A. OPERATING RESULTS This operating and financial review should be read together with the section captioned “Selected Financial Data,” “Part I, Item 4, Information on the Company—B. Business Overview” and our consolidated financial statements and the related notes to those statements prepared in accordance with U.S. GAAP and included elsewhere in this Annual Report. Among other things, those financial statements include more detailed information regarding the basis of preparation for the following information. This discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under “Part I, Item 3.D. Risk Factors” and elsewhere in this Annual Report, our actual results may differ materially from those anticipated in these forward-looking statements. Please see “Special Note About Forward-Looking Statements and Risk Factor Summary” in this Annual Report. Overview Cellebrite is a leading provider of AI-powered digital investigative and intelligence solutions that are designed to help public and private sector customers around the world transform their investigative workflows, make forensically sound digital data more accessible and actionable, and elevate the efficiency and effectiveness of mobile research and application security. Our solutions are designed to help law enforcement agencies protect their communities more effectively and efficiently by advancing investigations, and in that supporting these agencies in their efforts 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 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. For more information, see “Part I, Item 4. Information on the Company — B. Business Overview.” Our revenue was $475.7 million and $401.2 million for the years ended December 31, 2025 and 2024, respectively, representing a year-over-year increase of 19%. The increase in revenue period-over-period was driven by the following: (i) continued sales of our Inseyets suite of digital forensics software to existing customer base and to new customers; and (ii) continuous adoption of the rest of our portfolio of offerings such as Pathfinder and Guardian by our existing customer base. Net income (loss) of $78.3 million and $(283.0) million were incurred for the years ended December 31, 2025 and 2024, respectively, representing a period-over-period income increase of $361.3 million. This increase primarily reflects the impact of the financial expenses from presenting the Company’s Warrants, Restricted Sponsor Shares liability and Price Adjustment Shares liability at their fair value. Our Adjusted EBITDA for the years ended December 31, 2025 and 2024 was $127.6 million and $99.4 million, respectively and reflects the company’s continuous revenue growth coupled by prudent spending management. Acquisitions See “Part I, Item 4. Information on the Company—B. Business Overview—Recent Acquisitions.” 70 Table of Content Key Factors Affecting Our Performance Our historical financial performance has been, and we expect our financial performance in the future to be, mainly driven by our ability to: •Increase penetration within existing customers. We plan to continue to increase penetration within our existing customers with our AI-powered digital investigative and intelligence software solutions and by expanding the breadth of our solutions capabilities to provide for continued up-selling and cross-selling opportunities with both public and private sector customers. We have seen an increase in Annual Recurring Revenue (“ARR”) and dollar-based net retention due to the broad use cases of our software offerings with public sector and private sector customers. •Capitalize on the prioritization of law enforcement funding. We generate the majority of our revenue from contracts with national, regional and local governments to support an array of law enforcement agencies. We believe that ongoing funding of these law enforcement agencies will remain a top priority in the U.S. and in other countries around the world despite recent and ongoing geopolitical changes that have recently impacted the overall spending priorities of certain public sector customers and the timing and magnitude of their spending plans for our technology, As a result, we believe we are well-positioned to continue expanding our business with existing public sector customers and are investing accordingly. •Extend our technology and market leadership position. We continue to strengthen our position as a market-leading provider of AI-powered digital investigative and intelligence software solutions through investment in research and development and continued innovation. In addition to ongoing investment to enhance our mobile research capabilities, we plan to enhance and expand the functionality of our software solutions by investing in generative and agentic AI capabilities that will enable us to address a wider range of customer needs and mode of operation. We are also increasing our investment in SaaS and Cloud to address growing demand to use our solutions via these deployment options. We believe this strategy expands our addressable market, enables new growth opportunities and allows us to continue to deliver differentiated high-value outcomes to our customers. •Grow our customer base. Historically, new customer acquisition has represented a modest driver of top-line expansion due in large part to the fact that we have established long-term relationships with most of the largest public sector agencies and many of the largest enterprises and services providers in the private sector. However, while spending by new customers on our solutions starts at relatively modest levels, their spending grows over time at a rate that is generally in line with overall company. As a result, we believe that the acquisition of new customers in both the public sector, mainly with smaller accounts, and in the private sector, mainly with larger enterprise accounts and service providers, will continue to contribute modestly to the growth of our business. 71 Table of Content Key Metrics In addition to our U.S. GAAP financial information, we monitor the following key metrics and non-GAAP financial measure in order to help us measure and evaluate the effectiveness of our operations: Year Ended December 31, 2025 2024 ($ in millions) Annual recurring revenue (ARR) $481 $396 YoY ARR Growth 21% 25% Recurring revenue dollar-based net retention rate 116% 124% Adjusted EBITDA 127.6 99.4 Annual recurring revenue: ARR is defined as the annualized value of active term-based subscription license contracts, SaaS subscription contracts, and maintenance contracts related to other non-recurring in effect at the end of that period. Subscription license contracts and maintenance contracts for other non-recurring are annualized by multiplying a full month revenue as of the last month of the period by 12. Recurring revenue dollar-based net retention rate: Dollar-based net retention rate is calculated by dividing customer recurring revenue by base revenue. We define base revenue as annual recurring revenue we recognized from all customers with a valid license at the end of the equivalent quarter of the previous year. We define our customer revenue as the annual recurring revenue we recognized on the date of measurement from the same customer base included in our measure of base revenue, including annual recurring revenue resulting from additional sales to those customers. Operating Income: Operating Income is calculated as Revenue less cost of revenue expenses and operating expenses. Non-GAAP Operating Income: Non-GAAP Operating Income is calculated as Operating Income plus issuance expenses, executive severance costs, share-based compensation expenses, amortization of intangible assets, and acquisition related costs. The following table provides a reconciliation of our operating income to Non-GAAP operating income: Year Ended December 31, 2025 2024 ($ in thousands) Operating income $ 66,480 $ 56,906 Executive severance costs 574 1,068 Share-based compensation expense 44,892 30,575 Amortization of intangible assets 4,899 3,349 Acquisition related costs 3,818 221 Non-GAAP operating income $ 120,663 $ 92,119 72 Table of Content Adjusted EBITDA: Adjusted EBITDA is calculated as net income plus financial expense, tax expense, depreciation expenses, amortization of intangible assets, issuance expenses, executive severance costs, share-based compensation expense, acquisition related costs. The following table provides a reconciliation of our net income to Adjusted EBITDA: Year Ended December 31, 2025 2024 ($ in thousands) Net income (loss) $ 78,326 $ (283,007) Financial (income) expense (24,198) 332,890 Tax expense 12,352 7,023 Depreciation expenses 6,968 7,258 Amortization of intangible assets 4,899 3,349 Executive severance costs 574 1,068 Share-based compensation expense 44,892 30,575 Acquisition related costs 3,818 221 Adjusted EBITDA 127,631 99,377 Adjusted EBITDA margin 27 % 25 % We believe that the use of non-GAAP operating income and Adjusted EBITDA is helpful to investors. These measures, which we refer to as our non-GAAP financial measures, are not prepared in accordance with GAAP. We believe that the non-GAAP financial measures provide a more meaningful comparison of its operational performance from period to period, and offer investors and management greater visibility into the underlying performance of its business: •Share-based compensation expenses utilize varying available valuation methodologies, subjective assumptions and a variety of equity instruments that can impact a company’s non-cash expenses; •Acquired intangible assets are valued at the time of acquisition and are amortized over an estimated useful life after the acquisition; •Acquisition-related expenses and executive severance expenses relate to the cash component of contractual severance due to our former CEO and CFO, all of which are unrelated to current operations and neither are comparable to the prior period nor predictive of future results; •To the extent that the above adjustments have an effect on tax (income) expense, such an effect is excluded in the non-GAAP adjustment to net income; •Tax expense, depreciation and amortization expense vary for many reasons that are often unrelated to our underlying performance and make period-to-period comparisons more challenging; and •Financial instruments are remeasured according to GAAP and vary for many reasons that are often unrelated to our current operations and affect financial income. 73 Table of Content Free Cash Flow: Free cash flow is calculated as net cash provided by or used in operating activities less purchases of property and equipment. We believe that free cash flow is a useful indicator of liquidity that provides information to management and investors about the amount of cash provided by or used in our operations that, after the investments in property and equipment, can be used for strategic initiatives. Year Ended December 31, 2025 2024 ($ in thousands) Net cash provided by operating activities $ 173,544 $ 132,171 Purchases of property and equipment (13,225) (8,566) Free cash flow 160,319 123,605 Free cash flow margin 34 % 31 % Key Components of Results of Operations Revenue Revenue consists of subscription, other non-recurring, and professional services. •Subscription. Subscription revenue include SaaS and on-premise subscription revenue, as well as maintenance and support services associated with on-premise subscriptions and other non-recurring arrangements. Subscription revenue is comprised of subscription services and term-license revenue. Subscription services revenue is the revenue that is recognized over the life of the subscription and term-license revenue is the revenue that is immediately recognized upon the sale of an on-premise subscription license. In connection with our term-based agreements, SaaS subscription agreements, and other non-recurring arrangements, we generate revenue through maintenance and support under renewable subscription, fee-based contracts that include unspecified software updates and upgrades released when and if available as well as software patches and support. Customers with active subscriptions are also entitled to our technical customers’ support. •Other non-recurring. Other non-recurring revenue reflects the revenue recognized from sales of other non-recurring related to offerings such as hardware sold mainly in connection with new software license, and usage-based fees. Other non-recurring fees are recognized upfront assuming all revenue recognition criteria are satisfied. •Professional Services. Professional Services consists of revenue related to: (i) certified training sessions by Cellebrite Trainings; (ii) our advanced services; (iii) certain implementation services in connection with our software licenses; (iv) on premise contracted customer success and technical support; and (v) specific on-site services contracted by us with customers and delivered by our personnel to support the ongoing operation of our solutions in collaboration with the customer. The revenue of professional services is recognized upon the delivery of our services. Cost of Revenue Cost of revenue consists of cost of subscription, cost of other non-recurring, and cost of professional services. •Cost of Subscription. Cost of subscription revenue includes all direct cost to deliver and support subscription services, including salaries and related employees’ expenses, allocated overhead such as facilities expenses, third party license fees, fees paid to OEMs, hosting, and IT related expenses. We recognize these costs and expenses upon occurrence. 74 Table of Content •Cost of other non-recurring. Cost of other non-recurring revenue includes all direct costs to deliver other non-recurring revenue, including HW costs, fees paid for third party products, materials, salaries and related employees’ expenses, allocated overhead such as depreciation of equipment and IT related expenses, warehouse, manufacturing and supply chain costs. We recognize these costs and expenses upon occurrence, while HW components are recognized upon delivery. •Cost of Professional Service. Cost of professional service revenue includes salaries and related employees’ expenses, subcontractors and all direct costs related to professional services such as services materials, allocated overhead such as depreciation of equipment, facilities and IT related costs. We recognize these costs and expenses upon occurrence. Gross Profit and Gross Margin Gross profit is revenue less cost of revenue, and gross margin is gross profit as a percentage of revenue. Gross profit has been and will continue to be affected by various factors, including our revenue mix, the selling price to our customers, the cost of our manufacturing facility, supply chain, hosting, salaries, other related costs to our employees and subcontractors and overhead. We expect that our gross margin will fluctuate from period to period depending on the interplay of these various factors. Operating Expenses Operating expenses consists of research and development, sales and marketing and general and administrative expenses. The most significant components of our operating expenses are personnel costs, which is included in each component of operating expenses and consists of salaries, benefits, bonuses, stock-based compensation and, with regards to sales and marketing expenses, sales commissions. •Research and development. Research and development expenses primarily consist of the cost of salaries and related costs for employees, subcontractors cost, consultation services and depreciation of equipment. Our costs of research and development also include facility-related expenses, recruitment and training, IT infrastructure, information system licenses, hosting, support and others that contribute to the research and development operations. We focus our research and development efforts on developing new solutions, core technologies and to further enhance the functionality, reliability, performance and flexibility of existing solutions. We believe that our software development teams and our core technologies represent a significant competitive advantage for us and we expect that our research and development expenses will continue to increase, as we invest in research and development headcount to further strengthen and enhance our solutions •Sales and marketing. Sales and marketing expenses primarily consist of the cost of salaries and related costs for employees, marketing activities, travel expenses, and commissions earned by our sales personnel. Our costs of sales and marketing also include facility-related expenses, recruitment and training, information system licenses, hosting, support and others that contribute to the sales and marketing operations. We expect that sales and marketing expenses will continue to increase as we continue to invest in our Go-to-Market activities. •General and administrative. General and administrative expenses primarily consist of the cost of salaries and related costs for employees, insurance, consultants and facility-related costs for our corporate management, finance, legal, IT, human resources, administrative personnel, and other corporate expenses. We anticipate moderate growth in our general and administrative expenses as we further expand our business around the world. All of the departments are allocated with general and administrative expenses such as rent and related expenses, recruitment and training, information systems licenses, hosting, support and others. 75 Table of Content Quarterly Trends in Operating Expenses Operating expenses have generally increased sequentially as a result of our growth and are primarily related to increases in personnel-related costs, including share-based compensation, to support the expanded operations, continued investment in research and development, and expansion of commercial and marketing investments. Financial Income (expense), Net Financial income (expense), net consists primarily interest income on our short-term deposits, fees to banks and foreign currency realized and unrealized income and loss related to the impact of transactions denominated in a foreign currency and financial investment activities, and revaluation of derivative warrant liability, Restricted Sponsor Shares and Price Adjustment Shares. Tax Expense Tax expense (as well as deferred tax assets and liabilities, and liabilities for unrecognized tax benefits) reflect management’s best assessment of estimated current and future taxes to be paid. We are subject to income taxes in Israel, the United States, and numerous other foreign jurisdictions. Significant judgments and estimates are required in determining the consolidated income tax expense. Our income tax rate varies from Israel’s statutory income tax rates, mainly due to differing tax rates and regulations in foreign jurisdictions and other differences between expenses and expenses recognized by other tax authorities in relevant jurisdictions. We expect this fluctuation in income tax rates, as well as its potential impact on our results of operations, to continue. Results of Operations The following tables and narrative set forth our results of operations for the periods presented. For a comparison of our results of operations for the years ended December 31, 2024 and 2023, see “Part I, Item 5. Operating and Financial Review Prospects—A. Operating Results” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on March 18, 2025, which comparative information is herein incorporated by reference. 76 Table of Content Year ended December 31, 2025 2024 ($ in thousands) Revenue: Subscription services $ 330,765 $ 271,028 Term-license 96,245 82,007 Other non-recurring 17,771 17,285 Professional services 30,894 30,883 Total Revenue 475,675 401,203 Cost of revenue: Cost of subscription services 37,461 26,004 Cost of term-license 87 — Cost of other non-recurring 15,617 16,200 Cost of professional services 22,007 20,389 Total cost of revenue 75,172 62,593 Gross profit $ 400,503 $ 338,610 Operating expenses: Research and development 113,877 98,415 Sales and marketing 154,814 132,389 General and administrative 65,332 50,900 Total operating expenses 334,023 281,704 Operating income 66,480 56,906 Financial income (expense), net 24,198 (332,890) Income (loss) before tax expenses 90,678 (275,984) Tax expense 12,352 7,023 Net income (loss) $ 78,326 $ (283,007) Other comprehensive income Unrealized income (loss) on hedging transactions, net of tax 1,115 (487) Unrealized income on marketable securities 317 113 Foreign currency translation adjustments (1,298) 1,410 Total other comprehensive income, net of tax 134 1,036 Total comprehensive income (loss) $ 78,460 $ (281,971) Results of operations includes share-based compensation expenses: Year ended December 31, 2025 2024 ($ in thousands) Cost of revenue $ 3,180 $ 2,227 Research and development 10,008 6,663 Sales and marketing 13,861 $ 10,216 General and administrative 17,843 11,469 Total share-based compensation $ 44,892 $ 30,575 77 Table of Content Revenue Year Ended December 31, Change 2025 2024 Amount Percent ($ in thousands) Subscription services $ 330,765 $ 271,028 $ 59,737 22% Term-license 96,245 82,007 14,238 17% Total subscription 427,010 353,035 73,975 21% Other non-recurring 17,771 17,285 486 3% Professional services 30,894 30,883 11 —% Total Revenue $ 475,675 $ 401,203 $ 74,472 19% Subscription Subscription revenue increased by $74.0 million, or 21% for the year ended December 31, 2025, as compared with the year ended December 31, 2024, primarily due to an increase related to the continuous adoption of our solutions primarily by existing customers and, to lesser extent, new customers. Other non-recurring Other non-recurring revenue increased by $0.5 million, or 3%, for the year ended December 31, 2025, as compared with the year ended December 31, 2024, primarily due to the sale of hardware components sold in conjunction with the sale of new licenses of our Inseyets suite of digital forensics offerings and the Pathfinder on-premise solutions. Professional Services Professional services revenue remained consistent for the year ended December 31, 2025, as compared with the year ended December 31, 2024, primarily due to reduced demand for Cellebrite Advanced Services as more customers adopted our advanced lawful access solutions, offset by an increase of training revenue. Cost of Revenue Year Ended December 31, Change 2025 2024 Amount Percent ($ in thousands) Cost of subscription services $ 37,461 $ 26,004 $ 11,457 44 % Cost of term-license 87 — 87 100 % Cost of other non-recurring 15,617 16,200 (583) (4 %) Cost of professional services 22,007 20,389 1,618 8 % Cost of Revenue $ 75,172 $ 62,593 $ 12,579 20 % 78 Table of Content Cost of Subscription Cost of subscription increased by $11.5 million, or 44% for the year ended December 31, 2025, as compared to the year ended December 31, 2024. This increase is primarily due to expenses related to additional subscription revenue, such as hosting expenses, customer support and customer success personnel expenses. Cost of Other Non-Recurring Cost of other non-recurring revenue decreased by $0.6 million, or 4% for the year ended December 31, 2025, as compared with the year ended December 31, 2024. This decrease is primarily due to hardware costs. Cost of Professional Services Cost of professional services revenue increased by $1.6 million, or 8% for the year ended December 31, 2025, as compared with the year ended December 31, 2024. The increase is primarily due to increased training expenses. Gross Profit and Gross Profit Margin Year Ended December 31, Change 2025 2024 Amount Percent ($ in thousands) Gross Profit: Subscription services $ 293,304 $ 245,024 $ 48,280 20 % Term-license 96,158 82,007 14,151 17 % Total subscription 389,462 327,031 62,431 19 % Other non-recurring 2,154 1,085 1,069 99 % Professional services 8,887 10,494 (1,607) (15 %) Total gross profit $ 400,503 $ 338,610 $ 61,893 18 % Gross Profit Margins: Subscription services 89 % 90 % Term-license 100 % 100 % Total subscription 91 % 93 % Other non-recurring 12 % 6 % Professional services 29 % 34 % Total gross margin 84 % 84 % Subscription Subscription gross profit increased by $62.4 million, or 19%, during the year ended December 31, 2025, as compared with the year ended December 31, 2024. Subscription gross profit margin decreased from 92.6% to 91.2%, during the year ended December 31, 2025, as compared with the year ended December 31, 2024, mainly due to an increase in hosting expenses and customer success personnel expenses. 79 Table of Content Other non-recurring Other non-recurring gross profit increased by $1.1 million, or 99%, during the year ended December 31, 2025, as compared with the year ended December 31, 2024. Other non-recurring gross profit margin increased from 6% to 12%, during the year ended December 31, 2025, as compared with the year ended December 31, 2024, mainly as a result of higher hardware revenue in 2025 and decreased costs. Professional Services Professional services gross profit decreased by $1.6 million, or 15% during the year ended December 31, 2025, as compared with the year ended December 31, 2024. Services gross profit margin decreased from 34% to 29%, during the year ended December 31, 2025, as compared with the year ended December 31, 2024, mainly as a result of lower Cellebrite advanced services revenue and increased training expenses. Operating Expenses Year EndedDecember 31 Change 2025 2024 Amount Percent ($ in thousands) Operating expenses Research and development 113,877 98,415 15,462 16 % Sales and marketing 154,814 132,389 22,425 17 % General and administrative 65,332 50,900 14,432 28 % Total operating expenses $ 334,023 $ 281,704 $ 52,319 19 % Research and development Research and development expenses increased by $15.5 million, or 16%, for the year ended December 31, 2025, as compared with the year ended December 31, 2024. This increase is primarily attributable to an increase in salaries and related costs of $12.2 million, and hosting costs of $1.0 million. Sales and marketing Sales and marketing expenses increased by $22.4 million, or 17%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The increase primarily relates to higher salaries and related costs for employees and commissions earned by our sales personnel of $15.2 million and a $2.5 million increase in marketing activities. General and administrative General and administrative expenses increased by $14.4 million, or 28%, for the year ended December 31, 2025, as compared with the year ended December 31, 2024. The increase primarily relates to salaries and related costs for employees of $15.9 million, of which $9.4 million was associated with share-based compensation, mainly related to the Company’s CEO grants of $7.2 million, offset by hosting expense decreases. 80 Table of Content Finance Income (expense), net Finance income (expense), net increased by $357.1 million, or 107%, for the year ended December 31, 2025, as compared with the year ended December 31, 2024, mainly due to revaluation of derivative warrants, sponsors restricted shares and price adjustment shares derived expenses in 2024, due to the increase in the Company’s share price. These instruments were no longer classified as liabilities in 2025. Taxes on Income Taxes on income increased by $5.3 million, or 76%, for the year ended December 31, 2025, as compared with the year ended December 31, 2024, mainly as a result of profit for tax position in the Parent Company. For additional information regarding Israeli corporate tax, see - “Part I, Item 10. Additional Information — E. Material U.S Federal Income Tax Considerations —Non-U.S Holders - Tax Benefits Subsequent to the 2005 Amendment.” B.Liquidity and Capital Resources The following tables and narrative set forth our results of operations for the periods presented. For a discussion of our cash flows for the year ended December 31, 2023, see “Part I, Item 5. Operating and Financial Review Prospects—B. Liquidity and Capital Resources” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on March 18, 2025, which comparative information is herein incorporated by reference. Our cash, cash equivalents, short-term deposits and marketable securities were $535.0 million and $483.8 million as of December 31, 2025 and December 31, 2024, respectively. We derive our cash primarily from our business operations. Currently, our primary liquidity needs are employee salaries and benefits, product development, and other operating activities to support our organic growth, and our operating cash requirements may increase in the future as we continue to invest in the growth of our company. During the fiscal years ended December 31, 2025 and 2024, our capital expenditures amounted to $13.2 million and $8.6 million, respectively, primarily consisting of expenditures related to property and equipment and software, and we expect that our capital expenditures for the next 12 months will relate to the same needs. We may also enter into future arrangements to acquire or invest in businesses, products, services, strategic partnerships, and technologies. We believe that our existing cash and cash equivalents, short-term investments and cash flows from operations will be sufficient to fund our organic operations and capital expenditures for at least the next 12 months. Our future capital requirements will depend on many factors, including our rate of revenue growth, timing of renewals and subscription renewal rates, the expansion of our sales and marketing activities, the timing and extent of spending to support product development efforts and expansion into new customer base, the timing of introductions of new software products and enhancements to existing software products, and the continuing market acceptance of our software offerings and our use of cash to pay for acquisitions. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. Credit Facilities We do not have any credit facilities. 81 Table of Content Cash Flows Year Ended December 31, 2025 2024 ($ in thousands) Net cash provided by operating activities $ 173,544 $ 132,171 Net cash used in investing activities $ (268,250) $ (149,473) Net cash provided by financing activities $ 25,053 $ 20,651 Operating Activities For the year ended December 31, 2025, cash provided by operating activities was $173.5 million, mainly as a result of increasing in our non-GAAP operating income and the increase in deferred revenue. For the year ended December 31, 2024, cash provided by operating activities was $132.2 million, mainly as a result of our non-GAAP operating income, the increase in deferred revenue and the increase in other accounts payable and accrued expenses associate with year-end compensation accruals, withholding tax associated with share-based compensation vesting and exercise and consultancy services. Investing Activities Cash used in investing activities in the year ended December 31, 2025 was $268.3 million, primarily as a result of the net investment in marketable securities of $108.4 million. We acquired Corellium Inc. for a net payment of $147.5 million and invested in property and equipment in the amount of $13.2 million. Cash used in investing activities in the year ended December 31, 2024 was $149.5 million, primarily as a result of the net investment in marketable securities of $67.8 million and maturities of short-term deposits, net of $68.3 million. We acquired CyTech Inc. for a net payment of $2.7 million and invested in property and equipment and intangible assets in the amount of $10.6 million. Financing Activities Cash provided by financing activities in the year ended December 31, 2025 was $25.1 million, mainly as a result of proceeds from exercise of stock options to shares of $20.1 million and proceeds from Employee Share Purchase Plan of $5 million. Cash provided by financing activities in the year ended December 31, 2024 was $20.7 million, mainly as a result of proceeds from exercise of stock options to shares of $17.3 million and proceeds from Employee Share Purchase Plan of $3.3 million. Contractual Obligations and Commitments As of December 31, 2025, we had commitments of $28.7 million related to office and car leases arrangements, that we cannot cancel or where we would be required to pay a termination fee in the event of cancellation. Payments under these commitments are estimated to be made as follows: 82 Table of Content (In thousands of U.S. dollars) Payments (1) Less than 1 year $ 4,556 1-3 years 6,835 3-5 years 4,912 More than 5 years 12,382 Total $ 28,685 (1) Amounts do not include recourse that we may have to pay to recover termination fees or penalties from clients. Off-Balance Sheet Arrangements There are no off-balance sheet arrangements to which the Company is committed. Quantitative and Qualitative Disclosures About Market Risk We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency exchange rates, interest rates and inflation. Foreign Currency Exchange Risk Our revenue and expenses are primarily denominated in U.S. dollars and NIS and to a lesser extent, other currencies in our relevant subsidiaries. As some of our sales are denominated in non-U.S. dollars currencies, our revenue is subject to foreign currency risk. In addition, a significant portion of our operating costs in Israel, consisting mainly of salaries and related personnel expenses are denominated in NIS. This foreign currency exposure gives rise to market risk associated with exchange rate movements of the U.S. dollar against the NIS. Furthermore, we anticipate that a meaningful portion of our expenses will continue to be denominated in NIS. To reduce the impact of foreign exchange risks associated with forecasted future cash flows and the volatility in our consolidated statements of operations, we have established a hedging program. Our foreign currency contracts are generally short-term in duration. We do not enter into Derivative Instruments for trading or speculative purposes. We account for our Derivative Instruments as either assets or liabilities and carry them at fair value in the consolidated balance sheets. The accounting for changes in the fair value of the derivative depends on the intended use of the derivative and the resulting designation. Our hedging program reduces but does not eliminate the impact of currency exchange rate movements. The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business, after considering cash flow hedges, would have had an impact on our results of operations of $6.4 million and $9.5 million, for the year ended December 31, 2025 and 2024, respectively. Our derivatives expose us to credit risk to the extent that the counterparties may be unable to meet the terms of the agreement. We seek to mitigate such risk by limiting our counterparties to major financial institutions and by spreading the risk between two major financial institutions. However, failure of one or more of these financial institutions is possible and could result in incurred losses. As of December 31, 2025, our cash, cash equivalents and short-term investments were primarily denominated in U.S. dollars. A 10% increase or decrease in current exchange rates would have affected our cash, cash equivalents, restricted cash, and short-term investment balances in amount of $2.4 million and $2.6 million as of December 31, 2025 and 2024, respectively. 83 Table of Content Interest Rate Risk As of December 31, 2025, we had cash and cash equivalents of $124.5 million, short-term deposits of $161.0 million and short-term investments in marketable securities of $151.5 million. Cash and cash equivalents consist of cash in banks, bank deposits for a period up to 3 months, and money market funds. Short-term investments generally consist of bank deposits for a period greater than 3 months and marketable securities. Our cash and cash equivalents are held for working capital purposes, while our short-term investments are mainly held for strategic purposes. Interest-earning instruments carry a degree of interest rate risk. The primary objectives of our investment activities are the preservation of capital, the fulfillment of liquidity needs and the fiduciary control of cash. We do not enter into investments for trading or speculative purposes. A hypothetical 1% change in interest rates during any of the periods presented would not have had a material impact on our financial income for the year ended December 31, 2025. Inflation Risk Inflationary factors, such as increases in our cost of goods sold, may adversely affect our operating results. Although, recent elevated levels of inflation in the global and U.S. economies have not had a significant impact on our results of business, financial condition, or operations, a high rate of inflation in the future may have an adverse effect on our ability to maintain and increase our gross profit if the selling prices of our products do not increase as much or more than these increased costs. If elevated levels of inflation persist or increase, our business, financial condition, or operations could be adversely affected, particularly in certain global markets. Additionally, most of our sales are denominated in U.S. dollars, EUR or GBP, which have not been subject to material currency inflation, and our operating expenses are denominated in NIS and U.S. dollar and have not been subject to material currency inflation. C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC. Our research and development spending totaled $113.9 million, $98.4 million and $84.4 million for the years ended December 31, 2025, 2024 and 2023 respectively. As described in “Part I, Item 3. Key Information—3.D. Risk Factors” and elsewhere in this Annual Report, government regulations and policies can make developing or marketing new technologies expensive or uncertain due to various restrictions on trade and technology transfers. See “Part I, Item 3. Key Information—D. Risk Factors” and “Part I, Item 4. Information on the Company—B. Business Overview—Regulations.” For further information on our research and development policies and additional product information, see “ Part I, Item 4. Information on the Company— B. Business Overview.” D. TREND INFORMATION See “Part I, Item 5. Operating and Financial Review Prospects—A. Operating Results” and “Part I, Item 5. Operating and Financial Review Prospects—B. Liquidity and Capital Resources,” which are incorporated by reference herein. E. CRITICAL ACCOUNTING ESTIMATES The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. 84 Table of Content Please see Notes to Consolidated Financial Statements included in Item 18 of this Annual Report on Form 20-F for a summary of significant accounting policies and the effect on our financial statements. Revenue Recognition We sell our products and services to our customers either directly or indirectly through distribution channels all of whom are considered end customers. For contracts that contain multiple performance obligations, we allocate the transaction price to each performance obligation based on the relative standalone selling price (“SSP”). We use judgment in determining the SSP for its products and services. We typically assess the SSP for its products and services on a periodic basis or when facts and circumstances change. To determine SSP, we maximize the use of observable standalone sales and observable data, where available. In instances where performance obligations do not have observable standalone sales, we utilize available information that may include the entity specific factors such as assessment of historical data of bundled sales of software licenses with other promised goods and services, and pricing strategies to estimate the price we would charge if the products and services were sold separately. We satisfy performance obligations either over a time period or at a point in time depending on the nature of the underlying promise. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised good or service to a customer. Revenue related to the license for proprietary software is recognized when the control over the license is provided to the customer and the license term begins. Revenue related to software update and upgrades are recognized ratably over the service period. Revenue related to professional services are recognized as services are performed, using the method that best depicts the transfer of services to the customer. Business combination The Company applies the provisions of ASC 805, “Business Combination” and allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, the Company estimated the future expected cash flows from acquired core technology and acquired trade name from a market participant perspective, useful lives and discount rates. In addition, management makes significant estimates and assumptions, which are uncertain, but believed to be reasonable. Significant estimates in valuing certain intangible assets include, but are not limited to future expected cash flows from acquired intangible assets from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. Merger On April 8, 2021, TWC, Cellebrite and Merger Sub entered into the Merger Agreement providing for, upon the terms and subject to the conditions thereof, the Merger between TWC and Cellebrite pursuant to which, among other things, Merger Sub merged with and into TWC at the Effective Time (as defined in the Merger Agreement), with TWC continuing as the surviving entity and as a wholly-owned subsidiary of Cellebrite. The Merger closed on August 30, 2021. The Merger was accounted for as a recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. 85 Table of Content Under this method of accounting, Cellebrite has been determined to be the accounting acquirer. The combined entity is the successor SEC registrant, meaning that Cellebrite’s financial statements for previous periods will be disclosed in the registrant’s future periodic reports filed with the SEC. In December 2023, TWC was dissolved. As a consequence of the Merger, the Ordinary Shares are registered under the Exchange Act and listed on Nasdaq, and we were required to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. We have incurred, and expect to incur, additional annual expenses as a public company for, among other things, directors’ and officers’ liability and board of directors related expenses. Recent Accounting Pronouncements See the Summary of Significant Accounting Policies, included in our audited consolidated statements included in this Annual Report for a description of recently issued accounting pronouncements. 86 Table of Content