningful protection or any commercial advantage. From time to time, we may discover that third parties, including our partners, are infringing, misappropriating or otherwise violating our intellectual property rights. However, policing unauthorized use of our intellectual property and misappropriation of our technology is difficult and expensive, and we may therefore not always be aware of such unauthorized use or misappropriation, or have adequate resources to enforce our intellectual property rights. Despite 43 our efforts to protect our intellectual property rights, unauthorized third parties may attempt to use, copy or otherwise obtain and market or distribute our intellectual property rights or technology or otherwise develop solutions with the same or similar functionality as our solutions. If competitors infringe, misappropriate or otherwise misuse our intellectual property rights and we are not adequately protected, or if such competitors are able to develop solutions with the same or similar functionality as ours without infringing our intellectual property, our competitive position and results of operations could be harmed and our legal costs could increase. We may become subject to claims for remuneration or royalties for assigned service invention rights by our contractors or employees, which could result in litigation and adversely affect our business. We enter into assignment of invention agreements with our employees pursuant to which such individuals agree to assign to us all rights to any inventions created in the scope of their employment or engagement with us. Under the Israeli Patent Law, 1967, or the Patents Law, inventions conceived by an employee or a person deemed to be an employee during the scope of their employment with a company are regarded as “service inventions,” which are owned by the employer, absent a specific agreement between employee and employer giving the employee service invention rights. The Patents Law also provides that in the absence of an agreement between the employer and employee (or a person deemed to be an employee) that prescribes whether, to what extent, and on what conditions the employee is entitled to remuneration for his or her service inventions, the employee is entitled to refer the matter to the Israeli Compensation and Royalties Committee, a body constituted under the Patents Law, which will determine whether the employee is entitled to such remuneration. The Patents Law provides general guidelines for determining this Committee-enforced remuneration, which have not yet been applied by the Committee in its rulings. Although our contractors or employees, in Israel and in the other jurisdictions in which we operate, have agreed to assign to us service invention rights, depending on the jurisdiction and governing body of law, we may face claims challenging the ownership of such invention rights and the validity of the agreements and demanding remuneration in consideration for assigned inventions, and we cannot be certain that our practices are consistent with applicable regulations in our various locations. As a consequence of such claims, we could be required to pay additional remuneration or royalties to our current or former contractors or employees, or be forced to litigate such claims, which could negatively affect our business. 44 We use open-source software in connection with our proprietary software and solutions, and we may face claims challenging the use of open-source software and/or compliance with open-source license terms. We use open-source software in connection with our software development or software we purchase within the framework of an acquisition. In the past we have faced claims challenging the use of open-source software and/or compliance with open-source license terms, and we may be subject to such claims in the future. Given the rapid adoption of AI Technologies, which can be used to develop open-source software, the availability and integration of open-source software may increase in the future. Some open-source licenses require users who distribute software containing open-source to make available all or part of such software, which in some circumstances could include valuable proprietary code of the user. The terms of many open-source licenses to which we are subject have not been interpreted by U.S. or foreign courts. As there is little or no legal precedent governing the interpretation of many of the terms of these licenses, the potential impact of these terms on our business is uncertain and may result in unanticipated obligations regarding our solutions and technologies. We cannot provide assurances that our internal policy that restricts certain open-source licenses, ensures that open-source software is not used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open-source software license will be entirely effective at preventing the forced disclosure of our proprietary source code or the payment of damages for breach of contract, in particular as our business grows and we face additional challenges in monitoring our compliance with open-source license terms. It is our view that generally there is no distribution of software in connection with the majority of our services, since no download and/or installation of software is necessary to use our services and our editing and design platform is accessible solely through the cloud, and therefore we would not need to make available all or part of our software. Part of our services, such as our mobile application for example, however, are considered a distribution of software. In addition, making Software-as-a-Service products available over a network is also deemed to be software distribution under certain open-source licenses. In those instances, if a specific open-source license requires it, we may be obligated to disclose part of our proprietary code. Any requirement to disclose our proprietary source code or pay damages for breach of contract could be harmful to our business, brand, reputation, results of operations or financial condition, and could help our competitors develop products and services that are similar to or better than ours. 45 Risks Related to Other Legal, Regulatory and Tax Matters Our business could be affected by the enactment of new governmental regulations regarding the Internet. To date, government regulations have not materially restricted the use of the Internet in most parts of the world. The legal and regulatory environment pertaining to the Internet, however, is uncertain and may change. New laws may be passed, courts may issue decisions affecting the Internet, existing but previously inapplicable or unenforced laws may be deemed to apply to the Internet or regulatory agencies may begin to rigorously enforce such formerly unenforced laws, or existing legal safe harbors may be narrowed, both by U.S. federal or state governments and by governments of foreign jurisdictions. These changes could affect: •the liability of online service providers for actions by customers, including fraud, illegal content, spam, phishing, libel and defamation, hate speech, infringement of third-party intellectual property and other abusive conduct; •other claims based on the nature and content of Internet materials, including under the DSA; •user data privacy and security issues; •consumer protection risks, including those that may place disclosure and consent requirements on automatically renewing subscriptions, and require businesses to simplify the subscription cancellation process for consumers; •competition laws, including the DMA; •digital marketing aspects; •taxation laws; •our ability to automatically renew the premium subscriptions of our users; •regulations relating to the use of AI; •restrictions on the ability to make certain telephone calls or send text messages to mobile telephone numbers; •child verification and safety issues; •cross-border e-commerce and online payments issues; and •ease of accessibility by our users to our platform, including in connection with federal or state governments in the United States, or foreign government bodies or agencies, which have in the past adopted, and may in the future adopt, laws or regulations requiring platforms to enhance their accessibility, and which we may not be fully in compliance with. We may also become subject to claims, lawsuits (including class action or individual lawsuits), government or regulatory investigations, inquiries or audits, and other proceedings. These claims, lawsuits and proceedings could include labor and employment, wage and hour, commercial, antitrust, alleged securities law violations and other matters. We expect the number of legal disputes may increase as we grow larger, as our business expands in scope and geographic reach, and as our platform and solutions increase in complexity, and we expect we will continue to face 46 additional legal disputes. We also receive media attention, which could result in increased litigation or other legal or regulatory reviews and proceedings. The adoption of any new laws or regulations, or the application, enforcement, or interpretation of existing laws or regulations to the Internet, could hinder growth in the use of the Internet and online services generally, and decrease acceptance of the Internet and online services as a means of communications, e-commerce and advertising. In addition, such changes in laws could increase our costs of doing business, subject our business to increased liability for non-compliance, subject us to class action lawsuits, or prevent us from delivering our services over the Internet or in specific jurisdictions, thereby materially harming our business and results of operations. We evaluate litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses. Based on these assessments and estimates, we may establish reserves and/or disclose the relevant litigation claims or legal proceedings, as and when required or appropriate. These assessments and estimates are based on information available to management at the time of such assessment or estimation and involve a significant amount of judgment. As a result, actual outcomes or losses could differ materially from those envisioned by our current assessments and estimates. Our failure to successfully defend or settle any of these litigation claims or legal proceedings could result in liability that, to the extent not covered by our insurance, could have an adverse effect on our business, financial condition, and results of operations. The development and integration of AI into our offerings may present regulatory and legal, risks, and result in reputational harm, liability, or other adverse consequences to our operations. The regulatory framework around the development and use of emerging AI Technologies is rapidly evolving, and many federal, state and foreign government bodies and agencies have introduced, and are currently considering, additional laws and regulations related to the development and integration of AI, machine learning, large language models (LLMs), and additional emerging data technologies, including those designed to mitigate or control for bias and discrimination in the context of AI Technologies and machine learning. In the United States, the Trump administration has rescinded and may continue to rescind existing federal orders and/or administrative policies relating to AI Technologies, or may implement new executive orders and/or other rule making relating to AI Technologies in the future. Any such changes at the federal level could require us to expend significant resources to modify our products, services, or operations to ensure compliance or remain competitive. Legislation has also been promulgated on the state level. For example, the California Privacy Protection Agency is in the process of finalizing regulations under the CCPA regarding the use of automated decision making. California also enacted eighteen new laws in 2024 that further regulate the use of AI technologies and provide consumers with additional protections around companies’ use of AI technologies, such as requiring companies to disclose certain uses of generative AI. Other states have also passed AI-focused legislation, such as Colorado’s Artificial Intelligence Act, which will require developers and deployers of “high-risk” AI systems to implement certain safeguards against algorithmic discrimination, and Utah’s Artificial Intelligence Policy Act, which establishes disclosure requirements and accountability measures for the use of generative AI in certain consumer interactions. Such additional regulations may impact our ability to develop, use, procure and commercialize AI technologies in the future. In Europe, the European Union’s Artificial Intelligence Act (the “EU AI Act”) entered into force in August 2024, establishing a comprehensive, legal framework for the regulation of artificial 47 intelligence systems across the EU. The majority of obligations under the EU AI Act will apply from August 2026. Once fully applicable, the EU AI Act will have a material impact on the way artificial intelligence is regulated in the EU, including requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, accuracy, general purpose artificial intelligence and foundation models, and introduces significant fines for non-compliance of up to 7% of worldwide annual turnover. In particular, organizations developing or deploying generative AI are required to ensure labelling and transparency of artificially generated content; regulatory guidance and codes of practice on these provisions are in the process of being developed, and the resulting legal uncertainty as these legal obligations continue to develop may require us to incur additional costs and/or adapt our products, services and operations to comply with the EU AI Act. Globally, legal frameworks on AI Technologies are ever-changing and inconsistent across jurisdictions, and we may incur additional expenses and costs associated with complying with such laws and regulations, as well as face heightened potential liability if we are unable to comply with these laws and regulations. The EU AI Act, together with developing guidance and/or decisions in this area, may affect our use of AI Technologies and our ability to provide, improve or commercialize our services, require additional compliance measures and changes to our operations and processes, result in increased compliance costs and potential increases in civil claims against us, and could adversely affect our business, operations and financial condition. It is possible that further new laws and regulations will be adopted in the United States and in other non-U.S. jurisdictions, or that existing laws and regulations, including competition and antitrust laws, may be interpreted in ways that would limit our ability to use AI Technologies for our business, or require us to change the way we use AI Technologies in a manner that negatively affects the performance of our business and the way in which we use AI Technologies. We may need to expend resources to continue implementing AI governance and controls, adjust our products or services in certain jurisdictions if the laws, regulations, or decisions are not consistent across jurisdictions. Further, the cost to comply with such laws, regulations, or decisions and/or guidance interpreting existing laws, could be significant and would increase our operating expenses (such as by imposing additional reporting obligations regarding our use of AI Technologies). Such an increase in operating expenses, as well as any actual or perceived failure to comply with such laws and regulations, could adversely affect our business, financial condition and results of operations. 48 Activities of registered users or the content of their websites could render us liable as a provider of online services, damage our reputation and brand, or harm our ability to expand and retain our base of registered users and premium subscriptions, which could adversely affect our business, financial condition and results of operations. Certain jurisdictions, including the United States and the European Union, have adopted laws relating to the liability of providers of online services for the activities of their users and other third parties, including with respect to defamation, threats or incitement to violence, the sale or purchase of illegal goods, exploitation of minors, terrorist activities, invasion of privacy and other torts, as well as copyright and trademark infringement. These laws include, among others, the Digital Services Act (“DSA”), which govern, our potential liability for illegal conduct or content on our services and may increase our compliance costs, require changes to our processes, operations and business practices and potentially subject us to significant fines if applied in a manner that does not allow to achieve compliance. In particular, we need to respond to take-down requests by users and third-parties, in a manner compliant with the specific requirements of the DSA. Certain actions of registered users that are deemed to be hostile, offensive or inappropriate to other users or to the public, or that are deemed to be infringing a third party’s intellectual property rights, or registered users acting under false or inauthentic identities or using our product to conduct illegal activities, could negatively affect our reputation and brand and impose liability on us. This particularly applies to our registered users who do not have premium subscriptions and who, therefore, maintain the “Wix” logo on their websites. Apart from monitoring selling activities of our users who elect to utilize our Wix Payments processing service and our attempts to scan and remove specific content such as content which may be deemed as child pornography or phishing patterns, we do not regularly monitor the appropriateness of the domain names our users register or the content of our registered users’ websites, and we do not have control over the activities in which our registered users engage. While we have adopted policies regarding illegal, infringing, or offensive use of our services by our registered users and retain authority to terminate domain name registrations and to take down websites that violate these policies, users could nonetheless engage in these activities without our knowledge, in particular if they utilize AI Technologies which could be leveraged to enable such activities at scale. The safeguards we have in place may not be sufficient to avoid liability on our part under applicable laws, including the EU Copyright Directive, the EU Directive on Electronic Commerce 2000/31 (“EU e-Commerce Directive”) and the DSA, or avoid harm to our reputation and brand, especially if such hostile, offensive or inappropriate use or use deemed to be an infringement of intellectual property rights was high profile, as this could adversely affect our ability to expand our registered user base, our business, and financial results. Furthermore, when users elect to utilize our white-label payment processing service Wix Payments, we may act as a payment facilitator in certain cases. In addition, we are required to monitor our users’ activity to ensure their compliance with certain standards applied by our payment networks and/or our partner payment processors. We may fail to appropriately monitor our users’ activity and be subject to liability. 49 At present, we do not require that our registered users, apart from those connected to Wix Payments, post on their websites, or require their users to agree to, any terms of service, privacy policy, disclaimer or any other contractual documentation or policy. If our users do not post the appropriate documentation and policies on their websites and require their users’ consent to be bound by the terms of such documentation and policies, or should our users fail to take steps necessary to enjoy the benefits of certain statutory safe harbors, such as those set forth in Section 512 of the United States Digital Millennium Copyright Act and Section 230 of the Communications Act of 1934, as amended by the Communications Decency Act (“CDA”), the EU Copyright Directive, the EU e-Commerce Directive or the DSA, then they may expose themselves to civil and criminal liability under applicable law, for example, where their users post information or content which is libelous, defamatory, in breach of regulation concerning unacceptable content or publications, or in breach of any third-party intellectual property rights, including as a result of output from AI tools, or, for example, where they or their suppliers fail to process personal data in accordance with applicable law. It is possible that we could also be subject to liability in such cases based on certain actions by our users. Additionally, in May 2025, the U.S. federal government enacted the 'Take It Down Act,' which establishes mandatory takedown procedures for non-consensual intimate images and other specified content. Under the act, online platforms and service providers may be required to respond to verified takedown requests from individuals and remove or restrict access to such content. Failure to comply with these obligations could subject us to civil liability, fines or regulatory enforcement. Moreover, because we do not pre-screen user content, we may face challenges in meeting the compliance timelines or verification obligations set forth in the act, particularly if user content is stored on distributed systems or served via third-party integrations. 50 Although these statutes and case law in the U.S. and elsewhere have generally shielded us from liability for user activities to date, court rulings in pending or future litigation or future regulatory or legislative amendments may narrow the scope of protection afforded to us under these laws, in particular given the uncertainty of copyright legislation with respect to content generated using AI. The CDA and the case law interpreting it generally provide that domain name registrars and website hosting providers cannot be liable for defamatory or obscene content posted by customers on registrars’ servers unless they participate in creating or developing the content. The Stop Enabling Sex Traffickers Act (SESTA) and Allow States and Victims to Fight Online Sex Trafficking Act of 2017 (FOSTA), which became effective in April 2018, amend certain portions of the CDA, which may limit the immunity previously available to us under the CDA. In the U.S., there have also been, and continue to be, various congressional and executive efforts to remove or restrict the scope of the protections available under Section 230, and courts likewise could narrow the scope of existing liability protections. If such changes occur, our current protections from liability for third-party content in the United States could decrease or change, potentially resulting in increased liability for third-party content and higher litigation costs. Such amendments to or reinterpretations of Section 230 could require significant changes to our products, business practices or operations. Any court ruling or other governmental action that imposes liability on providers of online services for the activities of their users and other third parties could harm our business. In such circumstances, we may also be subject to liability under applicable law in a way which may not be fully mitigated by the user terms of service we require our users to agree to. In addition, comparable legislation in Europe or other jurisdictions may conflict with U.S. statutes and case law, and we may not be able to benefit from safe harbors afforded by applicable law and may, in certain cases, be deemed non-compliant. Any liability attributed to us could adversely affect our brand, reputation, our ability to expand our user base and our financial position. Further, our indemnity from our registered users may also not be deemed valid in all jurisdictions or may not be fully effective as a matter of practice if any user does not have sufficient assets, insurance or other means to back that indemnity. In addition, rising concern about the use of the Internet for illegal conduct, such as the unauthorized dissemination of national security information, money laundering, AI generated deepfakes or supporting terrorist activities may in the future produce legislation or other governmental action that could require changes to our products, solutions or services, restrict or impose additional costs upon the conduct of our business or cause our registered users to abandon material aspects of our service. Any such adverse legal or regulatory developments could substantially harm our operating results and business. As a domain name registrar, we are required to comply with industry regulations and could face liability from disputes over registration and transfer of domain names. We are accredited by ICANN as a domain name registrar. ICANN oversees a number of Internet related tasks, including managing the Domain Name System (DNS), the allocation of IP addresses, the accreditation of domain name registrars and registries and the definition and coordination of policy development for all of these functions. 51 Our ability to offer domain name registration is subject to our ongoing relationship with, and continued accreditation by, ICANN. Additionally, we continue to face the risks that: •the terms of the Registrar Accreditation Agreement, or RAA, under which we are accredited as a registrar, could change in ways that are disadvantageous to us or under certain circumstances could be terminated by ICANN, thereby preventing us from operating our registrar service, or ICANN could adopt unilateral changes to the RAA that are unfavorable to us and inconsistent with our current or future plans, or that affect our competitive position; •international regulatory or governing bodies, such as the International Telecommunications Union, a specialized agency of the United Nations, or the EU, may gain increased influence over the management and regulation of the domain name registration system, leading to increased regulation and oversight; and •ICANN or any third-party registries may implement policy changes impacting or restricting our ability to operate as a domain name registrar. Additionally, as a domain name registrar, we may become aware of disputes over ownership or control of user accounts, websites or domain names, and we could face potential liability for our role in the wrongful transfer of control or ownership of accounts, websites or domain names. We could also face potential liability for our failure to renew a user’s domain. The safeguards and procedures we have adopted may not be successful in protecting us against liability from such claims in the future. Additionally, following recent Indian court rulings and guidelines, mandatory e-KYC (electronic Know Your Customer) verification is now required for all new and existing domain name registrations in India. Those requirements may add a burden to our domain registration business in India, heightened liability risk, and may make .in domains less attractive to privacy-conscious customers, and create potential for penalties, domain suspensions, or loss of registrar accreditation for non-compliance. We are subject to trade and economic sanctions and export laws that may govern or restrict our business, and we, and our directors and officers, may be subject to fines or other penalties for non-compliance with those laws. Some of our business activities may be subject to various restrictions under U.S., Israeli and EU export controls and trade and economic sanctions laws. U.S. Laws and Regulations In the United States, we may be subject to U.S. and other export control and trade and economic sanctions laws and regulations, including the Export Administration Regulations, or EAR, administered by the U.S. Department of Commerce’s Bureau of Industry and Security, or BIS, and the various sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, or OFAC, or collectively, U.S. Trade Controls. U.S. Trade Controls may prohibit or restrict our ability to, directly or indirectly, conduct activities or dealings in countries or territories that are the target of comprehensive U.S. sanctions, or collectively, U.S. Sanctioned 52 Countries, and with persons that are the target of U.S. Trade Controls-related prohibitions and restrictions. We endeavor to conduct our business in compliance with applicable U.S. Trade Controls, and have developed, implemented, and maintain policies and procedures designed to prevent unauthorized activities. However, we cannot guarantee that such protocols will be fully protective, and our failure to comply could result in adverse legal and business consequences, including civil or criminal penalties, government investigations, and reputational harm. Russia’s annexation of Crimea, recognition of two separatist republics in the Donetsk and Luhansk regions of Ukraine and subsequent military action against Ukraine have led to sanctions and other measures being levied by the United States, the European Union, the United Kingdom, Canada, Switzerland, Japan and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic, including, among others, the agreement to remove certain Russian financial institutions from the SWIFT payment system, which can significantly hinder the ability to transfer funds in and out of Russia. As a result of the conflict in Ukraine, the United States, the European Union, the United Kingdom, and other countries may implement additional sanctions, export-controls or other economic and other measures against Russia or other countries, regions, officials, individuals or industries in the respective territories. Such sanctions and other measures, as well as any potential responses from Russia or other countries to such sanctions, tensions and military actions, could adversely affect the global economy and financial markets, including heightened inflation, cyber disruptions or attacks, higher energy costs and higher supply chain costs, and could adversely affect our business, financial condition and results of operations. In response to these developments, we discontinued our commercial activities in Russia and restricted Russia-based users from accessing our platform, to the extent required under applicable sanctions regimes. We have no way to predict the progress or outcome of the conflict in Ukraine or its impacts in Ukraine, Russia, Belarus or other countries as the conflict, and any resulting government reactions, are beyond our control. The extent and duration of the military action, sanctions and resulting market disruptions could be significant and could potentially have substantial impacts on the global economy and/or our business for an unknown period of time. Any of the above mentioned factors could affect our business, financial condition and results of operations. Israeli Laws and Regulations The Israeli Trading with the Enemy Ordinance — 1939, or the Ordinance, prohibits any Israeli person from trading with enemy countries or with the residents of enemy countries. The Israeli Ministry of Finance, which is responsible for implementing the Ordinance, has currently determined enemy countries to be Iran, Lebanon and Syria (as well as Iraq which is temporarily exempt from the list), or Israeli Sanctioned Countries. The Ordinance was enacted in 1939 and does not expressly address online services. We therefore cannot state with certainty if or how the provisions of the Ordinance apply to the type of services that we provide. Although the Ordinance allows Israeli persons to apply for a permit to trade with Israeli Sanctioned Countries or their residents, we are not aware of a permit being granted or denied in the past to a person providing the type of services that we provide. 53 We have ceased providing services to users with a GEOIP address in, or a top level domain of, a U.S. Sanctioned Country. Lebanon is the only Israeli Sanctioned Country that is not also a U.S. Sanctioned Country. In addition, if it is determined by a competent court that sanctions under the Ordinance cover the type of services that we provide, then we, our officers and employees may be subject to criminal and/or civil actions. The application of indirect taxes, other tax laws or regulations could adversely affect our business and results of operations The application of indirect taxes, such as sales tax, use tax, value-added tax, gross receipts tax, and digital services tax, to our business is an evolving issue that requires ongoing judgment to evaluate our applicable tax obligations. U.S. states are becoming increasingly aggressive in asserting a nexus for business activity tax purposes and imposing sales/use taxes on products and services provided over the Internet. We and our subsidiaries could be subject to U.S. state and local taxation if a state tax authority asserts that our activities or the activities of our subsidiaries give rise to a nexus. We and our subsidiaries could also be liable for the collection of U.S. state and local sales/use taxes if a state tax authority asserts that distribution of our products over the Internet is subject to sales/use taxes. Further, if a state tax authority asserts that distribution of our products or services is subject to such sales/use taxes, our premium subscribers could also be subject to sales/use taxes, including towards their users, which may decrease the likelihood that such registered users would purchase or continue to renew their premium subscriptions and purchase business solutions. Additionally, sales of our solutions subject to value-added tax, or VAT, at the applicable rate in each jurisdiction worldwide, may increase and cause either our prices to increase or our bookings and revenue to decline. Tax collection responsibility and the additional costs associated with indirect tax collection, remittance, and audit requirements, in addition to reporting requirements, could create additional tax exposure for us and additional burdens for our users. New obligations to collect or pay taxes of any kind could substantially increase our cost of doing business. Changes in tax laws could adversely affect our tax position and financial results. New income or other tax laws or regulations could be enacted at any time, which could adversely affect our business operations and financial performance. Further, existing tax laws and regulations could be interpreted, modified, or applied adversely to us. For example, the Inflation Reduction Act, which was enacted in 2022, and the One Big Beautiful Bill Act, which was enacted in 2025, made multiple changes to U.S. federal income tax laws, which could have implications for us and also for investors. The U.S. government may continue to enact significant changes to the U.S. federal income taxation of business entities including, among others, the imposition of minimum taxes or surtaxes on certain types of income. To the extent that such changes or the related uncertainty have a negative impact on us, our suppliers or our consumers, these changes may materially and adversely impact our business, financial condition, results of operations and cash flow. 54 Furthermore, the base erosion and profit shifting, or BEPS, initiative undertaken by the Organization for Economic Cooperation and Development, or OECD, which contemplates changes to numerous international tax principles, as well as national tax incentives, may have adverse consequences on our tax liabilities, including the country-by-country reporting, permanent establishment rules, transfer pricing rules, tax treaties and taxation of the digital economy. In January 2019, the OECD announced further work in continuation of the BEPS project, focusing on two pillars. Pillar One focused on the profit allocation of large multinational enterprises (with revenue in excess of Euro 20 Billion and profitability of at least 10%) among taxing jurisdictions based on a market-based concept rather than the historical “permanent establishment” concept. Pillar Two Global Anti-Base Erosion (GloBE) is focused on developing a global minimum tax rate of at least 15% applicable to in-scope multinational enterprises (with revenue in excess of €750 million). As of 2025, GloBE rules have been enacted in most jurisdictions in which we operate through local entities. However, Pillar Two remains under negotiation and continues to evolve. In December 2025, the state of Israel enacted the Minimum Corporate Tax Law for Multinational Groups, aligning with the OECD Pillar Two framework. The law introduced a Qualified Domestic Minimum Top-Up Tax (QDMTT) mechanism, which ensures that profits of multinational group entities are subject to a minimum Effective Tax Rate in Israel. The QDMTT applies from January 1, 2026, to income generated from that date onward. For companies benefiting from tax incentives under the Encouragement of Capital Investments Law, 1959, the QDMTT framework may affect the manner in which such incentives are utilized and presented in the financial statements. In particular, certain incentives may not reduce the Effective Tax Rate below the minimum threshold set by the QDMTT for financial reporting purposes. At the same time, a proposed Israeli law has been introduced with the objective of preserving and enhancing Israel’s investment incentives while maintaining compliance with OECD guidelines. While we do not currently anticipate GLoBE to cause us to incur a material tax liability in 2025, we are monitoring developments from the OECD, governmental bodies, such as the EU, and tax authorities in the jurisdictions in which we operate, to evaluate the impact of changing global tax laws. Given these developments, we may be subject to higher tax reporting requirements, which may adversely affect our effective tax rate or result in higher cash tax liabilities. Changes in our provision for income taxes or adverse outcomes resulting from examination of our income tax returns could adversely affect our results. We are subject to income taxation in the United States, Israel and numerous other jurisdictions. Our provision for income taxes could be adversely affected by many factors, including, among other things, changes to our operating structure, including a review of our IP structure, changes in the amounts of earnings in jurisdictions with different statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws. Significant judgment may be required in applying the relevant income tax accounting guidance to determine the appropriate recognition and measurement of our income tax positions, including positions related to potential refunds of previously paid taxes. If these positions are ultimately resolved unfavorably, it could adversely affect our provision for income taxes We are also subject to the regular examination of our income tax returns by the Israeli Tax Authority, the U.S. Internal Revenue Service and other tax authorities in various jurisdictions. Tax authorities may disagree with our intercompany charges, cross-jurisdictional transfer pricing, IP structure, determine that we have a permanent establishment in foreign jurisdictions, or other matters and assess additional taxes. While we regularly assess the likelihood of adverse outcomes 55 resulting from these examinations to determine the adequacy of our provision for income taxes, there can be no assurance that the outcomes from these regular examinations will not have a material adverse effect on our results of operations and cash flow. Further, we may be audited in various jurisdictions, and such jurisdictions may assess additional taxes against us. The final determination of any tax audits or litigation could be materially different from our historical tax provisions and accruals, which could have a material adverse effect on our results of operations or cash flow in the period or periods for which a determination is made. Due to the global nature of our business, we could be adversely affected by violations of anti-corruption, anti -bribery, and anti-money laundering laws. Due to our global business, we may be subject to various anti-corruption, anti-bribery, and anti-money laundering laws. The U.S. Foreign Corrupt Practices Act of 1977, as amended, or FCPA, the UK Bribery Act 2010, or UK Bribery Act, the Proceeds of Crime Act 2002, Chapter 9 (sub-chapter 5) of the Israeli Penal Law, 1977, the Israeli Prohibition on Money Laundering Law—2000 and similar anti-fraud, anti-money-laundering and anti-bribery laws in other jurisdictions generally prohibit companies, their employees, and their intermediaries from making improper payments to foreign government officials and other persons for the purpose of obtaining or retaining business, and from otherwise being involved in receiving and/or transferring the proceeds of criminal activities. In addition, companies are required to maintain records that accurately and fairly represent their transactions and have an adequate system of internal accounting controls. We operate in areas of the world that experience corruption, and, in certain circumstances, compliance with anti-bribery laws may conflict with local customs and practices. We operate in several countries and provide our services to users around the world, which geographically stretches our compliance obligations. In addition, changes in laws could result in increased regulatory requirements and compliance costs which could adversely affect our business, financial condition and results of operations. We cannot assure that our employees, including those engaged in sales activities, agents, partners, or third-party representatives will not engage in prohibited conduct and render us responsible under the FCPA, the UK Bribery Act or any similar anti-bribery laws in other jurisdictions, or that we have the proper training and awareness measures for such employees. If we are found to be in violation of the FCPA, the UK Bribery Act or other anti-bribery laws (either due to acts or inadvertence of our employees, agents, partners, or third-party representatives or due to the acts or inadvertence of others), we could be faced with whistleblower complaints, suffer criminal or civil penalties or other sanctions, which could have a material adverse effect on our business, results of operations, cash flows, financial condition, reputation and ability to win future business or maintain existing contracts. Existing federal, state and foreign laws and regulations governing the sending of commercial emails and other consumer protection laws, could impact the use of our products and potentially subject us and our users to regulatory enforcement or private litigation. Certain regulatory regimes, such as the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, or the CAN-SPAM Act, establish specific requirements for commercial email messages and specific penalties for the transmission of commercial email messages that are intended to deceive the recipient as to source or content, and obligates, among other things, the sender of commercial emails to provide recipients with the ability to opt out of receiving future 56 commercial emails from the sender. In addition, certain states and foreign jurisdictions prohibit sending unsolicited emails unless the recipient has provided the sender with advance consent to receive such email. We may be found liable in the event we are deemed to have been non-compliant with any such requirements. Furthermore, the ability of our users to opt out from receiving commercial emails from us, or our ability to successfully deliver commercial emails due to third-party email providers limiting exposure to such communications, may decrease the effectiveness of our email marketing strategy and may subject us to legal exposure if we do not adequately honor the user’s opt out request. Compliance with other consumer protection laws and regulations such as the Federal Restore Online Shoppers Confidence Act of 2010, or ROSCA, addressing disclosure requirements for subscription auto-renewals, refund policies and our terms of use, could increase our costs of doing business, could decrease customer satisfaction by reducing opportunities for us to engage in tailored retention efforts, subject our business to increased liability for non-compliance, and could materially harm our business and results of operations. We may also potentially be subject to further legal exposure in the event our users are non-compliant with any of the above laws, regulations and any regulatory and industry standards with respect to their users. 57 Risks Related to Our Ordinary Shares Our share price may be volatile, and you may lose all or part of your investment. Our ordinary shares were first offered publicly in our initial public offering, or IPO, in November 2013, at a price of $16.50 per share, and have subsequently traded as high as $362.07 per share and as low as $14.28 per share through February 16, 2026. From January 1, 2025 through February 16, 2026, our ordinary shares traded as high as $247.11 per share and as low as $67.66 per share. In addition, the market price of our ordinary shares could be highly volatile and may fluctuate substantially as a result of many factors, some of which are beyond our control, including, but not limited to: •actual or anticipated fluctuations in our and our competitors’ results of operations, or the competitive landscape generally; •variance in our and our competitors’ financial performance from the expectations of market analysts; •announcements by us or our competitors or other global corporations of significant business developments, changes in service provider relationships, acquisitions or expansion plans; •announcements of technological innovations by us or our competitors; •changes in the prices of our solutions; •developments concerning regulations that may impact our business, or our involvement in litigation, including regarding intellectual property rights; •breaches of cyber security or privacy incidents, and the costs associated with any such incidents and remediation; •our sale or purchase of ordinary shares or other securities in the future, or such sales or purchases by our significant shareholders, or executive officers or directors; •market conditions in our industry; •changes in key personnel; •the trading volume of our ordinary shares; •short selling activities; •the commencement or termination of any share repurchase program; •changes in the estimation of the future size and growth rate of our markets; and •general economic and market conditions or other global circumstances beyond our control, such as elevated inflation, interest rates, currency fluctuations, changes in international trade policies or imposition of tariffs, instability of banking systems, the wars and hostilities between Israel and its neighboring countries and regions, and between Ukraine and Russia. If the market for technology stocks experiences a loss of investor confidence, the trading price of our ordinary shares could decline for reasons unrelated to our business, operating results or financial condition. The trading price of our ordinary shares might also decline in reaction to events affecting other companies in our industry even if these events do not directly affect us. In addition, the stock markets have experienced and may continue to experience extreme price and volume fluctuations. Broad market and industry factors may materially harm the market price of our ordinary shares, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against that company. If we were involved in any similar litigation, we could incur substantial costs and our management’s attention and resources could be diverted. Our failure to meet our financial guidance or any component thereof in any given quarter or year may result in a decline in the market price of our ordinary shares. We may release guidance in our quarterly earnings conference calls, quarterly earnings releases, analyst days or otherwise, based on predictions by management, which are necessarily speculative in nature. Our guidance, which may be multi-year in nature, may vary materially from actual results for a variety of reasons. If our revenue, bookings, free cash flow, or other operating results or profitability measures, or the rate of growth of such measures, fall below the expectations of our investors, or below any 58 forecasts or guidance we may provide to the market, or if the forecasts we provide to the market are below the expectations of analysts or investors, the price of our ordinary shares could decline substantially. Such a stock price decline could occur even when we have met our own or other publicly stated revenue, bookings, free cash flow, or earnings forecasts. Our failure to meet our own or other publicly stated revenue, bookings, free cash flow or other forecasts, or even when we meet our own forecasts but fall short of securities analyst or investor expectations, could cause our stock price to decline and expose us to lawsuits, including securities class action suits. Such litigation could impose substantial costs and divert management's attention and resources. We cannot guarantee that we will obtain the required approval for future increases to our repurchase program, if applicable, or that we will repurchase any of our ordinary shares pursuant to our announced repurchase program or that our repurchase program will enhance long-term shareholder value. In July 2024, our board of directors authorized a repurchase program under which up to a total of $200 million was available to purchase our ordinary shares and/or convertible notes. Subsequently, our board of directors approved, in February 2025, a new repurchase program under which up to a total of $200 million was available to purchase our ordinary shares and/or convertible notes, and in August 2025 the Board authorized an increase to such program by an additional amount of $200 million. In January 2026, the Board authorized a two-year program to repurchase the Company’s securities (ordinary shares and/or convertible notes) in an aggregate amount up to $2 billion (inclusive of any unused amounts under the prior repurchase program). As of March 4, 2026, the aggregate amount available under the repurchase program is $2 billion. As more fully described in Item 5.E. “Operating and Financial Review and Prospects—Recent Developments,” on March 5, 2026, we announced that we commenced a “modified Dutch Auction” tender offer to purchase up to $1,750 million in aggregate purchase price of our ordinary shares. The specific timing and amount of repurchases under the repurchase program, whether pursuant to such tender offer or otherwise, will depend upon several factors, including market and business conditions, the trading price of our ordinary shares, and the nature of other acquisition or investment opportunities. In addition, our ability to repurchase may be limited by law, action by creditors, regulatory authority or agreements with third parties. In addition, we need liquidity sufficient to fund payments of repurchases of ordinary shares and/or convertible notes. Repurchases of our ordinary shares and/or convertible notes pursuant to our repurchase program could affect the market price of our ordinary shares or increase its volatility, and could potentially reduce the market liquidity for our ordinary shares. Additionally, our repurchase program could significantly diminish our cash reserves or increase our debt leverage, which may impact our ability to respond to unforeseen liquidity needs, finance future growth, repay debts, and to pursue possible future strategic opportunities and acquisitions due to constrained capital. There is no assurance that our repurchase program will enhance long-term shareholder value, and short-term share price fluctuations could reduce the repurchase program’s effectiveness. Future sales of our ordinary shares by our principal shareholders or directors and officers, or the perception that such sales could occur, may cause the market price of our ordinary shares to decline. If our existing shareholders, particularly our largest shareholders, our directors, their affiliates, or our executive officers, sell a substantial number of our ordinary shares in the public market, the market price of our ordinary shares could decrease significantly. This includes sales by our four largest shareholders who, as of January 31, 2026, beneficially owned approximately 28.2% of our ordinary shares in the aggregate. We cannot predict what effect, if any, future sales of our ordinary shares, or the availability of our ordinary shares for future sale, will have on the market price of our ordinary shares. Sales of substantial amounts of our ordinary shares in the public market by us or these shareholders, or the perception that such sales could occur, could adversely affect the market price of our ordinary shares, may make it more difficult for investors to sell ordinary shares at a time and price which such investors deem appropriate, and could impair our future ability to obtain capital, especially through an offering of equity securities. As of January 31, 2026, 5,977,396 ordinary shares are subject to outstanding options, performance share units (“PSUs”), and restricted share units (“RSUs”), awards granted to employees, office 59 holders, and other service providers under our share incentive plans, of which 2,619,367 are ordinary shares issuable under currently exercisable share options. Upon issuance, such shares may be freely sold in the public market, except for shares held by affiliates who have certain restrictions on their ability to sell. In addition, as discussed in Item 5.E. “Operating and Financial Review and Prospects—Recent Developments,” upon the closing of the Private Placement, we issued and sold to the Purchasers an aggregate of 3,266,699 ordinary shares (equal to approximately 5.9% of our outstanding ordinary shares as of January 31, 2026) and, additionally, Warrants in respect of 816,674 underlying ordinary shares. If exercised, Warrants will be settled by net share settlement or cash settlement, at our election, so the ultimate number of ordinary shares that can be issued will depend on a number of factors, including the market price of our ordinary shares at the time, and cannot be ascertained at this time, but may be significant. In connection with the Private Placement, the Purchasers have entered into lock-up agreements with us pursuant to which they have agreed that they will not, among other things, and subject to certain exceptions, sell, transfer, or otherwise dispose of the ordinary shares, and Warrants issued to them in the Private Placement, or any ordinary shares that may be issuable to them upon the exercise of the Warrants, during the period ending one year after the closing date of the Private Placement, without our prior written consent. Following the expiration of the lock-up period, these ordinary shares issued to the Purchasers, and any additional ordinary shares that may be issued to the Purchasers upon exercise of the Warrants, may be freely sold in the public market. Furthermore, pursuant to the Purchase Agreement, we may be required to file a registration statement registering the resale of the ordinary shares issued to the Purchasers in the Private Placement and any additional ordinary shares issuable to the Purchasers upon the exercise of the Warrants. As a result, this may cause dilution to our shareholders’ equity, which may decrease the market price of our ordinary shares. Our business could be negatively affected as a result of the actions of activist shareholders, and such activism could impact the trading value of our securities. In recent years, U.S. and non-U.S. companies listed on securities exchanges in the United States have been faced with governance-related demands from activist shareholders, unsolicited tender offers and proxy contests. Although as a foreign private issuer we are not subject to U.S. proxy rules, responding to any action of this type by activist shareholders could be costly and time-consuming, disrupting our operations and diverting the attention of management and our employees. Such activities could interfere with our ability to execute our long-term and short-term strategic plans. In addition, a proxy contest for the election of directors at our annual meeting would require us to incur significant legal fees and proxy solicitation expenses and require significant time and attention by management and our board of directors. The perceived uncertainties arising from such actions of activist shareholders also could affect our brand, reputation, and the price of our securities. As a foreign private issuer whose shares are listed on the NASDAQ Global Select Market, we may follow certain home country corporate governance practices instead of certain NASDAQ requirements, and the loss of foreign private issuer status could adversely affect us. As a foreign private issuer whose shares are listed on The NASDAQ Global Select Market, or NASDAQ, we are permitted to follow certain home country corporate governance practices instead of certain requirements of the rules of NASDAQ. We currently follow home country practice regarding quorum requirements, the distribution of annual and interim reports and the determination if shareholder approval is required before issuing securities or adopting or amending equity-based compensation plans. In the future, we may elect to follow home country practice in Israel for other matters, such as the NASDAQ requirement to have separate executive sessions of independent directors without management present or the NASDAQ requirement for the timing of annual shareholder meetings. Accordingly, our shareholders may not be afforded the same protection as provided under NASDAQ corporate governance rules. Following our home country governance practices as opposed to the requirements that would otherwise apply to a United States company listed on NASDAQ may provide less protection than is accorded to investors of U.S. domestic issuers. See Item 16G. “Corporate Governance.” 60 As a foreign private issuer, we are not subject to U.S. proxy rules or Regulation FD and are exempt from filing certain Exchange Act reports, and the loss of foreign private issuer status could adversely affect us. As a foreign private issuer, we are exempt from the rules and regulations under the United States Securities Exchange Act of 1934, as amended, or the Exchange Act, related to the furnishing and content of proxy statements, our principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act, and our officers and directors are exempt from the short-swing profit recovery provisions contained in Section 16 of the Exchange Act. We are also exempt from Regulation FD, which prohibits issuers from making selective disclosures of material non-public information. In addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC, as frequently or as promptly as domestic companies whose securities are registered under the Exchange Act. In order to maintain our current status as a foreign private issuer, more than 50% of our outstanding voting securities must not be directly or indirectly owned by residents of the U.S., or we must not have any of the following: (i) a majority of our executive officers or directors being U.S. citizens or residents, (ii) more than 50% of our assets being located in the U.S., or (iii) our business being principally administered in the U.S. Although we have elected to comply with certain U.S. regulatory provisions, our loss of foreign private issuer status would make such provisions mandatory. In addition, if we were to no longer qualify as a foreign private issuer, the regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher. If we did not qualify as a foreign private issuer, we would be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer, and we also could be required to modify certain of our policies to comply with good governance practices associated with U.S. domestic issuers, which would involve additional costs. The loss of foreign private issuer status could eliminate our ability to rely upon exemptions from certain NASDAQ corporate governance requirements that are available to foreign private issuers. In June 2025, the SEC issued a concept release, seeking public comment on the definition of foreign private issuer. The SEC is considering revisions that could significantly impact which foreign companies qualify for the more-relaxed U.S. reporting requirements afforded to foreign private issuers. The concept release outlines several potential approaches to revising the “foreign private issuer” definition, including updating existing eligibility criteria, adding a foreign trading volume requirement and incorporating an assessment of foreign regulation. The comment period expired in September 2025. There is currently no indication of any timing on any related proposed rulemaking. If the SEC amends the definition of “foreign private issuer” to include requirements with which we do not currently comply, we would lose our status as a foreign private issuer. If a United States person is treated as owning at least 10% of our shares (including constructively through the ownership of our 2030 Convertible Notes), such holder may be subject to adverse U.S. federal income tax consequences. If a United States person is treated as owning (directly, indirectly or constructively through the ownership of our 2030 Convertible Notes) at least 10% of the value or voting power of our shares, such person may be treated as a “United States shareholder” with respect to each “controlled foreign corporation” in our group (if any). Because our group includes one or more U.S. subsidiaries, certain of our non-U.S. subsidiaries could be treated as controlled foreign corporations regardless of whether we are treated as a controlled foreign corporation. A United States shareholder of a controlled foreign corporation may be required to report annually and include in its U.S. taxable income its pro rata share of the controlled foreign corporation’s “Subpart F income,” “global intangible low-taxed income” and investments in U.S. property, regardless of whether the controlled foreign corporation makes any distributions. An individual that is a United States shareholder with respect to a controlled foreign corporation generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a United States shareholder that is a U.S. corporation. Failure to comply with these reporting obligations may subject you to significant monetary penalties and may prevent the statute of limitations with respect to your U.S. federal income tax return for the year for which reporting was due from starting. We cannot provide any assurances that we will assist investors in determining whether any of our non-U.S. subsidiaries are treated as a controlled foreign corporation or whether such 61 investor is treated as a United States shareholder with respect to any of such controlled foreign corporations or furnish to any United States shareholders information that may be necessary to comply with the aforementioned reporting and tax paying obligations. The U.S. Internal Revenue Service has provided limited guidance on situations in which investors may rely on publicly available information to comply with their reporting and tax paying obligations with respect to foreign-controlled controlled foreign corporations. A United States investor should consult its advisors regarding the potential application of these rules to an investment in our ordinary shares. We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our ordinary shares. We would be classified as a passive foreign investment company, or PFIC, for any taxable year if, after the application of certain look-through rules, either: (i) 75% or more of our gross income for such year is “passive income” (as defined in the relevant provisions of the Internal Revenue Code of 1986, as amended, or the Code), or (ii) 50% or more of the value of our assets (determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income. Based on the trading price of our ordinary shares and the composition of our income, assets, and operations, we do not expect to be treated as a PFIC for U.S. federal income tax purposes for the taxable year that ended on December 31, 2025, and we do not expect to be treated as a PFIC for our current taxable year. However, this is a factual determination that must be made annually after the close of each taxable year. Moreover, the value of our assets for purposes of the PFIC determination generally will be determined by reference to the trading price of our ordinary shares, which could fluctuate significantly. Therefore, there can be no assurance that we will not be classified as a PFIC in any taxable year. Certain adverse U.S. federal income tax consequences could apply to a U.S. Holder (as defined in Item 10.E. below) if we are treated as a PFIC for any taxable year during which such U.S. Holder holds our ordinary shares. Accordingly, each U.S. Holder of our ordinary shares should consult its own tax advisor as to the potential effects of the PFIC rules. See Item 10.E. “Additional Information—Taxation—United States Federal Income Tax Considerations.” Provisions of Israeli law and our articles of association may delay, prevent or make undesirable an acquisition of all or a significant portion of our shares or assets. Provisions of Israeli law and our articles of association could have the effect of delaying or preventing a change in control and may make it more difficult for a third party to acquire us or our shareholders to elect different individuals to our board of directors, even if doing so would be considered to be beneficial by some of our shareholders, and may limit the price that investors may be willing to pay in the future for our ordinary shares. Among other things: •Israeli corporate law regulates mergers and requires that a tender offer be effected when more than a specified percentage of shares in a company are purchased; •Israeli corporate law does not allow public companies to adopt shareholder resolutions by written consent, thereby requiring all shareholder actions to be taken at a general meeting of shareholders; •our articles of association divide our directors into three classes, each of which is elected once every three years; •our articles of association generally require a vote of the holders of a majority of our outstanding ordinary shares entitled to vote at a general meeting of shareholders and voting in person or by proxy at the meeting, and the amendment of a limited number of provisions, such as the provision dividing our directors into three classes or the removal of a director, requires a vote of the holders of 662/3% of our outstanding ordinary shares entitled to vote at a general meeting and voting in person or by proxy at the meeting; •our articles of association require that director vacancies may only be filled by our board of directors; and •our articles of association prevent “business combinations” with “interested shareholders” for a period of three years after the date of the transaction in which the person became an interested shareholder, unless the business combination is approved in accordance with our articles of association by a general meeting of our shareholders or satisfies other requirements specified in our articles of association. 62 Further, Israeli tax considerations may make potential transactions undesirable to us or to some of our shareholders whose country of residence does not have a tax treaty with Israel granting tax relief to such shareholders from Israeli tax. With respect to mergers, Israeli tax law allows for tax deferral in certain circumstances but makes the deferral contingent on the fulfillment of numerous conditions, including a holding period of two years from the date of the transaction during which certain sales and dispositions of shares of the participating companies are restricted. Moreover, with respect to certain share swap transactions, the tax deferral is limited in time, and when such time expires, the tax becomes payable even if no actual disposition of the shares has occurred. See Item 10.B. “Additional Information—Memorandum and Articles of Association.” Risks Relating to Our Incorporation and Location in Israel The War and Other Conditions in Israel could adversely affect our business. We are incorporated under Israeli law and our principal executive offices are located in Israel. Accordingly, political, economic and military conditions in Israel directly affect our business. Since the State of Israel was established, a number of armed conflicts have occurred between Israel and its Arab neighbors. On October 7, 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Following the attack, Israel’s security cabinet declared war against Hamas, and a military campaign against Hamas commenced in parallel to continued rocket and terror attacks by Hamas. Following the attacks by Hamas, Hezbollah, a terrorist organization based in Lebanon, and Iran, both directly and through proxies like the Houthi movement in Yemen, armed groups in Iraq and other terrorist organizations, also launched attacks against Israel. Additionally, following the fall of the Assad regime in Syria, Israel has conducted limited military operations targeting the Syrian army, Iranian military assets and infrastructure linked to Hezbollah and other Iran-supported groups. On February 28, 2026, Israel and the United Stated launched a joint attack on Iran, targeting key officials, military commanders and facilities, including the assassination of the Iran’s Supreme Commander and other key officials and military commanders. In retaliation, Iran launched hundreds of ballistic missiles and drones against civilian targets in Israel and against U.S. military bases, civilian aviation facilities and other civilian targets in several countries in the Persian Gulf, including Jordan, Kuwait, Bahrain Qatar, Iraq, Saudi Arabia and United Arab Emirates. The war has also led to widespread airspace closures in the region. The intensity and duration of Israel’s war and hostilities against Hamas, Hezbollah, Iran, and other neighboring countries and regions is difficult to predict, as are economic implications on our business and operations and on Israel's economy in general. In the event that the situation escalates into an even greater regional conflict or our facilities are damaged as a result of hostile actions, or hostilities otherwise disrupt our ongoing operations, our ability to provide services could be materially and adversely affected. Our commercial insurance does not cover direct losses that may occur as a result of events associated with the security situation in the Middle East, such as damages to our facilities resulting in disruption of our operations. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or will be adequate in the event we submit a claim. During war and hostilities with Israel and its neighboring countries and regions, the Israel Defense Force (IDF) has called up several hundred thousand of its reserve forces to serve. Certain of our employees (including key employees) and/or their family members were called to active military reserve duty. The war and possibility of escalation may require a significant number of our Israeli employees to serve in active reserve duty, and as a result, our operations could be disrupted for extended periods of time. The absence of our employees due to their military service in the future could materially adversely affect our business and results of operations, especially if we are unable to replace these key employees with other personnel qualified in information technology and data optimization. These events may be intertwined with wider macroeconomic indications of a deterioration of Israel’s economic standing that may involve an additional downgrade in Israel’s credit rating by rating agencies, which may have a material adverse effect on our company and its ability to effectively conduct its operations. 63 The global perception of Israel and Israeli companies, influenced by actions by international judicial bodies, may lead to increased sanctions and other negative measures against Israel, as well as Israeli companies and academic institutions. There is also a growing movement among countries, states, activists, and organizations to boycott Israeli goods, services and academic research, restrict business with Israel, or divest from Israeli companies. If these efforts become widespread, along with any future rulings from international tribunals against Israel, they could significantly and negatively impact our business operations. Additionally, a number of countries, principally in the Middle East, still restrict doing business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies if hostilities in Israel or political instability in the region continue or increase, including as a result of the war which may further agitate the hostilities. These restrictions may significantly limit our ability to distribute our products to users in these countries or establish distributor relationships with companies operating in these regions. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its present trading partners, or significant downturn in the economic or financial condition of Israel, could adversely affect our operations, cause our revenues to decrease and adversely affect the share price of publicly traded companies having operations in Israel, such as us. Moreover, individuals in certain geographical regions may refrain from doing business with Israel and Israeli companies as a result of their objection to Israeli foreign or domestic policies. We may also continue to be targeted by cyber-terrorists because of being an Israeli company. Finally, the current Israeli government is pursuing extensive changes to Israel’s judicial system. In response to the foregoing developments, certain individuals, organizations and institutions, both within and outside of Israel, have indicated that such proposed changes, if adopted, or the impact thereof, may individually or in the aggregate adversely affect the Israeli economy and our ability to do business, financial condition, results of operations, growth prospects, and ability to raise additional funds, if deemed necessary by our management and board of directors. The tax benefits that are available to us require us to continue to meet various conditions and may be terminated or reduced in the future, which could increase our costs and taxes. The Israeli Law for the Encouragement of Capital Investments, 1959, referred to as the Investment Law, was amended as part of the Economic Efficiency Law that became effective on January 1, 2017, or Amendment 73, under which a new incentive regime would apply to “Preferred Technological Enterprises” and “Special Preferred Technological Enterprises” that meet certain conditions stipulated under Amendment 73. In 2023 and 2024, we did not utilize the tax benefits under the Investment Law, as we had carry-forward losses for Israeli tax purposes. In 2025, we are expected to generate taxable income in Israel, and we expect to be eligible for benefits as a “Preferred Technological Enterprise”. As a result, the applicable corporate tax rate is expected to be reduced to 12%, and dividend distributions will be subject to a 20% withholding tax. In order to be eligible for the tax benefits for “Preferred Technological Enterprises,” we must continue to meet certain conditions stipulated in the Investment Law and its regulations, as amended. Further, in the future these tax benefits may be reduced or discontinued. If these tax benefits are reduced, cancelled or discontinued, our Israeli taxable income would be subject to regular Israeli corporate tax rates. The standard corporate tax rate for Israeli companies is 23%. Additionally, if we increase our activities outside of Israel through acquisitions, for example, our expanded activities might not be eligible for inclusion in future Israeli tax benefit programs. See Item 10.E. “Additional Information—Taxation—Israeli Tax Considerations and Government Programs.” 64 It may be difficult to enforce a U.S. judgment against us, our officers and directors and the Israeli experts named in this annual report in Israel or the United States, or to assert U.S. securities laws claims in Israel or serve process on our officers and directors and these experts. We are incorporated in Israel. Only some of our directors and none of our executive officers are resident in the United States. Our independent registered public accounting firm is not a resident of the United States. Most of our assets and the assets of these persons are located outside the United States. Therefore, it may be difficult for an investor, or any other person or entity, to enforce a U.S. court judgment based upon the civil liability provisions of the U.S. federal securities laws against us or any of these persons in a U.S. or Israeli court, or to effect service of process upon these persons in the United States. Additionally, it may be difficult for an investor, or any other person or entity, to assert a claim based on U.S. securities laws in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws on the grounds that Israel is not the most appropriate forum in which to bring such a claim. Even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing the matters described above. Your rights and responsibilities as our shareholder are governed by Israeli law which may differ in some material respects from the rights and responsibilities of shareholders of U.S. corporations. Since we are incorporated under Israeli law, the rights and responsibilities of our shareholders are governed by our articles of association and Israeli law. These rights and responsibilities differ in some material respects from the rights and responsibilities of shareholders of U.S. corporations. In particular, a shareholder of an Israeli company has a duty to act in good faith and in a customary manner in exercising its rights and performing its obligations towards the company and other shareholders and to refrain from abusing its power in the company, including, among other things, in voting at the general meeting of shareholders on certain matters, such as an amendment to the company’s articles of association, an increase of the company’s authorized share capital, a merger of the company and approval of related party transactions that require shareholder approval. A shareholder also has a general duty to refrain from discriminating against other shareholders. In addition, a controlling shareholder or a shareholder who knows that it possesses the power to determine the outcome of a shareholders’ vote or to appoint or prevent the appointment of an office holder in the company or has another power with respect to the company, has a duty to act in fairness towards the company. However, Israeli law does not define the substance of this duty of fairness. See Item 6.C. “Directors, Senior Management and Employees—Board Practices.” Some of the parameters and implications of the provisions that govern shareholder behavior have not been clearly determined. These provisions may be interpreted to impose additional obligations and liabilities on our shareholders that are not typically imposed on shareholders of United States corporations. Additionally, the quorum requirements for meetings of our shareholders are lower than is customary for U.S. domestic issuers. As permitted under the Companies Law, pursuant to our articles of association, the quorum required for an ordinary meeting of shareholders will consist of at least two shareholders present in person, by proxy or by other voting instrument in accordance with the Companies Law, who hold at least 25% of our outstanding ordinary shares (and in an adjourned meeting, with some exceptions, any number of shareholders). For an adjourned meeting at which a quorum is not present, the meeting may generally proceed irrespective of the number of shareholders present at the end of half an hour following the time fixed for the meeting (unless the meeting was called pursuant to a request by our shareholders, in which case the quorum required is the number of shareholders required to call the meeting according to the Companies Law).