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A. History and Development of the Company
We were incorporated in Israel in 1987 and are subject to the laws
of the State of Israel. We are a public limited liability company under the Israeli Companies Law and operate under that law and associated
legislation. Our corporate headquarters, executive offices, and main research and development and engineering facilities, as well as facilities
for product assembly, are located at Gilat House, 21 Yegia Kapayim Street, Kiryat Arye, Petah Tikva 4913020, Israel. Our telephone number
is (972) 3-925-2000. Our address in the U.S. is c/o Wavestream Corporation at 545 West Terrace Drive, San Dimas, California 91773. Our
website address is www.gilat.com. The information on our website, or that can be accessed through, is not incorporated by reference into
this Annual Report.
We are a global provider of satellite-based broadband communications,
developing and manufacturing ground-segment equipment, including our cloud-based network platform, VSAT terminals, modems, on-the-move
and IFC ESA antennas, SSPAs, BUCs, and transceivers, and delivering integrated end-to-end connectivity solutions for broadband, mobility,
enterprise, government, and defense applications. We also provide managed connectivity services over networks we deploy and operate, primarily
under BOT and BOO models. Our customers include satellite operators, communication and mobile network providers, system integrators, and
government and defense organizations worldwide, supported by global sales and service offices, Network Operations Centers, and R&D
centers in Israel, the United States, and Europe.
We shipped our first generation VSAT in 1989, and since then, we
have been among the technological leaders in the satellite ground equipment industry. Our continuous investment in research and development
has resulted in the development of new and industry leading products and our intellectual property portfolio includes 68 issued patents
(50 U.S. and 18 foreign) relating to our VSAT and other systems as well as 4 issued patents in the U.S. relating to our satellite communication
on the move antenna solutions and 14 issued patents (4 U.S. and 10 foreign) for our high power SSPAs, and other systems.
Recent Developments
On June 17, 2024, we, through our subsidiary Wavestream Corporation,
entered into a Membership Interest Purchase Agreement with SBS, a leading U.S. based provider of next-generation SATCOM terminal solutions,
and the owners of its membership interests, which was amended on December 11, 2024 (the “Purchase Agreement”). Pursuant to
the Purchase Agreement, Wavestream agreed to purchase from the sellers 100% of the membership interests of SBS.
The acquisition was completed on January 6, 2025, and the initial
closing cash payment of $98 million ($108 million as adjusted) was funded through a combination of existing cash resources and $60 million
drawn under a new secured credit line that we entered into with HSBC Bank USA, N.A., and Bank Hapoalim B.M. As of December 31, 2025, this
credit line had been repaid in full. Following the determination that the first and second performance milestones were not achieved, the
remaining contingent consideration was adjusted in accordance with the purchase agreement. As a result, the total cash consideration in
connection with the acquisition may increase by up to an additional $99 million, payable in cash, subject to the achievement of future
performance milestones.
B. Business Overview
We are a leading provider of ground-based satellite communications
and other network communications solutions and services. We believe in the right of all people to be connected. Our mission is to create
and deliver deep technology solutions for satellite, ground, and new space connectivity.
We design and manufacture ground-based satellite networking communications
equipment, which we sell to our customers as network components (modems, BUCs, antennas), complete network solutions (including hubs,
related terminals, and services), or turnkey projects. We develop the equipment that includes commercial VSAT systems, defense and homeland
security satellite communications systems, SSPAs, BUCs, transceivers, low-profile antennas, IFC ESA antennas and terminals, on-the-Move
and on-the-Pause terminals, and modems. Our equipment is used by satellite operators, service providers, telecommunications operators,
MNOs, system integrators, government and defense organizations, large corporations, and enterprises. We sell and distribute our products
and provide our services internationally in North America, Latin America, Asia, Asia Pacific, Africa, and Europe. In particular, we provide
connectivity services, internet access, and telephony to enterprise, government, and residential customers over our own networks, built
using both our equipment and equipment purchased from other manufacturers in various technologies and over other networks that we install,
mainly based on BOT and BOO contracts. We build telecommunication infrastructure in these projects, typically using fiber-optic and wireless
technologies for broadband connectivity. We also provide NOC services and hub services. Following the acquisition of DataPath and SBS,
our portfolio also includes defense ground systems and field services, and IFC ESA terminals.
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We have diversified revenue streams that result from both sales
of products, which include construction of networks, and services. In the year ended December 31, 2025, approximately 73% of our revenues
were derived from sales of products and 27% from services. During the same period, we derived 61%, 15% and 2% of our revenues from the
U.S., Peru and Israel, respectively.
Industry Overview
Satellite-based communications continue to play a critical role
in delivering broadband connectivity across regions that lack reliable terrestrial infrastructure and in supporting mobility, defense,
enterprise, and government applications. Satellite networks provide global reach, rapid deployment, resilience, and highly reliable service
availability, making them an essential complement to fiber, cellular, and wireless networks in many markets.
Broadband satellite networks typically operate using GEO satellites,
and NGSO satellite constellations, including MEO and LEO satellite constellations. Leading operators in these markets include SES (which
in 2025 completed the acquisition of Intelsat), Viasat, Hispasat, and emerging NGSO constellations such as SpaceX’s Starlink, Amazon
Leo, SES’s O3b mPOWER, Telesat Lightspeed, and Eutelsat OneWeb. These systems provide wide geographic coverage and support high
capacity, multibeam architectures, geostationary constellations, earth‑orbit capacity, and multi‑beam architectures.
Ground segment equipment, including Hubs, VSATs, amplification
systems such as SSPAs and BUCs, and mechanical and ESAs terminals that enable two-way broadband communications. These systems connect
remote sites, mobility platforms, and mission-critical applications through a centralized hub or distributed architecture. Industry research
continues to highlight the importance of innovations such as software-defined satellites, cloud-integrated ground networks, ESA technology,
and multi-orbit networking segment equipment
The demand for satellite-based solutions is driven by several long-term
trends:
Capacity expansion.
Industry analyses indicate that satellite capacity continues to expand, particularly through NGSO deployments, which are expected to contribute
significantly to total global capacity in the coming years. Increasing available capacity has also contributed to reductions in effective
capacity pricing.
Mobility and
in-flight connectivity. Connectivity requirements for aviation, maritime, and land mobility continue to grow as airlines, vessel
operators, and transportation networks adopt high-speed broadband solutions for passengers, crew, and operational systems. ESAs and compact
in-motion terminals are increasingly required to support multi-orbit, low-latency connectivity.
Enterprise
and government applications. Enterprises, financial institutions, government ministries, and defense organizations rely on satellite
networks for secure communications, SCADA, backup connectivity, corporate networking, emergency response, and mission-critical operations.
Digital inclusion
initiatives. Governments worldwide continue to invest in programs aimed at connecting underserved or remote populations, for which
satellite technology remains a cost-effective and rapidly deployable solution.
Defense.
Defense agencies increasingly require resilient, mobile, high-throughput solutions, including transportable terminals, UAV communications,
and protected tactical networks, many of which leverage multi-orbit architectures and advanced RF technologies.
Multi Orbit.
Multi‑orbit architectures (LEO, MEO and GEO) are driving demand, as operators seek seamless global coverage, lower latency, and
higher resiliency across diverse mission needs.
We believe these trends will continue to support the long-term
demand for satellite communications equipment, mobility solutions, and managed network services. Although specific market growth rates
vary across product segments and geographies, publicly available industry commentary indicates that the SATCOM sector demonstrated resilience
in recent years and is expected to benefit from continued NGSO expansion, growth in enterprise backhaul, and the increasing adoption of
mobility and cloud-based applications.
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Our Competitive Strengths
We are a leading provider of satellite-based broadband communication technologies. Our
key competitive strengths include:
Market presence across diverse
geographies and applications. Since inception, we have deployed millions of VSATs and thousands of BUCs, SSPAs, and transceivers
to hundreds of customers. Our customer base includes satellite operators, communication service providers, MNOs, system integrators, defense
entities, and government agencies.
Proven technology
and product innovation. For nearly four decades, we have developed advanced satellite network platforms and RF technologies for
broadband, mobility, enterprise, cellular backhaul, government, and defense applications. Our platforms, including SkyEdge IIc and SkyEdge
IV, support HTS, VHTS, NGSO, and multi-orbit architectures, with high throughput, efficient spectrum utilization, and flexible service
management. Our ESA and IFC terminals offering, was significantly enhanced through the SBS acquisition. Amplifiers and RF product lines
including SSPA, FCU and defense grade integrated SATCOM solutions such as Deployable Ku/Ka/X-band Earth Terminal, or DKET, and SkyEdge
IV, support HTS, VHTS and NGSO. Our SBS acquisition provided us with new capabilities of Aero terminals integration and certifications
in the Aero industry.
Global footprint
and support capabilities. We operate through sales and service offices, R&D centers, and network operations centers across
multiple regions, enabling us to provide localized deployment, integration, and support. This structure enhances operational reliability
and customer responsiveness.
Integrated
solutions and turnkey delivery. We provide complete, end-to-end solutions that integrate satellite network equipment, RF amplifiers,
antennas, and managed services. Our offerings include design, deployment, operation, and maintenance of communication networks, including
complex governmental and rural connectivity projects.
Diversified
revenue model. For the year ended December 31, 2025, approximately 73% of our revenues were derived from equipment sales and 27%
from services. Equipment revenues include ESA antennas, IFC terminals, VSATs, hubs, RF amplifiers, and construction phase project revenues.
Services revenues include managed networks, connectivity, maintenance, and field services, providing recurring and predictable revenue
streams. phase project revenues. Services revenues include managed networks, connectivity and maintenance.
Our operating segments, Gilat Commercial, Gilat Defense, and Gilat
Peru, accounted for 62%, 22%, and 16% of our revenues, respectively.
Execution capabilities
in remote and challenging environments. We have extensive experience deploying and operating communication networks in remote,
rural, and logistically challenging areas. This experience supports our ability to execute multi-year government-funded and infrastructure
projects.
Experienced management team.
Our leadership team has deep industry, operational, and technology experience, supporting our long-term strategic and operational execution.
Our Growth Strategy
As of January 1, 2025, the Company adopted a new organizational
structure and reporting segments. This structure aims to better align with the diverse and attractive end markets we serve and to enhance
investor insight into our business lines and strategic growth opportunities. As of January 1, 2025, the Company reports its financial
results based on the following three divisions: Gilat Defense, Gilat Commercial, and Gilat Peru.
Gilat Defense
Division. Our defense division aims to provide secure, rapid-deployment solutions for military organizations, government agencies,
defense integrators, and other strategic governmental customers, with a strong emphasis on the U.S. Department of Defense, following our
strategic acquisition of DataPath. By integrating technologies from Gilat, Gilat DataPath, and Gilat Wavestream, the division is uniquely
positioned to deliver resilient battlefield and mission-critical connectivity with multiple layers of communication redundancy to ensure
high availability.
Gilat Commercial
Division. Our commercial division offers advanced broadband satellite communication networks for IFC, Enterprise, and Cellular
Backhaul, supporting HTS, VHTS, and NGSO constellations. Our acquisition of SBS serves as a cornerstone of this division, bolstering our
position in the IFC market and enabling us to provide cutting-edge connectivity solutions that meet the demands of passengers, airlines,
and service providers worldwide.
Gilat Peru
Division. Our Peru division specializes in end-to-end telecommunications solutions, including the operation and implementation
of large-scale network projects. With expertise in terrestrial fiber optic, wireless, and satellite networks, Gilat Peru offers technology
integration, managed networks and services, connectivity solutions, and reliable internet and voice access across the region.
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Our objective is, through our new organizational structure, to leverage our technology
and service capabilities in order to:
Continue
to serve as a key partner of HTS, VHTS, and NGSO satellite operators. We intend to continue
to serve as a prime partner of HTS and VHTS satellite operators, leveraging our new SkyEdge IV system, which is a leading technology in
this market, and our breadth of services to deploy and operate both GEO and NGSO ground-based satellite communication networks.
Expand our
presence in the IFC market. Following the acquisition of SBS in January 2025, our portfolio
also includes next-generation Satcom ESA terminal solutions, such as SBS’ Sidewinder terminal, which includes scalable subarrays
and can support GEO satellites and LEO satellite constellations. These solutions are designed to support the rapid growth of IFC services
in the commercial aviation and business aviation markets. We continue to develop our hub and modem technology and our Ka and Ku airborne
BUCs, Transceivers, Frequency Conversion Units, or FCU and Power supplies to serve the connectivity needs of aviation service providers.
We are also placing a focus on developing a flat Electronically Steered antenna leveraging our unique in-house developed ally technology.
Expand our
presence in the defense market. We are increasing our focus on this growing market segment both in the United States and globally.
Our acquisition of DataPath. is a realization of this growth strategy. We are also focusing efforts on emerging opportunities, both with
products applicable for commercial and defense applications. We increased our investment in this market as we believe its global growth
will contribute to our business. We believe that the SkyEdge IV system provides our satellite operator customers with an attractive offering
for defense and government agencies.
Provide digital
inclusion solutions to rural areas in governmental projects. We intend to build on our experience in bringing broadband internet
to rural areas in Latin America, Africa and Asia and identify additional markets in which to expand.
Fortify
our position in the 4G/LTE and 5G cellular backhaul market. We intend to continue to leverage
our technology, as well as our experience, to serve mobile network operators’ 4G/LTE and 5G connectivity needs in rural, metro-edge,
and metro areas with long term projects.
Products and Solutions – Commercial
Our products and solutions portfolio spans the full range of technologies
supporting our Commercial division. At its core is our SkyEdge family of multi-orbit satellite networking platforms. Complemented by our
SCPC modem solutions for high-capacity, dedicated links, our VSAT product families, IFC terminals, and antenna systems including mechanically
steered antennas and ESA solutions, enable broadband and mobility services across aviation, maritime, land mobility, and government markets.
In parallel, our RF Power Amplifier, BUC, FCU product lines provide the high power, high efficiency RF chains required for mission-critical
commercial applications. Together, these product families form the technological foundation of our end-to-end connectivity solutions across
our global Commercial segments.
SkyEdge Family of Network
Systems
Gilat’s SkyEdge family is our core portfolio of satellite
networking platforms, designed to deliver high-speed, reliable connectivity across enterprise, mobility, cellular backhaul, government,
maritime, and IFC markets. These platforms enable customers to deploy and operate broadband networks efficiently and at scale.
SkyEdge II-c. SkyEdge
IIc is a proven multi-service platform used globally by service providers. It supports single-beam and multi-beam satellites and is designed
for large-scale broadband deployments. The platform enables a broad range of applications, including enterprise connectivity, broadband,
cellular backhaul, and mobility, supported through centralized, management across multiple gateways and terminals.
SkyEdge IV. SkyEdge
IV is Gilat’s next‑generation multi‑orbit platform supporting HTS, VHTS, and NGSO constellations within a unified network.
Built on Gilat’s Elastix Architecture, it is designed to provide higher capacity and improved space‑segment efficiency and
is being enhanced to support evolving standards.
VSAT Product Families
Our SkyEdge platforms are complemented by a range of VSAT products
that address specific customer requirements:
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Gemini. Compact
broadband VSATs serving residential, small business, and enterprise applications, including retail, banking, ATMs, and government-funded
digital inclusion programs.
Capricorn.
High-performance VSATs tailored for enterprise networks, mobility, and 2G/3G/4G/5G cellular backhaul, supporting high user density
and advanced acceleration technologies.
Taurus. VSATs
are designed for in-flight connectivity, supporting broadband IFC.
Aquarius.
Our latest VSAT family, supporting speeds up to 1.5 Gbps, is designed for high-speed mobility, maritime, and 5G-ready applications. Aquarius
enables roaming across NGSO and GEO satellites and is available in indoor, outdoor, symmetric‑SCPC, and cost-optimized enterprise
versions.
Network Management
Both SkyEdge II-c and SkyEdge IV are managed through a unified,
system that provides full visibility and centralized control from a Network Operations Center. This includes monitoring, configuration,
performance management, and security. The platform supports multiple operator business models, integrates with operations support system/business
support system, or OSS/BSS, and enables coordinated operations across multi-orbit networks.
SCPC Modems
We also provide a range of Single-Channel-Per-Carrier, or SCPC modems,
designed for dedicated, high-capacity, point-to-point satellite links. These solutions provide reliable connectivity for enterprise and
government applications, optimized for bandwidth efficiency and service continuity. Available models include the Aquarius Pro SCPC, GLT
1000, and GLT 1500, supporting high throughput, multi-orbit operation, and secure, robust performance in demanding environments.
IFC Terminals and Antenna
Products
Sidewinder.
A full ESA terminal solution that is optimized to enable the performance and cost advantages of multi-orbit service, LEO and GEO.
It has already been selected by satellite operators and airlines to provide next-generation satcom solution offerings. Through these collaborations,
Sidewinder has been embraced by some of the world’s largest airlines.
ESR 2030. is
an ultra-slim, low-profile ESA antenna for business aviation that operates in LEO constellations.
RF power amplifiers, BUCs,
and transceivers
Our portfolio includes high-performance RF power amplifiers, SSPAs,
BUCs, transceivers, and FCUs, used in satellite communications across commercial markets. These products form a core part of the ground
segment infrastructure and are designed to deliver reliable, efficient operation in demanding environments.
We apply our proprietary Spatial AdvantEdge™ technology across
this portfolio. This architecture enables high power output in compact form factors, improves energy efficiency and thermal performance,
and reduces lifecycle costs.
Our solid-state power amplifiers, or SSPAs are field-proven in
Ka, Ku, and X bands and are designed to meet stringent environmental and vibration standards required for mission-critical applications.
These products support a variety of use cases, including satellite gateways, airborne and maritime communications, transportable terminals,
and broadcast systems.
The product family includes several SSPA lines, such as EnduroStream,
PowerStream®, TerraStream, AeroStream®, and MicroStream, offered in multiple power levels and configurations. AeroStream®
is our transceiver line designed for in-flight satellite connectivity. It is certified to leading commercial aviation and military standards
and integrates seamlessly with modems and antenna control units. AeroStream® leverages Spatial AdvantEdge™ technology to deliver
high power and efficiency for aeronautical communications. Our integrated solutions approach allows these transceivers to operate with
our broader portfolio of VSATs, antennas, and BUCs.
Products and Solutions – Defense
Our products and solutions portfolio spans the full range of technologies
supporting our Defense division. At its core is our SkyEdge family of multi-orbit satellite networking platforms, complemented by our
SCPC modem solutions for high-capacity, dedicated links, our VSAT product families, IFC terminals, and antenna systems, including mechanically
steered antennas and ESA solutions, transportable, and portable antenna systems, enable resilient and secure broadband and mobility services
across defense markets. In parallel, our RF Power Amplifier, BUC, FCU product lines provide the high power, high efficiency RF chains
required for mission-critical defense applications. Together, these product families form the technological foundation of our end-to-end
connectivity solutions across our global Defense segment.
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SkyEdge Family of Network
Systems
Gilat’s SkyEdge family is our core portfolio of satellite
networking platforms, designed to deliver high-speed, reliable connectivity for defense networking needs. These platforms enable customers
to deploy and operate broadband defense networks efficiently and on a scale. The Defense portfolio includes additional features that are
making the platform secure and immune. For example, TRANSEC and VLSNR.
SkyEdge II-c. SkyEdge
IIc is a proven multi-service platform used globally by service providers. It supports single-beam and multi-beam satellites and is designed
for large-scale broadband deployments. The platform enables a broad range of defense applications, including fixed and mobile, and is
supported by centralized management across multiple gateways and terminals.
SkyEdge IV. SkyEdge
IV is Gilat’s next‑generation multi‑orbit platform supporting HTS, VHTS, and NGSO constellations within a unified network.
Built on Gilat’s Elastix Architecture, it is designed to provide higher capacity and improved space‑segment efficiency and
is being enhanced to support evolving standards.
VSAT Product Families
Our SkyEdge platforms are complemented by a range of VSAT products
that address specific customer defense requirements:
Taurus-M.
High-performance Mil-Standard VSATs tailored for fixed and mobile defense networks, supporting advanced security and acceleration
technologies.
Taurus. VSATs
are designed for in-flight connectivity, supporting broadband IFC.
Aquarius and
Aquarius DS. Our latest VSAT family, supporting speeds up to 1.5 Gbps,
is designed for high-speed mobile and maritime applications. Aquarius enables roaming across NGSO and GEO satellites and is available
in indoor, outdoor, and SCPC configurations.
Network Management
Both SkyEdge II-c and SkyEdge IV are managed through a unified
system that provides full visibility and centralized control from a Network Operations Center. This includes monitoring, configuration,
performance management, and security. The platform supports multiple operator business models, integrates with operations support system/business
support system, or OSS/BSS, and enables coordinated operations across multi-orbit networks.
SCPC Defense Modems
We provide a range of Single-Channel-Per-Carrier, or SCPC modems,
designed for dedicated, high-capacity, point-to-point satellite links. These solutions provide reliable connectivity for defense applications
optimized for security, resiliency, bandwidth efficiency, and service continuity. Available models include the Aquarius Pro SCPC, MLT
1000, and GLT 2000, supporting high throughput, multi-orbit operation, and secure, robust performance in demanding environments.
Defense Aviation Terminals
and Antenna Products
Sidewinder.
A full ESA terminal solution that is optimized to enable the performance and cost advantages of multi-orbit service LEO and GEO
for defense aviation markets.
ESR 2030. is
an ultra-slim, low-profile ESA antenna for business aviation that operates in LEO constellations. This antenna can be used in ISR defense
missions and over narrow-body aircraft in the defense market segment.
BRP-60.
is a lightweight, airborne SATCOM terminal, used for UAV applications.
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RF power amplifiers, BUCs,
and transceivers
Our defense portfolio includes high-performance RF power amplifiers,
SSPAs, BUCs, and transceivers, used in satellite communications across defense markets. These products form a core part of the ground
segment infrastructure and are designed to deliver reliable, efficient operation in demanding environments.
We apply our proprietary Spatial AdvantEdge™ technology across
this portfolio. This architecture enables high power output in compact form factors, improves energy efficiency and thermal performance,
and reduces lifecycle costs.
Our solid-state power amplifiers, or SSPAs, are field-proven in
Ka, Ku, X, and V (under development) bands and are designed to meet stringent environmental and vibration standards required for mission-critical
applications. These products support a variety of use cases, including satellite gateways (GEO, MEO, and LEO), airborne and maritime communications,
and transportable terminals.
The product family includes several SSPA lines, such as EnduroStream
- optimised for high power and extra resiliency, PowerStream® - TWTA replacement, TerraStream, AeroStream®, and MicroStream,
offered in multiple power levels and configurations. Our integrated solutions approach allows these transceivers to operate with our broader
portfolio of VSATs, antennas, and BUCs.
System Integration and Turnkey Implementation
We provide end-to-end system integration and turnkey implementation
services t, enabling customers to rely on a single provider for complex, interdisciplinary communication projects. Our turnkey capabilities
encompass full project management, satellite network design, deployment logistics, integration of Gilat and third-party equipment, operational
services, 24/7 maintenance and support, and, when required, the provision of satellite space segment. This comprehensive approach enables
us to deliver complete solutions that meet customer requirements on scope, schedule, and budget. We provide on-site field services to
our defense customers globally.
Manufacturing, Customer Support, and Warranty
Our products are designed and tested at our facilities in Israel
as well as our number of other R&D facilities around the world. We outsource a significant portion of the VSAT and hub products manufacturing
to third parties. We also work with third-party vendors for the development and manufacture of components integrated into our products,
as well as for the assembly of components for our products.
We offer a customer care program for our products, which we refer
to as SatCare or SkyCare, and professional services programs that improve customer network availability through ongoing support and maintenance
cycles.
We typically provide a one-year warranty to our customers as part of our standard
contract.
Marketing and Sales
We use both direct and indirect sales channels to market our products,
solutions, and services. Our Fixed Networks segment has organized its sales activities by geographic areas, with groups or subsidiaries
covering most regions of the world. Our sales teams are comprised of account managers and sales engineers who establish account relationships
and determine technical and business requirements for the customer’s network. These teams also support the other distribution channels
with advanced technical capabilities and application experience. Sales cycles in the VSAT and IFC network market, and in the defense market,
vary significantly, with some sales requiring 18 months and even more, from an initial lead through signing of the contract, while sales
stemming from an immediate need for product delivery can be completed within two to three months for VSAT products and within nine to
twelve months for our IFC ESA terminals. The sales process includes gaining an understanding of customer needs, several network design
iterations and network demonstrations.
Customers and Markets
We provide our Satellite Communication solutions mainly to satellite
operators, governments, MNOs, telecommunication service providers, ISPs, and homeland security and defense agencies.
We sell and distribute our products and provide services internationally,
particularly in the U.S., Latin America, Asia, Asia Pacific, Africa and Europe.
Satellite Operators.
Use our products for HTS and VHTS GEO and NGSO satellite networks. In this case, our platforms are used for a variety of applications
and services. For example, we provide to SES platforms for GEO and MEO constellations. Our products are used extensively for the IFC and
maritime markets.
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Defense and
Homeland Security Agencies. Our products and solutions are used by defense and homeland
security agencies to provide connectivity and control in the net-centric battlefield. That includes transportable and portable terminals,
VSATs, Modems, Antenna products, including ESA, RF Power amplifiers, and transceivers.
Mobile Network
Operators, and Telecommunication Service Providers. MNOs are using our solutions to increase cellular coverage and as a solution
for emergency situations. Service providers serving the rural communications market are typically public telephony and internet operators
providing telephony and internet services. In some markets, existing telecom operators are mandated by the government to provide universal
services. Providing these services in remote areas is challenging for these operators, and they sometimes outsource them to rural telecom
service providers.
Governments.
Some of the rural communication projects are for government customers. Our platforms are used for projects of digital inclusion that are
funded by governments.
ISP.
We sell VSAT communications networks and solutions primarily to service providers that mostly serve the enterprise consumers, government
agencies, and the mobility market. We have hundreds of such customers worldwide.
Enterprises.
Use our networks for internet access, broadband data, voice and video connectivity and for applications such as online banking, corporate
intranet, distance learning, retail point of-sale, inventory control, supervisory control data acquisition and IoT services.
Gilat Peru Segment
We provide network infrastructure construction for PRONATEL's
fiber and wireless networks in Peru, mainly through BOT and BOO contracts subsidized by the government. Accordingly, we build the infrastructure,
act as a licensed telecommunications operator for a defined period, and in some cases, then transfer the network to the customer, which
is a governmental entity. We have been awarded large-scale government contracts to build and operate, and in certain cases, to transfer
fiber and wireless networks of PRONATEL in Peru, namely the Peru Regionals Projects. We expect to continue to generate additional revenues
from the PRONATEL Regional Projects to be operated by us by enabling cellular carriers and other service providers to acquire capacity
over these networks to address the growing needs for voice, data, and internet in these regions, as well as the development of platforms
for e-learning, e-health, and similar applications.
In 2015 and 2018, we were awarded PRONATEL Regional Projects
with initial contractual values of $395 million and $154 million, respectively, with additional $17 million and $88 million awarded in
2023 and 2025. The remaining revenues from these projects are expected to be generated over an additional period of 4 to 9 years.
Our Peruvian subsidiary has offices in Lima, Peru as well as in
the principal cities in the regions awarded.
Competition
The telecommunications industry operates in a competitive, rapidly
changing market. In some cases, our competitors can also be our customers or partners. Accordingly, maintaining an open and cooperative
relationship is essential.
In the equipment market, we face direct competition from providers
of satellite communications systems, products, and services, such as HNS, ViaSat, ST Engineering iDirect, Comtech, Kratos, and a few other
smaller providers.
We compete in some HTS and VHTS markets with competitors such as
HNS that have launched high-throughput satellites. Although we have entered the HTS and VHTS market with competitive technology, we expect
competition in this market to continue to increase.
Due to the nature of the satellite solution, VSAT technology
is, at times, commercially tied to the satellite technology itself, and consequently, there may be circumstances where it is difficult
for competitors to compete with an incumbent VSAT vendor using the particular satellite.
Our low-profile on the move and ESA antennas directly compete with
products from competitors such as, GetSat, QEST, Orbit, Thales, HNS, Intellian, Thinkom, C-Com Satellite Systems Inc, or C-Com. Indirectly,
our customers compete with SpaceX's Starlink.
Our primary competitors with respect to our Wavestream subsidiary's
BUCs and other products include CPI, Xicom, Mission, General Dynamics Satcom Technologies, and Paradise Datacom.
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Our primary competitors with respect to our DataPath subsidiary’s
large-aperture terminal offerings (greater than 1 meter) include Airbus DS Government Solutions, Inc. or Airbus, Lite Coms LLC, or Lite
Coms, AvL Technologies, Inc. or AVL, and L3Harris Technologies, Inc, or L3.
Where we primarily operate public rural telecom services (voice,
data, and internet) and are engaged in construction of fiber-optic transport and access networks based on wireless systems, we typically
encounter competition on government subsidized bids from various service providers, system integrators, and consortiums. Some of these
competitors offer solutions based on VSAT technology and some on terrestrial technologies (typically, fiber-optic and wireless technologies).
In addition, as competing technologies such as cellular networks and fiber-optic become available in rural areas where not previously
available, our business could be adversely affected.
Certain consolidations and acquisitions have occurred during
the last few years among key players in the market, such as SES and Intelsat, Intelsat and Gogo, Viasat and Inmarsat, Eutelsat and OneWeb,
and Hispasat and Axess. These market changes affect the competitive landscape and position our company in rivalry with more significant
consolidated corporations with comprehensive resources. On the other hand, such changes may lead to new opportunities for our business.
Geographic Distribution of Our Business
The following table sets forth our revenues from operations by
geographic area for the periods indicated below as a percent of our total sales:
Years Ended December 31,
2025 2024 2023
U.S 61 % 48 % 39 %
Peru 15 % 17 % 20 %
Israel 2 % 5 % 2 %
Other 22 % 30 % 39 %
Total 100 % 100 % 100 %
Environmental, Social and Governance, or ESG, Practices
Social Practices
For over 35 years, we have worked to fulfil our vision to make
connectivity accessible and available to individuals, corporations and community institutions in the unserved and underserved regions
of the globe, thus bridging the digital divide via satellite communication. As a global company, we are committed to fulfil our vision
alongside our commitment to act responsibly considering our community and the world we live in. As part of this commitment, we set our
guidelines and policies on various subjects, and we are continuously learning and looking at ways to improve our ESG strategy.
Social Investment and Volunteer
Statement. As part of our standards for corporate responsibility, we acknowledge the importance of social contribution and therefore
participate and encourage our employees to participate in different volunteering and donation activities in the communities in which our
employees reside on a regular basis.
Human rights and Labor Policy.
We are committed to protecting human rights and conducting our business without infringing on human rights. We are further committed
to conducting fair labor standards and to creating a safe working environment that contributes to our employees’ well-being, where
they can feel empowered, challenged, and have the tools to thrive. We also acknowledge the importance of our employees’ health,
and have adopted a health, safety and environment policy.
Training Policy. We implement
organizational learning processes and invest in the professional development of our employees, in order to improve their work skills and
achievements, and encourage their desire for success. Such approach is aligned with our values, and we believe that it will contribute
to our businesses as well.
Anti-Slavery Policy. We
firmly condemn any kind of modern slavery or human trafficking.
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Environmental Standards
We recognize the increasing importance of protecting the environment
and fighting climate change, and therefore we have taken actions and are working on additional actions that may help ensure the sustainability
of the world’s resources and environment.
Environmental Policy. We
have adopted a Conflict Minerals Policy and encourage our suppliers and subcontractors to comply with the foregoing as well.
Corporate Governance
We have adopted Corporate Governance Guidelines to assist our
board of directors and its committees in the exercise of their duties and responsibilities and to serve the best interests of our company,
in a manner consistent with applicable laws and stock exchange rules and the company’s articles of association.
Committee Charters. We
have adopted written charters specifying the duties and responsibilities of each of our Audit Committee and Compensation Committee to
assist the committee members in carrying out their responsibilities.
Clawback Policy. We have
adopted a written compensation recovery, or “clawback” policy, in accordance with the requirements of the SEC and Nasdaq.
A copy of our clawback policy is filed as exhibit 4.31 to this Annual Report.
Ethics. As a leader in
satellite networking technology, solutions and services, we are committed to conduct our business ethically, and in accordance with applicable
laws and regulations. We expect such behavior and conduct from all of our directors, officers and employees (including those of our subsidiaries).
Our written public policy sets our standards and expectations.
Privacy Policy
We respect and value the privacy of data subjects whose personal
information we may process. Our privacy policies inter alia describe how we (including our subsidiaries)
collect, use, process and share personal information of data subjects in our premises, website and during our business activities, and
also explain the rights data subject may have in relation to their personal information.
Whistleblower Procedure
In order to support and ensure compliance with our standards,
practices and policies, we have in placed a mechanism that allows our employees to anonymously report actual or suspected misconduct through
designated channels. We find this mechanism important in order to maintain higher standard of ethical conduct.
Insider Trading Policy
Our insider trading policy applies to our personnel and personnel
of our subsidiaries worldwide and provides guidelines relating to improper conduct by anyone that is employed by the company or otherwise
associated with our company with respect to transactions in the securities of and non-disclosure of information regarding our company
and its business. Please also see Item 16J – “Insider Trading Policy”. A copy of our insider trading policy is filed
as exhibit 11.1 to this Annual Report.
Anti-Corruption and Anti-Bribery Policy
Our policy prohibiting bribery and corruption applies to our
directors, officers, and employees, and also to our business partners worldwide. We have also adopted anti-corruption guidelines that
apply to all our commercial transactions and commitments, including our subsidiaries and officers worldwide.
C. Organizational Structure
Significant Subsidiaries Country/State of Incorporation % Ownership
1. Wavestream Corporation Delaware (U.S.) 100 %
2. Gilat Networks Peru S.A Peru 100 %
3. DataPath Inc. Georgia (U.S) 100 %
4. Stellar Blu LLC Delaware (U.S.) 100 %
5. RaySat Bulgaria EOOD Bulgaria 100 %
6. Gilat Satellite Networks Spain S.L. Spain 100 %
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D. Property, Plants and Equipment
Our headquarters are located in a modern office park, which we
own in Petah Tikva, Israel. This facility consists of approximately 380,000 square feet, a substantial part of which are currently used
by us and the remainder is subleased or offered for sublease to third parties. We have local and Global NOC sites in Moldova and Peru,
from which we perform network services and customer support functions.
We own 13,500 square feet of research and development facilities
and rent 12,200 square feet of manufacturing facilities in Sofia, Bulgaria, which lease will expire on June 1, 2027 and rent 17,300 square
feet in Moldova for research and development, global services and global NOC activities, which lease will expire on December 30, 2026.
Our Wavestream subsidiary currently leases 32,500 square feet of office space, research and development and manufacturing facilities in
San Dimas CA, USA. The San Dimas lease agreement will expire on January 31, 2030. Our subsidiaries in Peru currently occupy 35,000 square
feet of office space, and NOC facilities in Lima, which leases will expire between 2026 and 2028 Our DataPath subsidiary currently leases
108,707 square feet of office, integration and warehouse space in Duluth, Georgia, USA. The lease agreement will expire on September 30,
2026. Our SBS subsidiary currently leases 6,200 square feet of office in San Diego, California, USA, which lease will expire on July 31,
2026, and 33,700 square feet of office, integration, and warehouse space in Fort Worth, Texas, USA, which lease will expire on October
15, 2026. We intend to renew or replace the leases that expire in 2026. We also maintain facilities and representative offices in other
jurisdictions we operate in. We believe that our current office space, research and development, and manufacturing facilities are sufficient
to meet our anticipated needs for the foreseeable future and are suitable for conducting our business.