A. HISTORY AND DEVELOPMENT OF THE COMPANY We were incorporated on April 13, 1999 as a private limited liability company under the laws of the State of Israel. We are registered under the Israeli Companies Law as Cellebrite DI Ltd., and our registration number with the Israeli Registrar of Companies is 51-276657-7. Our registered office is currently located at 94 Shlomo Shmelzer Road, Petah Tikva 4970602, Israel, which also currently serves as our principal executive offices, and our telephone number is +972-(73) 394-8000. On April 8, 2021, we entered into a Business Combination Agreement and Plan of Merger (the “Merger Agreement”) with TWC Tech Holdings II Corp. a publicly listed special purpose acquisition company in the USA (“TWC”, or the “Sponsor”) and Cupcake Merger Sub, Inc., a new wholly-owned subsidiary of Cellebrite (“Merger Sub”). On August 30, 2021, the Merger was consummated and Merger Sub merged with and into TWC, the separate corporate existence of Merger Sub ceased and TWC became the surviving corporation and a wholly-owned subsidiary of Cellebrite (the “Closing”). The security holders of TWC became security holders of Cellebrite and Cellebrite became a publicly traded company with its securities listed on Nasdaq (the transactions consummated are referred to herein as the “Merger). 53 Table of Content On August 15, 2024, we announced a redemption of our Warrants to purchase Ordinary Shares, following which 19,878,580 Public Warrants were exercised on a cashless basis, 4,645 Public Warrants were exercised for cash and all of the 9,666,667 outstanding Private Warrants were exercised on a cashless basis, resulting in the issuance of an aggregate of 10,109,085 Ordinary Shares. The 116,224 remaining outstanding Public Warrants were redeemed on September 16, 2024 (the “Warrant Redemption”). Our capital expenditures amounted to $13.2 million, $8.6 million and $5.2 million during the fiscal years ended December 31, 2025, 2024 and 2023. For information on our current capital expenditures, see “Part I, Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources.” We are subject to certain of the informational filing requirements of the Exchange Act. Our SEC filings are available to you on the SEC’s website at www.sec.gov, which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC (including, in our case, our annual reports on Form 20-F, our reports of foreign private issuer on Form 6-K, any amendments to these reports, as well as certain other SEC filings). We also make available on our website, free of charge, all such SEC filings as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Our website address is https://www.cellebrite.com. The references to the SEC’s and our website are inactive textual references only, and information contained therein or connected thereto is not incorporated into this Annual Report. Since we are a “foreign private issuer,” we and our officers, directors and principal shareholders are exempt from certain rules and regulations under the Exchange Act. For more information, see “Part I, Item 10. Additional Information—H. Documents on Display.” B. BUSINESS OVERVIEW Overview Overview & Mission Our mission is to provide AI-powered digital investigative and intelligence software solutions that help protect nations, communities and businesses. Cellebrite technology allows customers to accelerate more than 1.5 million legally sanctioned investigations annually, enhance sovereign security, elevate operational efficacy and efficiency, and enable advanced mobile research and application security. By using Cellebrite’s solutions, public and private sector customers around the world are transforming their investigative workflows, making forensically sound digital data more accessible and actionable, and elevating the efficiency and effectiveness of mobile research and application security. For nearly 20 years, Cellebrite has leveraged its extensive expertise in mobile phones, including its deep understanding in hardware, firmware and operating systems, and in other digital sources to develop and market an increasingly integrated platform of software solutions used to access, collect, review, extract, decode, decrypt, analyze, share and manage digital evidence across the investigative lifecycle. As digital evidence has become integral to nearly every criminal investigation, our solutions are relied upon by our customers to advance the investigative lifecycle. With most major crimes now having a digital component, we continue to see healthy demand for our solutions, which are used to advance a wide range of investigations spanning child exploitation, homicide, anti-terror, border control, sexual crimes, organized crime, human trafficking, financial crimes including those involving cryptocurrency, corporate security, and intellectual property theft. Our solutions are designed to help law enforcement agencies protect their communities more effectively and efficiently by advancing investigations in order to successfully prosecute criminals, and exonerate the innocent. Defense and intelligence agencies use our solutions to enhance border security, advance counter terrorism and intelligence operations, conduct sensitive site exploitation, increase military readiness, and support cyber operations. Our software also enables enterprises and service 54 Table of Content providers to collect and review data in support of corporate investigations, eDiscovery and incidence response events, as well as to more efficiently and effectively design and validate next-generation mobile applications. Industry Background Public safety is among the top priorities for national, regional and local governments around the world. Unfortunately, a pronounced public safety gap has occurred over the past decade due to a combination of factors including high crime rates, increasingly sophisticated criminals, the proliferation of digital sources, strained law enforcement manpower and limited financial resources, and heightened public scrutiny on police operations. We believe that the gap in public safety requires an ongoing investment in advanced technology that addresses increasing data volumes and complexity, and digitally transforms previously manual, time-consuming and inefficient elements of our customers’ workflows while elevating public confidence in how law enforcement and other public safety agencies conduct their investigations. According to multiple studies and reports, including those from Europol and International Business Machines Corporation, more than 90% of all reported crime has a digital element. Given this dynamic, digital data is changing the way criminal cases are investigated, prosecuted and defended. By using the right tools and solutions to collect, review, analyze and manage data from a wide range of digital sources, law enforcement and other agencies can better identify relevant and impactful information contained within vast volumes of complex data at scale. As a result, they are better positioned to accelerate investigations and close more cases faster while reducing device backlog and increasing efficiencies. Technology is also transforming other key elements within the digital investigative lifecycle. The use of AI-driven and other powerful tools, systems and solutions enables law enforcement agencies to reduce or eliminate previously manual, time-consuming tasks. By using powerful analytic engines that are enhanced by AI, machine learning models and other sophisticated technological capabilities, investigators are better equipped to generate insights into vast volumes of disparate, unstructured and structured data, which supports their efforts to expedite cases and accelerate justice. Scalable, secure management platforms can assist law enforcement agencies to ensure compliance with agency protocols and various regulatory requirements, thereby strengthening the chain of custody while making it easier and faster to share evidence-related information among authorized parties in a verifiable, defensible, secure and scalable manner. As a result of these benefits, we believe that demand for our solutions will remain strong for the foreseeable future while also informing the ongoing enhancement and expansion of our solutions. In addition, to efficiently and effectively investigate and prosecute criminal actors and eliminate threats to national security, law enforcement and defense and intelligence agencies need powerful technology to help them gain insight into the security and architectural complexity of smartphones, laptops, tablets, wearable devices and a range of other connected devices and systems. In the private sector, access to and insights into digital data is critical to advancing eDiscovery, corporate investigations and incidence response. Intellectual property (IP) protection and data theft by existing or departing employee remains a top use case given the potential damage that IP theft can cause. For businesses in highly regulated industries such as financial services, insurance, banking, healthcare, pharmaceuticals, transportation and energy, access to data and sound records management are fundamental to eDiscovery and compliance. Other important private sector use cases for digital forensics software involve investigating claims of harassment, contractual disputes, discrimination and other workplace issues, lawsuits from regulators, customers or partners due to data breaches as well as retrieving inaccessible, lost, corrupted or damaged data. Given the high cost associated with security breaches, enterprises are increasingly recognizing the value of investing in incidence response solutions that can quickly gather data to assess the impact of the attack, accelerate response time and analyze information from multiple sources to develop plans to strengthen their cyber defenses against future attacks. Furthermore, enterprises face significant challenges in developing and testing mobile 55 Table of Content applications, particularly as it relates to ensuring security across the widest range of phones and operating systems Cellebrite’s Digital Investigation Platform: Key Products & Services Digital Forensics Software •Cellebrite’s Inseyets suite of digital forensics software is used by examiners and other law enforcement professionals within the Digital Forensic Units of law enforcement agencies and by trained professionals across a wide range of federal or national agencies, to collect and review digital evidence from the broadest range of digital sources when conducting legally sanctioned investigations. More specifically, as a result of a search warrant or owner consent, our digital forensics solutions are designed to help our users lawfully access and extract digital data, including encrypted, deleted or hidden data, from the widest range of mobile phones, including smartphones, feature phones and basic phones, computers and cloud-based applications. We also provide a decoding solution that converts the raw binary data extracted from mobile phones, tablets, computers, cloud-based applications, automobiles, open source information, GPS devices, memory sticks, drones, and call detail records (“CDRs”) as well as from other digital sources like the web into human readable format that can be used by relevant stakeholders. Our digital forensics software is designed to help law enforcement agencies of all sizes complete device examinations faster, thereby supporting their efforts to expedite investigations and reduce device backlog. Cellebrite’s AI-powered capabilities enable examiners to quickly identify and validate potentially valuable digital evidence. Customers can also subscribe to our specialized unlock module that provides lawful access to locked devices, enabling the extraction of critical information from a broad range of the newest and most advanced smartphones. Through technical alliances with specialist technology vendors, we also make it possible to analyze blockchain transactions together with related data from an extensive list of sources to help investigators identify and categorize wallets and transactions. In the private sector, Cellebrite’s enterprise and service provider customers use our products to enable legal, compliance and cybersecurity corporate staff to collect digital data from mobile phones, computers and business cloud-based applications. Cellebrite’s digital forensic software offerings for the private sector are consent-based, capturing the necessary data to advance eDiscovery and corporate investigations, which in turn, enables the customer to build a comprehensive digital picture, recover critical information, better understand cybersecurity intrusions — all while protecting employees’ privacy. Certain Cellebrite offerings are available as SaaS or on premise solution to address the customer’s particular needs. Digital Investigations and Analytics •Guardian Forensics: Cellebrite’s evidence management solution, Guardian Forensics, enables customers to manage their digital forensics workflows, and to store, share and review digital evidence. This offering helps customers fortify the chain of custody processes for digital evidence through the creation of a verifiable, defensible audit trail, adhere to agency processes, automate key workflows, accelerate time to evidence and reduce time-consuming and error-prone processes when reviewing digital evidence reports. 56 Table of Content •Guardian Collaborate: Cellebrite’s digital evidence sharing tool, Guardian Collaborate, provides enterprises with the capability to securely share and review mobile data instantly, without the need for complex forensic tools or IT-heavy deployments. Designed for HR, Legal, Compliance, and Internal Investigations teams, this solution streamlines workflows by providing a simple, browser-based interface for evidence review, collaboration, and reporting. •Guardian Investigate: Planned for introduction in early 2026, Cellebrite’s case management and AI-powered analytics solution, Guardian Investigate, provides investigators, detectives, analysts and prosecutors with a SaaS data repository for the records, information and data relevant to an investigation as well as tools for collaboration and task management, and AI-powered analytics for mobile phones and a range of other diverse data sources such as call detail records, open source intelligence, warrant returns, closed circuit television videos. This offering is designed to empower agencies to accelerate case resolution, improve collaboration, and achieve greater investigative impact through a single, cohesive ecosystem. •Cellebrite Pathfinder: Cellebrite’s AI-powered analytical software solution, Pathfinder, is used to examine volumes of digital data collected from multiple smartphone devices. This solutions helps investigators, analysts, prosecutors and other relevant personnel accelerate legally sanctioned investigations by surfacing leads, highlighting patterns and identifying important connections. Leveraging AI and machine learning, Pathfinder helps automate data analysis and visualization, which, in turn, reduces the time spent manually reviewing digital evidence and enables actionable insights into a wide range of crime types. We also provide, in collaboration with our partners, CryptoCurrency Investigative Solutions for analyzing blockchain transactions together with related data from an extensive list of sources to help investigators identify and categorize wallets and transactions. Prevention & Intelligence Corellium, which Cellebrite acquired in December 2025, provides virtualization software for devices that rely on power-efficient Arm processors (“Arm-based Virtualization Software”). Corellium’s software empowers developers and security experts to research, work, and test seamlessly on an ever-expanding range of devices, from mobile smartphones, tablets and laptops to physical devices embedded with software and connectivity (IoT, Internet of Things) and industrialized systems. The acquisition brings two primary offerings that form the foundation of Cellebrite’s prevention and intelligence offerings: •Corellium Falcon: This offering enables researchers within government organizations include defense and intelligence agencies, as well as specialized technology vendors who support these 57 Table of Content organizations to efficiently and effectively conduct mobile vulnerability research, exploit introspection, and malware analysis not possible on physical iOS and Android devices. •Corellium Viper: This offering provides a library of virtual iOS and Android devices that enable rapid, cost-efficient mobile application penetration testing capabilities. Cellebrite’s Professional Services •Training and Certification Services: Cellebrite’s Training and Certification Services are focused on maintaining the highest standards for professional development in digital forensics. Backed by decades of field experience, our certified instructors deliver hands-on, solution-focused education that enables examiners, investigators, and other agency personnel to achieve operational excellence. In 2025, Cellebrite delivered more than 400 classes across 15 courses spanning in-person, virtual, and self-paced online formats, serving thousands of professionals worldwide. Each year, approximately 11,000 students earn Cellebrite certifications — reinforcing our role as a trusted partner in strengthening investigative capabilities and advancing justice through expertise. •Cellebrite Advanced Services: Cellebrite’s expert team serves as an extension to customer digital forensics lab teams, providing advanced services in Cellebrite’s Global Lab facilities to help organizations access and extract digital evidence in support of ongoing active legally sanctioned investigations. Cellebrite Advanced Services helps its customers reduce device backlog and address evolving technological workloads. Customers Cellebrite’s base of approximately 7,000 customers include approximately 5,300 federal, state and local agencies as well as approximately 1,700 corporations and service providers. In 2025, Cellebrite’s Public Sector Customers accounted for more than 90% of total revenue. Initial deployments by national, regional and local law enforcement agencies primarily involve our digital forensics software. Over time, we have successfully increased our business with many of these customers as they expanded their operations and deployed additional digital forensic solutions from us with specialized capabilities that have helped them further modernize their investigative workflows and make digital evidence more accessible, intelligent and actionable. We also cross-sell and upsell our investigative solutions into the Investigative & Intelligence Units of our customers. In the private sector, we target primarily larger enterprises and service providers which are contracted by corporations to oversee eDiscovery and corporate investigatory activities. Our ability to expand existing customer relationships is partially reflected in our 116% recurring revenue dollar-based net retention rate (NRR) as of December 31, 2025. While we have an extensive global customer base that serves as the foundation for much of our growth, we continue to win business with new public and private sector customers. In 2025, these new logo wins contributed less than two percentage points to our annual recurring revenue growth. Within a law enforcement agency, we primarily sell to Investigative & Intelligence Units with a historical focus on their Digital Forensic Units. Most mid-sized and large-sized law enforcement agencies have dedicated digital forensics units in which examiners and other professionals use specialized tools and solutions in dedicated laboratory environments that enable them to identify, acquire, process, analyze, and report on data stored electronically from a wide range of digital sources. Smaller agencies may operate digital forensic units with limited resources or cross-train investigators and other staff to use digital forensics software and other related tools in support of their investigative efforts. In addition to use within digital forensics laboratories, our solutions are used by customers in the field (outside of a traditional laboratory environment) consistent with specific use-case requirements or the customers’ mode of operations. The digital evidence collected by the professionals within the digital forensics units can be shared with investigators, prosecutors and others involved in the case. Investigative units using our 58 Table of Content solutions are typically responsible for the investigation of serious crimes including child exploitation, homicide, anti-terror, border control, sexual crimes, organized crime, human trafficking, financial crimes including those involving cryptocurrency, corporate security, and intellectual property theft. Investigative units within larger law enforcement agencies sometimes establish and manage multiple divisions or sub-units comprising teams of detectives, investigators, analysts or other specialized professionals who focus on specific crime types such as homicide, gangs, sex crimes, crimes against children, narcotics and many others. No organization accounted for more than 5% of our total 2025 revenue. Our top 25 customers accounted for 25% of total 2025 revenue, which compares with our top 25 customers accounting for 25% of total 2024 revenue. Our customer base is geographically diverse. For a breakdown of our revenue by geography, see Note 17 to our consolidated financial statements in “Part III, Item 18. Financial Information.” Historically, we generate the majority of our revenue in the second half of our fiscal year with 54%, 54% and 54% of total annual revenue occurring in the second half of 2025, 2024 and 2023, respectively. This trend primarily reflects the timing of subscription agreements for our on-premise software solutions with U.S. federal customers to align with the end of their fiscal year in September, and with many other customers around the world to align with the end of their fiscal year in December. Over the past several years, we have successfully transitioned the vast majority of our customers from perpetual software licenses to subscription licenses. Total license subscription revenue represented 90%, 88% and 86% of our total annual revenue for the years ending December 31, 2025, 2024 and 2023, respectively. Growth Strategy Our growth is underpinned by an ongoing commitment to fund innovation and execute on our go-to-market initiatives intended to further expand the scope of existing customer relationships across our global customer base and win business with new customers. Our recent growth with existing Public Sector Customers has been primarily driven by expanding usage of current products and helping customers adopt new software solutions. In 2026, we expect to further expand our business through the following strategies: •New logos, upgrades, and annual price increases: We continue to broaden our customer base by winning new customers. In addition, we continue to evolve the mix of offerings used by customers and escalate prices in line with market conditions. •Digital Forensics growth: We continue to drive growth by converting customers using our legacy digital forensics solution to Inseyets, increasing the adoption of Inseyets with current and prospective customers, and by extending our reach into new user groups within our installed customer base by selling advanced unlock solutions and automation offerings. •Greater adoption of Cellebrite’s Digital Investigation and Analytics offerings: We seek to further expand the number of customers who use our Guardian Forensics solution. In addition to ongoing go-to-market initiatives to support adding more customers within U.S. state and local governments, Latin America and United Kingdom, we plan to make our Guardian Forensics solution available to U.S. Federal agencies by achieving FedRAMP authority to operate, and by extending into other select international markets and by selling a private sector version of Guardian Forensics to our enterprise customers. We will continue to focus on increasing adoption of our digital investigation and analytics solutions among our existing base of law enforcement, defense and intelligence agency customers around the globe. We also expect that our Guardian Investigate solution will be generally available in early 2026. •Leverage our global go-to-market capabilities to sell Corellium solutions: We will focus on capitalizing on opportunities to sell Corellium’s solutions into our global customer base across our defense, intelligence and enterprise verticals. 59 Table of Content •Improved retention: We continue to invest across our go-to-market organization in people, processes and systems, as well as evolve our pricing and packaging, to support improved retention rates by minimizing churn. Our business has historically generated strong cash flow from operations and has been minimally capital intensive. As of December 31, 2025, we reported cash and cash equivalents, cash deposits, short-term marketable securities and long-term marketable securities totaling $535.0 million with no outstanding debt. With a strong financial foundation, our growth strategy also includes disciplined pursuit and evaluation of acquisition candidates that can help us accelerate innovation and speed time to market with enhanced and new offerings, capabilities and features that can deepen existing customer relationships, increase our customer base, expand our total addressable market, accelerate revenue growth, or gain further operational scale. Research and Development Our ongoing investment in research and development is focused on enhancing our existing offerings with new features, functionality and capabilities as well as developing new products aiming to address evolving customer needs. Our extensive domain expertise and understanding of our customers’ workflows and related requirements is critical to understanding their most painful challenges. We invest considerably in mobile research, utilizing teams of experts who apply specialized skills and domain knowledge to advance the access, extraction and decoding capabilities of our digital forensic software in order to keep pace with ever-changing smartphone hardware, operating systems and related applications. We also augment our internal mobile research teams through partnerships with third-party specialists who help us further expand our library of mobile phone exploits. In addition, we continue to expand our investment in artificial intelligence, with a particular focus on advancing our analytics capabilities through the integration of next-generation AI technologies, including Generative AI and agentic AI. These initiatives strengthen our ability to deliver deeper insights, greater automation, and improved decision support across our solutions. We also continue to cloud-enable more solutions and capabilities that were previously only made available through on-premise deployments and add new features and functionality to our SaaS solutions. We also modify and enhance certain digital forensic solutions for our Public Sector Customers and develop new capabilities that address the specific needs of our enterprise customers and service providers, including capabilities aimed at helping them identify relevant data faster. Technology Infrastructure Historically, our software solutions were deployed on premise by our customers. In recent years, our customers have begun to utilize cloud-delivered solutions. We have responded by evolving our technology infrastructure and software development. We work closely with Amazon Web Services (AWS) to develop and scale our Cellebrite Cloud Platform, which we use to deliver our cloud-delivered solutions across the digital investigation end to end flow. As we drive greater adoption of our cloud-delivered solutions, we plan to continue making investments to further scale our Cellebrite Cloud Platform infrastructure, aiming to achieve compliance with various technical program requirements, standards and certifications for deployment of our cloud-delivered solutions at scale by federal and state government customers in the different regions we sell to. We believe that these investments will enable our customers to leverage their use of our cloud-delivered offerings, support faster and more cost-effective procurement processes, eliminate duplicative assessment efforts and ensure consistent application of information security standards. In addition, we will continue to thoughtfully evolve our go-to-market plans to deliver our cloud-based solutions in ways that align with the customers and geographies best suited for near-term adoption. 60 Table of Content Go-to-Market: Sales, Marketing, Customer Success & Technical Customer Support Sales Our sales and marketing activities reflect the size of the customer opportunity. We target public and private sector Customers either directly through our sales force or indirectly service providers and resellers. The majority of our subscription agreements with public and private sector customers are one year in length, which lends itself to a high-touch sales approach in order to produce strong retention rates and to advance new sales activities. Over time, we have seen more public sector agency budgets being diverted to digitally transform the investigative workflow and to help close the growing public safety gap. More recently, as a result of the evolving geopolitical landscape and regional conflicts around the world, we have seen increased funding to defense and intelligence agencies to support border control, counter intelligence and counter terrorism, and overall military readiness. We utilize a combination of direct sales and indirect channels to reach Public Sector Customers. Account executives and sales managers directly manage relationships with our largest customers while dedicated inside sales teams or resellers typically work with smaller customers. We sell to decision makers in public safety, which include the chiefs of investigations or the head of investigations and intelligence, or the heads of digital forensics labs. Our sales professionals work with current and prospective customers to understand and address the challenges they face, enabling them to identify opportunities to expand sales volumes, introduce key offerings within our full suite of solutions, and cultivate relationships with key decision makers in new buying centers within large agencies. In smaller accounts, we typically sell to police chiefs, senior law enforcement professionals or those charged with overseeing the agency’s digital forensics labs. We augment our direct sales staff with pre-sales engineering resources to showcase our offering, support technical configurations and deploy our solutions. We utilize an inside sales organization to reach out to new Public Sector Customers. In the private sector, we mainly sell to legal, compliance, internal investigation groups or eDiscovery groups within enterprises, and to service providers. Our account representatives in the private sector primarily focus on new customer acquisition and expanding our enterprise solution offerings within existing and new accounts. We often utilize resellers for government agency procurement to account for our internal business and operational needs, where direct sales opportunities do not exist or where the government requires local vendors due to local requirements. In the private sector, our direct sales force in the EMEA, LATAM and Asia Pacific regions is augmented by reseller relationships. We conduct a low volume of its business via e-commerce, and our e-commerce system is available only to customers who have a valid license to use Cellebrite’s solutions. For more information regarding our e-commerce system, see – “Part I, Item 3. Key Information —D. Risk Factors — Risks Related to Cellebrite’s Business and Industry — We conduct a fairly low volume of our business via e-commerce, which may result in the purchase process being more difficult for customers compared with other businesses.” 61 Table of Content Marketing To support the expansion of existing customer relationships, our marketing campaigns highlight the value we bring to them currently while introducing the value and advantages they can derive from increasing organizational adoption of existing solutions or using additional solutions in our portfolio. We develop and implement marketing programs to educate customers and increase awareness about how they can maximize existing Cellebrite solutions utilizing relevant channels such as our online customer community, in-person, virtual and on-demand customer workshops, webinars, and other content hosted on our website such as videos, blogs, infographics and technical white papers. We also provide relevant thought leadership content that highlights feedback, best practices, emerging trends and customer success stories around “what’s now and what’s next” in digital forensics, evidence management and investigative analytics that could be used to transform their investigative workflows. In addition, we participate in and sponsor relevant industry events and trade shows, and use account-based marketing to build awareness, create demand and drive user adoption to support account growth. To attract and engage new customers, Cellebrite’s branding and public relations efforts uses a variety of channels to communicate, such as press releases, industry events, social media, content marketing, customer success stories and community engagement initiatives. Typically, we utilize a layered approach with each channel and the corresponding messaging that build on and complement one another, resulting in a demand offer that is meant to be compelling and relevant to their needs. We also measure the impact and performance of these efforts and make adjustments accordingly across channels, content, messages and offerings. In addition to participation in industry events, we also hold an annual user conference, the Case to Closure (C2C) Summit, which enables us to fortify existing customer relationships, showcase our solutions and provide high-quality educational sessions. We augment this annual conference with smaller-scale, regional events. Customer Success & Technical Customer Support We provide our customers with post-sale support to help customers maximize the utility of our offerings, address time-sensitive questions about the features and functionality of our solutions, and respond to technical issues that may arise. Our customer success teams spend time on site with customers, supporting installations, and augmenting our training programs to help customers quickly acclimate to our offerings. Our technical customer support teams operate from multiple office locations around the world, providing responsive, native language assistance by phone and email during business hours in certain countries and on a 24-hour basis in other countries. We complement and augment our support teams with a range of online resources including those available through the MyCellebrite Learning Hub and via our user community called “The 101”. Competition We deliver a broad set of capabilities across the digital investigative lifecycle to support our expansive, global customer base. We typically compete with specialized vendors who focus on addressing certain investigation workflows. Some competitors have a specialty in digital forensics software, while others primarily offer analytics tools. Nevertheless, consolidation in the industry in recent years has resulted in certain competitors providing a broader range of solutions. There are a number of companies serving the public sector who have greater name recognition and substantially greater financial, management, marketing, service, support, technical, distributions and other resources than we do. While we may not compete directly against many of these companies, spending on their products and services may be prioritized over spending on our offerings. Additionally, certain competitors may be able to leverage their technical expertise or sales resources to respond more effectively than we can to changing or emerging technologies, standards and regulations or customer requirements. 62 Table of Content Digital Forensics: Our digital forensics software offerings primarily compete with Magnet Forensics Inc. (which was merged with GrayShift in 2023), Microsystemation AB, Oxygen Forensics, Inc., and Exterro Inc. Within the Digital Forensics Units of larger customers, a multi-vendor environment is common in part because a customer may desire to verify findings from its primary solution on a secondary solution, or because certain solutions are optimized for certain device types or applications. We believe that our offerings are differentiated by: •the breadth and depth of our mobile phone coverage as well as broad support for over 31,000 physical and virtual device profiles across mobile, laptop, computers, memory containers, applications, CDRs, etc.; •advanced capabilities for lawful access and complete extraction for the most advanced smartphones with extensive, unmatched Android coverage; •best-in-class decoding of digital data across the widest range of digital sources and thousands of applications, regardless of the digital forensics software used for extraction; and •pricing that is optimized to address a wide range of customer technical requirements and budgets. In the Private Sector, our digital forensic software solutions compete with vertical software providers such as Exterro Inc., Magnet Forensics Inc., Nuix Limited, and OpenText Corporation. Private Sector service providers are typically return-on-investment driven and will decide to acquire our solutions when there is a financial justification for the investment. We believe that our digital forensic software solutions for the private sector are differentiated by: •The ability to offer an integrated suite of solutions that support both remote and on-premise data collection for mobile, computer and business applications; •Deployment flexibility with SaaS and traditional on-premise offerings; •Targeted extraction to selectively collect specific information to help save time, money and protect user privacy; •Integration with specialized, third-party processing and analytics systems typically used in corporate investigations and eDiscovery activities; and •Packaging and pricing to optimize value for service providers. Digital Investigations and Analytics: Our SaaS-based evidence management solution, Guardian Forensics, addresses a growing trend to manage digital evidence with a cloud-based delivery model, which enables investigators, prosecutors, defense attorneys and other authorized personnel to review and analyze this information. Most customers have yet to adopt workflow and evidence management solutions to support digital evidence workflows and often manage digital evidence on external storage. However, we face competition from vendors including NICE Ltd., AXON Inc., Magnet Forensics Inc., and Microsystemation AB. We believe our evidence management solution is differentiated by: •Share and review functionality for reports and evidence benefiting from our best-in-class decoding capabilities as well as AI-based analytics; •Streamlined workflows to support the management of evidence within the Digital Forensic Unit; •Monitoring and audit logs that are critical to establishing and validating the chain of custody; •User access controls and permission capabilities; •Security and scalability, which includes meeting the technical standards used in certain customer segments or in certain geographies; and •Consumption-based packaging and pricing model so that customers of any size can benefit from our Guardian Forensics solution. 63 Table of Content Within Investigative Units, our AI-powered, multi-phone analytical software solution, Pathfinder, competes against traditional business information and visualization platforms as well as specialized analytics designed for law enforcement from vendors such as N. Harris Computer (which acquired the i2 intelligence analysis product portfolio from IBM in 2022), Nuix Limited, Pen-Link, Ltd. (which also acquired Cobwebs Technologies Ltd. in 2023), Griffeye Technologies AB (acquired by Magnet Forensics Inc. in 2023) and Siren (Sindice Ltd.). We believe our AI-powered, multi-phone analytics solution is differentiated by the ability to: •Analyze vast volumes of structured and unstructured mobile data from multiple phones as well as data from other digital sources in order to surface leads and identify connections among suspects, witnesses and victims; •Apply AI and machine learning models to perform image categorization, data aggregation, audio-to-text analysis, object character recognition and facial similarities; •Support collaboration across teams and agency departments; and •Generate timely, comprehensive reports. In addition, our case management and AI-powered analytics solution, Guardian Investigate product, competes against analytics for specific data sources and investigative workflow offerings from vendors such as Peregrine Technologies, Inc., Nuix Limited, Pen-Link, Ltd., LEADSONLINE, LLC, Altia Solutions Limited, Guardify, Inc., Palantir Technologies Inc., Tranquility AI Inc., Unisys Corporation and others. We believe our Investigate solution will be differentiated by the ability to: •Ingest and analyze data from a single or multiple mobile phones; •Deploy generative AI to analyze evidentiary artifacts from an increasing range of data sources including call detail records, closed circuit television video, witness statements and open source intelligence; •Visualize relationships and connections by correlating different data sets such as mobile phone data and call detail records; •Leverage agentic AI to support crime-type specific investigative workflows; •Advance investigations through secure storage, sharing and collaboration including assigning tasks, tracking progress and building timelines; and •Fortify the chain of custody. Prevention and Intelligence: The acquisition of Corellium in December 2025 has enabled us to provide highly differentiated, Arm-based Virtualization Software offerings that empower developers and security experts to research, work, and test seamlessly on an ever-expanding range of devices, from mobile smartphones to IoT and industrialized systems. Corellium’s virtualization solutions compete against a range of offerings including Android emulators, mobile security and mobile application testing tools; enterprise information management software; electronic design automation solutions; and hybrid cloud testing offerings. While these alternatives can address certain customer requirements, we believe Corellium’s Arm-based Virtualization Software provides improved functionality, greater convenience, efficiency and scalability, lower overall cost and time savings. More specifically, we believe Corellium’s offerings are differentiated by: •Arm-on-arm virtualization through the Corellium Hypervisor for Arm (CHARM) technology that allows developers and researchers to run virtualized iOS and Android mobile devices, as well as custom Arm-based IoT devices, directly on Arm servers; •Multi-platform spanning Android, Apple iOS and IoT operating systems; •Flexibility in deployment spanning on-premises and cloud; •Mission-critical tools to support the mobile vulnerability research, exploit introspection, and malware analysis requirements of defense and intelligence agencies; 64 Table of Content •Self-service, automated mobile application security testing capabilities; •Root access and kernel coverage for the latest generation of mobile devices; and •Cloud native research and development tools. Subscription Terms The subscription to use our products is granted to customers on a limited, non-transferable, non-sublicensable, territory and subscription basis. The subscription contains customary undertakings from customers and additionally requires them not to use the software in violation of applicable laws (including laws with respect to privacy and other human rights and the rights of individuals), any human rights standards and best practices including internationally recognized human rights instruments, such as the Universal Declaration of Human Rights, or in support of any illegal activity or to violate the rights of any third party. We may terminate any license, among other things, in the event of a material breach that is not cured after 30 days’ notice. In addition, we may disable the use of our software, among other things, if it is determined that our products were used in violation of the license or applicable laws. Regulations We are subject to various laws and regulations on import and export controls, sanctions, privacy, and data protection. In addition to the regulations outlined below, our operations also are subject to various laws and regulations governing employment matters, and the occupational health and safety of our employees and wage regulations. Export Controls The export of some of our products and solutions is subject to Israeli export control laws which are administered by the Israeli Defense Export Controls Agency (“DECA”) within the Ministry of Defense. We currently operate under an export license issued pursuant to the Israeli encryption control regime. Israeli export control laws and regulations as well as the licenses granted to us by DECA prohibit us from exporting some of our products to customers in certain countries and require us to obtain the consent of DECA to export some of our products to customers in certain other countries. On November 18, 2025, the Israeli Minister of Defense signed an order repealing the current encryption control regime and adopting a new regime. The new regime becomes effective on March 18, 2026. We believe that under this order our current license will remain valid until September 2027 with respect to our existing products. Under the new regime, some of our solutions will become subject to the Wassenaar Arrangement. The Wassenaar Arrangement is a multilateral export control regime with 42 participating states. Although Israel is not a party to the Wassenaar Arrangement, it has adopted the Wassenaar Arrangement List of Dual Use Goods and Technologies and the goods and technologies listed therein, which could be understood to include digital forensic technologies as well as the cryptographic capabilities in our products, are subject to Israeli export control laws and regulations. As a result, we expect that some of our products will be controlled primarily under the Israeli Defense Export Control Law, 5767-2007 administered primarily by DECA and, to a lesser extent, the Import and Export Order (Export Control over Dual Use Goods, Services and Technology), 5766-2006, administer primarily by the Ministry of the Economy, in each case, depending on the nature of the customer. This outcome will result in the imposition of new obligations on us. For example, under the Defense Export Control Law, 5767-2007, an Israeli company may not conduct “defense marketing activity” without a defense marketing license from the Israeli Ministry of Defense and, subject to certain exceptions, is subject to a licensing requirement from the Israeli Ministry of Defense for the export of any controlled defense goods, services and/or know-how. The definition of defense marketing activity is broad and includes any marketing of “defense equipment, services and/or know-how” outside of Israel or to a non-Israeli (including within Israel) regarding controlled dual-use equipment, services and/or know-how. If this provision is determined to apply to some or all of our products, we would likely need to adapt our 65 Table of Content licensing, marketing and export practices to accommodate this regulatory change. We are currently in discussions with representatives of DECA regarding the possibility of continuing our export activities consistent with our practices under our current license. Import Regulations Various other countries in which we operate regulate the import of certain decryption and cryptographic solutions and technology, including import permitting and licensing requirements, and have enacted laws that could limit our ability to distribute our solutions or could limit our customers’ ability to implement our solutions in those countries. Sanctions Our activities are subject to certain economic sanctions laws including under the laws of the State of Israel and the United States. In addition, we have adopted policies and procedures to restrict sales in certain additional countries. Data Privacy Given the global nature of our operations, we are subject to a variety of local, state, national, and international laws and directives and regulations related to privacy and data protection, data security, data storage and retention, data transfer and deletion, and technology protection. Our products are mostly used as an on-premise solution and are generally operated by our customers without our involvement. Nevertheless, our service operators occasionally have brief and limited access to customer data, including PII, when they receive calls for technical support, or when they maintain or operate the relevant solution. One instance where we may have access to personal information and investigative data is when a customer calls for technical support, they sometimes share data with our technical support teams or grant service operators access to data for the purpose of performing services, such as bug fixing, research and analysis. We have internal processes for deleting such data shortly after the completion of customer support. In addition, customers may use our investigative management solution, the Guardian, to store, share and review sensitive data, including PII, when they decide to store such data in our investigative management SaaS-based solution. In addition, as part of the provision of our Advanced Services in which we serve as an outsourced lab, we extract data that may include sensitive data and PII, from digital sources that are sent to us by our customers. In the performance of such Advanced Services, we maintain such data securely with limited access, and delete such data following confirmation that the data has been received by the customer. Virtually every jurisdiction in which we operate has established its own legal framework relating to privacy, data protection, and information security matters with which we and/or our customers must comply. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, retention, disclosure, security, transfer, and other processing of data that identifies or may be used to identify or locate an individual. Some countries and regions have passed legislation that imposes significant obligations in connection with privacy, data protection, and information security. United States The United States has federal and state laws and regulations regarding privacy and information security, including consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), data breach notification laws, and personal data privacy laws. States continue to revise and pass new privacy-related legislation. For example, the California Consumer Privacy Act (CCPA) and follow-on legislation in the California Privacy Rights Act (CPRA), provide for civil penalties for violations, as well as a private right of action for data breaches that may increase data breach litigation. The CPRA also created a new state agency that is vested with authority to implement and enforce the CCPA and the CRPA. Similar laws passed in numerous other U.S. states that are currently in effect or will become effective in the near future. Additional U.S. states are considering, similar data privacy laws. We cannot fully predict the impact of these state laws on our business or operations, but they may require us to modify our data 66 Table of Content processing practices and policies and to incur substantial costs and expenses in an effort to comply. In addition to the growing number of state-level privacy laws, the U.S. Congress has been actively considering a federal privacy law for some time which, if passed, would likely create a comprehensive national framework for data protection and privacy. This law could supersede many state privacy laws and establish uniform privacy protections across the country, addressing issues such as data security, artificial intelligence governance and consumer rights. The final form, timeline, and effective date of a potential U.S. federal privacy law is uncertain at this time. Europe and UK We are required to comply with the GDPR and, following the exit of the UK from the EU, the UK equivalent. For the purposes of the GDPR and the UK equivalent, we are not considered to be a controller regarding our customers' PII processed as part of the services provided to them and serve as a processor in a limited number of circumstances. Implementation of the GDPR and the UK equivalent exposes us to two parallel data protection regimes, each of which impose several stringent requirements for controllers and processors of personal data and could make it more difficult to and/or more costly for us to collect, store, use, transmit and process personal and sensitive data. Among other requirements, the GDPR regulates transfers of personal data subject to the GDPR to third countries that have not been found to provide adequate protection to such personal data, including the United States, and the efficacy and longevity of current transfer mechanisms between the EEA and the United States remains uncertain. A decision from the CJEU states that reliance solely on the Standard Contractual Clauses - a standard form of contract approved by the European Commission as an adequate personal data transfer mechanism - may not necessarily be sufficient in all circumstances and that transfers must be assessed on a case-by-case basis. In 2022, the EU and U.S. established the EU-US DPF, a GDPR transfer mechanism to U.S. entities self-certified under the DPF. The DPF also introduced a new redress mechanism for EU citizens which addresses a key concern in the previous CJEU judgments. Similar mechanisms are also in place under UK law following the UK’s exit from the EU in 2021. Non-compliance with the GDPR and the UK equivalent legislation may result in administrative fines or monetary penalties of up to 4% of worldwide annual revenue in the preceding financial year or €20 million (or GBP 17.5 million under the UK legislation), whichever is higher for the most serious infringements, and could result in proceedings against us by governmental entities or other related parties and may otherwise adversely impact our business, financial condition, and results of operations. Israel The Israeli Privacy Protection Law, 1981 ("PPL"), along with its regulations such as the Israeli Privacy Protection Regulations (Data Security) 2017 ("Security Regulations"), mandates strict requirements for processing, transferring and securing personal data. A significant amendment to the PPL, known as Amendment 13, was approved by the Israeli Parliament in August 2024 and became effective on August 14, 2025. This amendment notably enhances the investigative powers of the Privacy Protection Authority and increases the potential monetary sanctions for violations, which could reach millions of NIS in certain cases. Compliance with Amendment 13 may necessitate substantial changes to our data processing practices and could involve significant costs. Non-compliance with the PPL may lead to enforcement actions, litigation, including class actions, and substantial fines and penalties. AI As we continue to innovate and improve our offerings by leveraging AI, jurisdictions are turning increasing attention to the regulation and governance of the use of AI and machine learning technologies. As these legal requirements evolve, we may face additional scrutiny and regulation, and bear increased compliance costs and other exposures, associated with the regulation of our use of such technologies. In addition, we may become subject to new or heightened legal, ethical or other challenges arising out of the perceived or actual impact of AI on human rights, intellectual property, privacy and employment, among other issues, and we may experience brand or reputational harm, legal liability or increased costs 67 Table of Content associated with those issues. For more information, see “—Issues in the use of AI (including machine learning) in our solutions may result in reputational harm, liability or impact our financial results.” Intellectual Property Our suite of solutions is based on proprietary software and related intellectual property rights. We rely on a combination of copyright, trademark and trade secret laws, as well as certain contractual provisions to establish, maintain, protect and enforce our intellectual property and other proprietary rights, including those relating to our technology and solutions. In addition, we license technology from third parties that is integrated into some of our solutions. We own a number of registered trademarks, including “Cellebrite”, “UFED” and other pending applications. Cellebrite also owns a number of domain names, including http://www.cellebrite.com. Recent Acquisitions In December 2025, we acquired Corellium, a U.S.-based provider of Arm-based Virtualization Software that empowers developers and security experts to research, work, and test seamlessly on an ever-expanding range of devices, from mobile smartphones to IoT and industrialized systems. We paid $170 million in cash (with $20 million converted into equity at closing). We will pay Corellium security holders up to an additional $30 million in cash based on the achievement of certain performance milestones over the next two years. In February 2026 we signed an agreement to acquire SCG Canada Inc., (“SCG”) a leading provider of hand-held digital forensics solutions that enables access to dozens of the most common Unmanned Aerial Vehicles (UAVs) for extraction, decoding and visualization of important forensic artifacts. On March 1, 2026 this acquisition was closed. We paid $17 million upon closing in cash, and an additional $1 million in RSUs to be vested in one year subject to Cellebrite’s common vesting conditions. Acquiring SCG is expected to further broaden Cellebrite’s digital forensics capabilities for collecting and reviewing data from a fast-growing category of digital witnesses. Legal Proceedings See “Part I, Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings.” C. ORGANIZATIONAL STRUCTURE The Company was incorporated on April 13, 1999 under Israeli Law and has subsidiaries in the United States, Germany, Singapore, Australia, Brazil, United Kingdom, France, Canada, Japan and India, which are listed below: 68 Table of Content SUBSIDIARIES OF CELLEBRITE DI LTD. Name of Subsidiary Jurisdiction of Organization Cellebrite Inc. U.S. (Delaware) Cellebrite GmbH Germany Cellebrite Asia Pacific Pte Ltd. Singapore Cellebrite Soluções de Inteligência Digital Ltda Brazil Cellebrite Digital Intelligence Solutions Private Limited India Cellebrite UK Limited United Kingdom Cellebrite Canada Mobile Data Solutions Ltd. Canada Cellebrite France SAS France Cellebrite Japan K.K. Japan Cellebrite Australia PTY Limited Australia Cellebrite Digital Intelligence LP U.S. (Delaware) Cellebrite Federal Solutions Inc. U.S. (Delaware) Corellium, Inc. U.S. (Delaware) SCG Canada Inc. Canada All subsidiaries are 100% owned by Cellebrite DI Ltd., except: Cellebrite Canada Mobile Data Solutions Ltd., which is 100% owned by Cellebrite UK Limited, Cellebrite Digital Intelligence LP which is 99% owned by Cellebrite DI Ltd., and 1% owned by Cellebrite Inc., Cellebrite Digital Intelligence Solutions Private Limited which is 99.99% owned by Cellebrite DI Ltd and 0.01% owned by Cellebrite Asia Pacific Pte Ltd., Cellebrite Federal Solutions Inc. which is 100% owned by Cellebrite Inc. and Corellium, Inc. which is 100% owned by Cellebrite Inc. D. PROPERTY, PLANTS AND EQUIPMENT Our main offices are currently located in a 6,386 square meter facility that we lease in Petah-Tikva, Israel, where the premises are used for all aspects of our operations (except for our factory). Our lease for this facility expires on June 30, 2027. We also lease a 1,445 square meter facility in Kiryat Malachi, Israel where the premises are used for our hardware factory. Our lease for this facility expires on February 28, 2031. Our USA main offices are currently located in a 31,901 sq. ft facility that we lease in Mclean, VA, USA, where the offices are used for our sales, marketing and other go-to-market activities in the Americas. Our lease for this facility expires on June 30, 2036. In addition, we have offices in the following locations: Morristown, New Jersey; Delray Beach, Florida; Ottawa, Canada; Singapore; New Delhi, India; Tokyo, Japan; Sao Paulo, Brazil; London, UK; Munich, Germany, Tel Aviv, Israel and Jerusalem, Israel. Our offices support functions across sales and marketing, services, research and development, and operations and administration.