INFORMATION ON THE COMPANY A. History and Development of the Company We were incorporated under the laws of the State of Israel on July 23, 1996 as Giganet Ltd. We changed our name to Ceragon Networks Ltd. on September 6, 2000. We operate under the Companies Law, our registered office is located at 3 Uri Ariav St., Bldg. A (7th Floor) PO Box 112, Rosh Ha’Ayin, Israel, 4810002, and our telephone number is +972-3-543-1000. The U.S. Securities and Exchange Commission (SEC) maintains a public internet site that contains Ceragon’s filings with the SEC and reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC (http://www.sec.gov). Our web address is www.ceragon.com. Information contained on our website does not constitute a part of this annual report. 34 Our agent for service of process in the United States is Ceragon Networks, Inc., our wholly owned U.S. subsidiary and North American headquarters, located at 851 International Parkway, Suite 1340, Richardson, Tx 75081. For information concerning the Company’s principal capital expenditures currently in progress, refer to Item 5.B. “Liquidity and Capital Resources”. On December 5, 2023, the Company closed the acquisition of 100% of Siklu Communication Ltd. and the assets and business activities of Siklu, Inc. On January 31, 2025, we closed on the acquisition of E2E by way of merger, to further expand our offering to private networks, in consideration for approximately $8.5 million, subject to customary post-closing adjustments and up to an additional $4.3 million subject to achieving certain financial goals primarily in 2025 and paid mostly in 2026. At closing, Ceragon issued approximately 215,000 Ordinary Shares to the stockholders of E2E. B. Business Overview We are the leading wireless transport specialist company in terms of unit shipments and global distribution of our business, providing innovative high-capacity wireless connectivity solutions to global markets across various industries, such as wireless (mobile) networks service providers and private networks. Wireless transport is a means for connecting mobile and fixed network sites (e.g. cellular base stations in various architectures) to the rest of the network. It carries information to and from the cellular base stations. It is used as high-speed connectivity to telecom sites, typically when fiber optics wireline connectivity is not available and for its backup, or where and when rapid deployment is required. Ceragon’s innovative technology of compact multi-core all-outdoor and Split-Mount wireless backhaul solutions, assisted in positioning Ceragon as a leader in the global wireless transport market, and we expect that it would have potentially positioned us to benefit from new wireless generation technologies/deployments such as the current 5G. In preparation for the transition from 4G to 5G technologies, we have begun planning the roll-out of new 5G-supporting products. In 2019, we introduced the market-first “disaggregated wireless transport” architecture, which allows operators to significantly simplify 5G network deployment and maintenance, as well as reduce of capital and operating expenses. We have invested in a new chipset which incorporates multi-cores to be incorporated into products launched in 2025 and onwards. The first new incorporated product is IP-100E which was launched in 2025. The term ‘wireless transport’ refers to various types of network connectivity signaling and network protocols which vary in speeds and include (i) backhaul - used in 4G, 5G and earlier generations of mobile networks to send data packets between the network and the base-stations and between the base-stations to other network elements, and (ii) fronthaul - used in 4G and 5G networks to send radio signal values between building blocks of the base station, which can be separated from another across geographic site locations to achieve network efficiencies in some network scenarios. Wireless transport offers network operators a cost-efficient alternative to wire-line connectivity between network nodes at different sites, mainly fiber optics. Support for high broadband speeds and very large numbers of devices, means that all value-added services can be supported, while the high reliability of wireless systems provide for lower maintenance costs. Because they require no trenching, wireless transport links can also be set up much faster and at a fraction of the cost of fiber solutions. On the customer’s side, this translates into an increase in operational efficiency and faster time-to-market, as well as a shorter timetable to achieving new revenue streams. We provide wireless transport solutions and services that enable cellular operators, other service providers and private networks to build new networks and evolve networks towards 4G and 5G services. The services provided over these networks are: voice, mobile and fixed broadband, multimedia, Industrial/Machine-to-Machine (M2M), Internet of Things (IoT) connectivity and other mission critical services. We also provide our solutions for wireless transport to other vertical markets such as Internet service providers, public safety, municipalities, government, utilities, oil and gas, defense, smart cities, as well as maritime communications and broadcasters. Our wireless transport solutions use microwave and millimeter-wave radio technologies to transfer large amounts of telecommunication traffic between wireless 5G, 4G, 3G and other cellular base station technologies (distributed, or centralized with dispersed remote radio heads) and the core of the service provider’s network. We follow industry consortiums of companies, which attempt to better define future technologies in ICT (Information and Communication Technologies) markets, such as Open Networking Foundation (ONF), Metro Ethernet Forum (MEF), European Telecommunications Standards Institute (ETSI), Telecom Infra Project (TIP) and others, and when it is relevant, we take part in industry processes and standards setting. 35 In addition to providing our solutions, we also offer our customers a comprehensive set of turn-key services, including advanced network and radio planning, site survey, solutions development, network rollout, maintenance, wireless transport network audit and optimization, and training. To enable delivery of turn-key solutions to our customers, in addition to providing roll-out services, we have partnered with other third-party providers of technologies complementary to our own. Our offering includes technologies such as: Unlicensed Point-to-Point, Private Long-Term Evolution (LTE), Private 5G, Licensed/unlicensed Point-to-Multipoint, Internet Protocol/Multi-Protocol label Switching (IP/MPLS) SW and/or white boxes and many others. This allows us to better cover our customers’ end-to-end needs and increases the level of stickiness with these customers. Our services include powerful project management tools such as our “InSide Software” tool that streamline deployments of complex wireless networks, thereby reducing time and costs associated with network set-up and allowing a fast time-to-revenue. Our experienced teams can deploy hundreds of wireless transport links every week, and our rollout project track record includes hundreds of thousands of links already installed and operational with a variety of industry-leading operators. Designed for any network scenario, including risk-free flexible migration from current and legacy network technologies and architectures to evolving standards and network transport scenarios, our solutions provide ultra-high-speed connectivity at any distance, be it a few kilometers or tens of kilometers, and even longer, over any available spectrum (or combinations of available spectrum bands) and in any site and network architecture. Our solutions support all wireless access technologies, including 5G-NR NSA, 5G-NR SALTE, HSPA, EV-DO, CDMA, W-CDMA, WIFI and GSM as well as Tetra, P.25 and LMR for critical communications. These solutions allow wireless service providers to cost-effectively and seamlessly evolve their networks from a monolithic base-station architecture to an open radio access network (RAN) architecture, utilizing vertical and horizontal disaggregation, allowing them extra flexibility, scalability and efficiency, thereby meeting the increasing demand of a growing number of connections of any type for consumers and enterprises with growing needs for mobile and other multimedia services, and a growing number of machines or IoT devices such as street surveillance devices or meters. We also provide our solutions to other non-carrier vertical markets (private networks) such as oil and gas companies, public safety organizations, businesses and public institutions, broadcasters, municipalities, energy utilities, defense, smart cities and others that operate their own private communications networks. Our solutions are deployed by more than 600 service providers of all sizes, as well as in more than 1,600 private networks, in more than approximately 130 countries. The acquired portfolio of products of Siklu is widely deployed in Fixed Wireless Access applications, addressing the needs of Telecom Service Providers delivering Internet access to commercial properties or business campuses as well as to private homes, apartment building and/or gated communities. Additionally, these solutions address the growing Smart City application, connecting wirelessly the many properties and assets of the cities (e.g CCTV cameras for security, traffic or parking management, Wi-Fi Access points, or IOT sensors). Thus, a new range of integrated services is available to the residents, the visitors and to organizations addressing this market. In January 2025 we acquired by merger E2E to further expand our offering to private networks. E2E provides a full end-to-end solution for private networks, primarily serving customers in Oil and Gas, Utilities and industrial verticals. E2E is essentially a systems integration company that designs, deploys and manages connectivity solutions to its customers as well as other related devices. In addition, E2E has developed a software solution to help manage the customers’ networks and monitor certain operational and business-related metrics. Except for this proprietary software, E2E provides products to its customers sourced from its ecosystem of vendors. Established in 2013, E2E is active in the United States, headquartered in Minnesota and employs approximately 50 employees. Wireless Transport; Short-haul, Long-haul and Small Cells Transport Today’s cellular networks are predominantly based on 4G and 5G technologies. These networks constantly undergo expansion of coverage, densification with additional sites to cater to higher demands for speeds and to make more services available per given area. In order to allocate spectrum resources for 4G and 5G, some operators are shutting down their 2G and/or 3G network (a “network sunset”) in order to re-allocate radio access network frequency bands to 4.5 and 5G services. These market dynamics of network expansion and densification have resulted in higher demand for wireless transport capacity, at increased density, accommodating sophisticated services over the network at far higher volume than available up to recent years. Such services include the many 5G use cases, which among others include enhanced mobile broadband, mission critical services, IoT & Industrial IoT (Industry 4.0, or “IIoT”), Gigabit broadband to homes, multi Gigabits services to enterprises and more. 36 The wireless transport market of service providers is divided into two main market segments. The first is a market segment in which operators invest resources and efforts to select the best wireless transport solution that will meet their wireless transport needs, in terms of the ability to improve their business operational efficiency, services reliability and their customers’ (subscribers’) quality of experience. This market segment is referred to as “best-of-breed”. The other market segment is characterized by operators that do not select the wireless transport solution, since this decision is made by a network solution provider retained by the operator. This network solution provider delivers a full end-to-end solution and the equipment required to operate the entire network, including the wireless transport equipment. Operators in this segment of the market rely on the network solution providers to choose wireless transport as part of the full end-to-end solution while often compromising on performance and optimization of the network and other resources, as see it as a solution which does not play a primary role within the end-to-end network rollout considerations. This segment of the market is referred to as “bundled-deals”. Ceragon will also sometimes offer end-to-end solutions to private networks, utilizing its ecosystem of 3rd party vendors. Ceragon serves the “best-of-breed” segment of the market and specializes in a range of solutions, which to the Company’s belief, provide high value for our customers including: • Short-haul solutions, which typically provide a wireless link capacity of up to 4 Gbps per link for backhaul with single unit, and/or a link capacity of up to 20Gbps for fronthaul (25Gbps with next generation Eband IP-100E). These solutions are available for distances of several hundred feet to 10 miles. Short-haul links are deployed in access applications (macro cells, small cells and distributed cells) wirelessly connecting the individual base-stations or base-station element (i.e. a “central unit”, a “distributed unit” or a “radio unit”) towers to the core network. Short-haul solutions are also used in a range of Private Networks verticals such as state and local government, public safety, utilities, defense, education and oil and gas. • Long-haul solutions, which typically provide a capacity of up to 10 Gbps, are used in the “highways” of the telecommunication backbone network. These links are typically used to carry services at distances of 10 to 50 miles, and, using the right planning, configuration and equipment, can also bridge distances of 100 miles and more. Long-haul solutions are also used in a range of non-carrier “vertical” applications such as broadcast, state and local government, public safety, utilities and offshore communication for oil and gas platforms. Ceragon has, on more than one occasion, been the first to introduce new products and features to the market, including the first solution for wireless transmission for evolving cellular networks, providing 155 Mbps at 38 GHz in 1996 and numerous microwave and millimeter-wave technology innovations thereafter. Since 2008, Ceragon has invested in pioneering the multicore technology focusing on addressing the multiple wireless transport challenges of 4G and 5G services. This technology is at the core of Ceragon’s in-house developed chipsets for wireless transport, now in their Fourth generation, which enable Ceragon to design and offer vertically integrated solutions. This vertical integration enables Ceragon to provide higher flexibility, better performance, and improved time-to-market. With the first products based on multicore technology introduced to the market in 2013, Ceragon has enabled dual-core radios and far advanced capabilities, such as Line-of-Sight Multiple Input Multiple Output (LoS MIMO), which allows efficient use of spectrum where congestion of frequencies exist, Advanced Frequency Reuse (AFR), which allows massive network densification and Advanced Space Diversity (ASD), which eliminates the use of multiple antennas in various network scenarios, thereby accelerating network deployment and reducing total cost of ownership. In 2019, Ceragon introduced the market-first “disaggregated wireless transport” architecture, which allows operators to significantly simplify 5G network deployment and maintenance, as well as reduce capital and operating expenses. Ceragon has invested in a new chipset which incorporates multi-cores in a chipset which was launched in 2024. This is integrated into our IP-100E product line which was launched in 2025 and will be in mass production and productization in late 2026, offering industry-leading performance and capacity. Industry Background The market demand for wireless transport is being generated primarily by cellular operators, wireless broadband service providers, businesses and public institutions that operate private networks. This market is fueled by the explosion in mobile data usage in developing and developed countries. 37 The main catalyst for the wireless transport evolution has been the huge increase in data and video consumption across the globe. This evolution generates higher capacity and cost-efficient architectures, based on IP/Ethernet technologies in a developing set of network scenarios and architectures. • In 4G, the fronthaul transport network connects Remote Radio Heads (RRHs) to distant centralized/cloud Baseband Units (BBUs), while backhaul connects BBUs back to 4G Evolved Packet Core (EPC). In 5G, the New Radios (NR) are connected to the BBU, which can be disaggregated into a Central Unit (CU) and a Distributed Unit (DU). The new midhaul interconnects the CU to the DU via a new, standardized 3GPP interface. • With help from organizations such as the operator-led O-RAN Alliance, 5G fronthaul and midhaul network interface specifications are open and defined in a structured format. This allows MNOs to purchase RUs, DUs, CUs, and the associated transport networks between them, from anyone. We believe that this presents new market opportunities for Ceragon’s leading wireless transport solutions with our open network architecture. Rapid subscriber and connections growth and the proliferation of advanced end devices, driven mainly by video content, have significantly increased the amount of traffic that must be carried over a cellular operator’s transport infrastructure. The proliferation of industrial, security and metering devices through IoT technologies, and implementation of new 5G network architectures is also increasing the total capacity and coverage that is needed to be transported throughout networks and put additional strain on network capacity, requiring even higher capacity wireless backhaul and fronthaul connectivity. New WiFi technologies offer much higher capacities to end users and devices, and therefore require much higher capacity backhaul solutions. Growing requirements come from private networks such as campuses, oil & gas, critical infrastructure and alike. Smart and safe city projects require new capacities and performance in ‘Street Level Networking’ in PtP and PtMP solutions. With the growth in adoption of 4G and the accelerated pace of adoption of 5G, which require even higher network speeds and wireless transport capacity, cellular operators and Private Networks are seeking strategies, using new technologies, which will allow further business growth, to facilitate quick and cost-efficient enablement of new services for more connected subscribers (either human or machine). Among those are Software Defined Networks (SDN) and Network Function Virtualization (NFV) technologies, which are key for network slicing. Network slicing is a network engineering model in which the physical network is providing resources to numerous virtual networks on top, whereas each virtual network delivers a specific set of performance characteristics for a specific service, or set of services, sharing common requirements. For example, a network slice that is tasked with delivering ultra-high bandwidth for mission critical multimedia services (voice and video) to law enforcement agencies, requires a different amount of network resources ensuring prioritized capacity and minimal delay variation, whereas a different network slice supports video streaming service for mobile entertainment. SDN and NFV technologies are designed to support network slicing models and their implementation, for high quality subscriber experience, by simplifying service creation and orchestration through simple network traffic engineering rules and tools, as well as enabling end-to-end network resources optimization across all network domains, including the wireless transport domain, for increased operational efficiency. Network resources optimization is expected to be achieved, in part, using SDN technologies with wireless transport optimization applications, which will exploit network intelligence gathered by SDN controllers within the network. The wireless transport domain of the network will require adaptation to these industry trends by enabling far higher capacities, with ultra-low latency for high service quality, simple service creation and optimization to cope with the influx of an increase in the number of services compared to 4G networks, and a high degree of wireless resources optimization (spectrum and other) that will be incorporated within the wireless transport network infrastructure. Cellular Operators In order to address the strain on backhaul and fronthaul capacity, cellular operators have several alternatives, including leasing existing fiber lines, laying new fiber optic networks or deploying wireless solutions. Leasing existing lines requires a significant increase in operating expenses and, in some cases, requires the wireless service provider to depend on a direct competitor. Laying new fiber-optic lines is capital and labor-intensive and these lines cannot be rapidly deployed. The deployment of high capacity and ultra-high-capacity point-to-point wireless links represents a scalable, flexible and cost-effective alternative for expanding backhaul and fronthaul capacity. Supporting typical data rates of 2 Gbps (backhaul) and 20Gbps (fronthaul) over a single radio unit, wireless transport solutions enable cellular operators to add capacity only as required while significantly reducing upfront and ongoing backhaul and fronthaul costs. 38 The surge in mobile data usage, fueled by anticipation and adoption of advanced releases of 4G and 5G services, drives operators to accelerate and finalize the migration of their networks to a more flexible, feature-rich and cost-optimized IP network architecture. Additionally, the surge in data usage in densely populated areas drives operators to explore new network architectures that utilize a variety of small-cell technologies requiring the deployment of dense wireless transport network in various microwave and millimeter-wave spectral bands. As operators intensify 4G services availability and transition to 5G services, all of which are IP-based wireless access technologies, they look for ways to benefit from IP technology in their transport network while maintaining support for their primary legacy services. The progression that is expected in 5G networks rollout over the next several years, will broaden cellular operators’ assessment of the growing role that wireless backhaul and fronthaul may take in their network, as reaching the small cells with more fiber is expected to become a significant challenge, both physically and economically. Wireless Broadband Service Providers For wireless broadband service providers, which offer alternate high data access, high-capacity transport is essential for ensuring continuous delivery of rich media services across their high-speed data networks. If the transport network and its components do not satisfy the wireless broadband service providers’ need for cost-effectiveness, resilience, scalability or ability to supply enough capacity, then the efficiency and productivity of the network may be seriously compromised. While both wireless and wire-line technologies can be used to build these transport systems, many broadband service providers opt for wireless point-to-point microwave solutions. This is due to several advantages of the technology including: rapid installation, support for high-capacity data traffic, scalability and lower cost-per-bit compared to wire-line alternatives. This market segment will also benefit (in some cases) from PtMP solutions as well. Private Networks and Other Service Providers Many large businesses and public institutions require private high bandwidth communication networks to connect multiple locations. These private networks are typically built using IP-based communications infrastructure. This market includes educational institutions, utility companies, oil and gas industry, broadcasters, state and local governments, public safety agencies, maritime customers, defense contractors and more. These customers continue to invest in their private communications networks for numerous reasons, including security concerns, the need to exercise control over network service quality and redundant network access requirements. As data traffic on these networks rises, we expect that businesses and public institutions will continue to invest in their communications infrastructure, including wireless transport equipment. Like wireless service providers, customers in this market demand a highly reliable, cost-effective transport solution that can be easily installed and scaled to their bandwidth requirements. Following the acquisition by merger of E2E and along with our organic efforts, our share of business associated with private networks may increase in the future. This market segment will also benefit (in some cases) from PtMP solutions as well. Wireless vs. Fiber Transport Though fiber-based networks can easily support the rapid growth in bandwidth demands, they carry high initial deployment costs and take longer to deploy than wireless. Certainly, where fiber is available within several hundred feet of the operator’s point of presence, with ducts already in place, and when there are no regulatory issues that prohibit the connection – fiber can become the operator’s preferred route. In other scenarios, high-capacity wireless connectivity using microwave and millimeter-wave technologies (wireless transport), is significantly more cost efficient. Wireless transport is taking a significant role in 4G and 5G network densification as a result of ease, cost and the speed of deployment. In fact, in most cases the return-on-investment from fiber installations can only be expected in the long term, making it hard for operators to achieve lower costs per bit and earn profits in the foreseeable future. Wireless microwave and millimeter-wave transport solutions on the other hand are capable of delivering high bandwidth, carrier-grade network services. Our wireless transport solutions are suitable for all capacities, carrying multi Gbps of traffic over a single radio connection (or “link”). Unlike fiber, wireless solutions can be set up quickly and are more cost efficient on a per-bit basis from the outset. In many countries, microwave and millimeter-wave links are deployed as alternative routes to fiber, ensuring on-going communication in case of fiber-cuts and network failures. 39 Licensed vs. License-exempt Wireless Transport Licensed wireless transport: Service providers select the optimal available transmission frequency based on the rainfall intensity in the transmission area and the desired transmission range. The regulated, or licensed, microwave bands (4-42GHz) and millimeter-wave bands (71-86GHz) are allocated by government licensing authorities for high-capacity wireless transmissions. The license grants the licensee exclusive use of that spectrum for a specific use thereby eliminating any interference issues. A licensed microwave or millimeter-wave spectrum is typically the choice of leading operators around the world because it matches the bandwidth and interference protection they require. Our licensed spectrum products operate across the entire span of the licensed microwave and millimeter-wave spectrum described herein, from 4GHz microwave to 86GHz, delivering multi Gbps per link and are scalable and versatile to meet all radio access networks, small cells, private networks and long-haul radio transmission paths requirements. License-exempt wireless transport: Service providers and private network owners also select license-exempt spectrum in order to provide high speed connectivity to businesses, campuses (often regarded as a wireless backhaul) and serve cellular small cells with wireless backhaul connectivity, without regulatory approval for spectrum. License exempt spectrum can be categorized into two main categories: 1) 57 – 66GHz millimeter-wave band, known as the v-band spectrum and operating at very wide channel bandwidths, up to 2,000MHz and capable of delivering up to multiple Gbps bi-directional capacity. The use of v-band spectrum requires the existence of a line of sight between the sites. Additional V-band solutions include point-to-multipoint and mesh networks architectures which provide up to multiple Gbps aggregate capacity and their primary use is for access services to end-users with limited capacity of backhaul operating within the access service spectrum (in-band backhaul); and 2) sub 6GHz license-exempt spectrum, operating at narrow channel bandwidths delivering up to 1Gbps bi-directional capacity (FDD), typically in point-to-multipoint network architecture. The use of sub 6GHz spectrum allows for non, or near, line of sight connectivity between the sites and facilitates an economic and flexible rollout model, at the expense of achieving modest capacity, as specified above. License exempt V-band and sub 6GHz bands are more vulnerable to interference as a result of the uncoordinated use of the spectrum. Our Solutions We offer a broad product portfolio of innovative, field-proven, high-capacity wireless transport solutions, which incorporate our unique multicore technology. Our multicore technology is a key element in our differentiation within the wireless transport market, serving the “best-of-breed” market segment. Our multicore technology is comprised of a high order of digital signal carriers embedded in modems having multiple baseband cores, designed for microwave and millimeter-wave communications, and RF integrated circuits (RFIC), which support the entire available microwave and millimeter-wave spectrum. We integrate our multicore technology SoCs into sub-systems and complete wireless transport solutions that deliver high value to our customers. With our approach to solutions, from system-on-a-chip design, all the way to solutions design, we enable cellular operators, other wireless service providers, public safety organizations, utility companies and other private network owners to effectively obtain a range of benefits: • Increase business operational efficiency by reducing network-related expenses. Our customers are able to obtain the required capacity with one-quarter of the spectrum needed otherwise, double network capacity without adding more equipment simply by remotely expanding wireless link capacity, significantly reduce energy related expenses by utilizing our energy efficient products, use smaller antennas thereby reducing telecommunication tower leasing costs, and improve their staff productivity with the use of a single wireless transport platform for their long-haul, short-haul and small/distributed cells transport needs. We offer a range of solutions for quick and simple modernization of wireless networks to 4G and 5G, which significantly contribute to our customers’ ability to modernize and expand their services. Our wireless transport solutions are offered across the widest range of frequencies - from 4GHz microwaves to 86GHz millimeter-waves. This provides our customer with more flexibility in deploying its wireless transport infrastructure, as it enables the customer to select the spectrum available in the customer’s market, from a wider range of frequencies. Any transport network topology is supported to enable high network availability and resiliency, including ring, mesh, tree and chain topologies. 40 • Enhance service portfolio, quality of experience and reach. Our multicore technology allows our customers to introduce new services (e.g. 5G use cases), to improve subscriber (user) quality of experience generated from the voice, data and multimedia services that they provide to their customers and to extend their network and services reach in order to address new markets. Our All-outdoor offering enables quicker installation and deployment, hence improving time-to-market of our customers’ services to their subscribers. • Ensure peace of mind. Our solutions utilize the latest in microwave and millimeter-wave technology, incorporated in-house developed System-on-Chips (baseband and RF integrated circuits), and use the latest advances in SMT (Surface-mount technologies) based manufacturing – allowing our customers to benefit from the highest service availability across their Ceragon-based wireless transport network. • End to End connectivity solutions for Private Networks. Our solutions for private networks include a suite of products and services, either owned by us or by our ecosystem partners, to support private networks in everything they need for high quality connectivity solutions and complete support from initial ideation and design, to deployment, ongoing management and support, allowing our customers to have a one-stop shop for all network related operations. Our acquisition by merger of E2E expands our offering with additional services, use cases and proprietary vendor-agnostic management software. We provide our customers with future solutions already built-in to their Ceragon-installed base. We invest a significant amount of effort in designing and providing solutions, which are not only backward compatible with our earlier product generations, but also allow our customers to reuse the radio units and antennas of their Ceragon links installed base, thereby replacing only the low labor-consuming indoor (sheltered) units - thus benefiting from the latest wireless transport performance of our latest technology across their Ceragon-installed base. Moreover, our solutions support multiple technologies within the same wireless transport equipment, providing our customers with high flexibility in network transition from legacy connectivity to 4G and 5G connectivity and architectures, at their desired pace of transition - while achieving long-term operational efficiency, high service quality and availability. Design to Cost. We see increasing demand for smaller systems with low power consumption and a cost structure that fits today’s business environment in the diverse markets, seeking wireless transport solutions. We believe that this complicated puzzle can be solved through vertical integration from system to chip level. Our strategy to drive performance up while driving costs down is achieved through our investment in modem and RF (radio frequency) integrated circuit (IC) design. Our advanced chipsets, which are already in use in more than one million units in the field, integrate all the radio functionality required for high-end microwave and millimeter-wave systems. By owning the technology and controlling the complete system design, we achieve a very high level of vertical integration and cost structure and control over the timing of introducing certain capabilities, which is not available to vendors relying on off-the-shelf chipsets. This, in turn, enables us to yield systems that have superior performance when compared with systems which use off-the-shelf chipsets component available from other single source, due to our ability to closely integrate and fine-tune the performance of all the radio components. We have introduced automated testing that allows us to speed up production while lowering the costs for electronic manufacturing services manufacturers. Thus, we believe we are able to achieve one of the lowest per-system cost positions in the industry and can offer our customers further savings through compact, low power consumption designs – which is becoming a key parameter in the ability of operators to deploy their networks, while meeting operational efficiency targets, and at the same time promote a more “green” environment by reducing energy consumption and environmental pollution caused thereby. Our Point-to-Multipoint Solutions. Our Millimeter wave (mmW) solutions from Siklu by Ceragon deliver ultra-fast, cost-effective wireless connectivity across urban, suburban, and enterprise environments. Operating in the license-exempt 60 GHz (V-band) and lightly licensed 70/80 GHz (E-band), mmWave technology bypasses the congestion and complexity of traditional microwave and fiber, offering interference-free performance, multi-gigabit speeds, and ultra-low latency. Ultra-low latency is ideal for FWA and enterprise links, License-exempt / lightly licensed spectrum for rapid deployment, and it is optimized for dense environments like the urban jungle, and it provides support for fiber extension, redundancy and metro growth. Our Products Our portfolio of products utilizes microwave and millimeter-wave radio technologies that provide our customers with wireless connectivity that dynamically adapts to weather conditions and optimizes range and efficiency for a given frequency channel bandwidth. Our products are typically sold as a complete system comprised of some or all of the following four components: an outdoor unit, an indoor unit, a compact high-performance antenna and a network management system. We offer all-packet microwave and millimeter-wave radio links, with optional migration from TDM to Ethernet. Our products include integrated networking functions for both TDM, Ethernet and IP/MPLS. 41 We offer our products in four configurations: All-outdoor, split-mount, all-indoor, and disaggregated transport. • All-outdoor solutions combine the functionality of both the indoor and outdoor units in a single, compact device. This weather-proof enclosure is fastened to an antenna, eliminating the need for rack space or sheltering, as well as the need for air conditioning, and is more environmentally friendly due to its lower footprint and power consumption. • Split-mount solutions consist of: ➢ Indoor units which are used to process and manage information transmitted to and from the outdoor unit, aggregate multiple transmission signals and provide a physical interface to wire-line networks. ➢ Outdoor units or Radio Frequency Units (RFU), which are used to control power transmission, and provide an interface between antennas and indoor units. They are contained in compact weather-proof enclosures fastened to antennas. Indoor units are connected to outdoor units by standard coaxial or Cat-5/6 baseband cables. • All-indoor solutions refer to solutions in which the entire system (indoor unit and RFU) resides in a single rack inside a transmission equipment room. A waveguide connection transports the radio signals to the antenna mounted on a tower. All indoor equipment is typically used in long-haul applications. • Disaggregated wireless transport solutions offer a single radio suitable for all-outdoor, a split-mount scenario, and a networking unit, which provides versatile and scalable hardware options based on merchant routing silicon and also provides routing capabilities (L3) that are radio technologies aware. • Pointing out accurate solutions for high movement environments. These are advanced microwave radio systems for use on moving rigs/vessels where the antenna is stabilized in one or two axes, azimuth or azimuth/elevation. • Antennas are used to transmit and receive microwave radio signals from one side of the wireless link to the other. These devices are mounted on poles typically placed on rooftops, towers or buildings. We rely on third party vendors to supply this component. • End-to-End Network Management. Our network management system uses standard management protocol to monitor and control managed devices at both the element and network level and can be integrated into our customers’ existing network management systems. • Unified network intelligence and management software suite: Provides an intuitive and in-depth view of the entire wireless transport network. It is the ideal tool to proactively run, analyze and maintain network health for the best performance and functionality. In addition, it provides self-defined automation use cases, pre-defined configuration files that can be uploaded quickly to the network elements - on-site or remotely. • Smart Activation Key: A single centralized Smart Activation Key that instantly discovers and automatically activates all network elements. • PtMP - We acquired a new type of solution that provides Point to Multi-Point offering. This solution is ideal for the emerging 5G Gigabit Wireless Access (GWA) market for residential customers and many enterprise market segments that require dense gigabit connectivity. The IP-20 Platform provides a wide range of solutions for any configuration requirement and diverse networking scenarios. Composed of high-density multi-technology nodes and integrated radio units of multiple radio technologies ranging from 4GHz and up to 86GHz, it offers ultra-high capacity of multiple Gbps with flexibility in accommodating for every site providing high performance terminals for all-indoor, split mount and all-outdoor configurations. The IP-20 platform supports carrier-ethernet services and is MEF 2.0 certified. The IP-50 Platform provides wireless transport using a single type of radio in microwave or millimeter-wave for all configuration and installation scenarios and IP/MPLS and segment routing capabilities over merchant silicon hardware options. 42 IP-20/50 All-outdoor solutions: Product Frequency range Application Networking & transport technologies IP-20C-HP 4-11GHz, dual-carrier Longhaul Carrier Ethernet IP-50E 71-86GHz Shorthaul, Fronthaul, Enterprise access Carrier Ethernet IP-50EX/EXP/EXA 71-86GHz Shorthaul, Enterprise access Carrier Ethernet IP-50C 6-42GHz, dual-carrier Shorthaul Carrier Ethernet IP-50CX 6-42GHz, dual-carrier Shorthaul Carrier Ethernet IP-20/50 Split-mount / all-indoor solutions: Product Frequency range Application Networking & transport technologies IP-20N / IP-20A 4-86GHz Shorthaul, Long-haul Carrier Ethernet, TDM IP-50GP/GPX 4-86GHz Shorthaul, Long-haul Carrier Ethernet, TDM IP-20F 4-86GHz Shorthaul Carrier Ethernet, TDM IP-20G 6-42GHz Shorthaul Carrier Ethernet, TDM IP-50 disaggregated solutions: Product Frequency range Application Networking & transport technologies IP-50FX 6-86GHz Shorthaul, Long-haul, Routing Carrier Ethernet As wireless transport capacity needs grow, the wireless transport network blueprint evolves to supporting more radio carriers in one box (2 carriers, instead of 1) as a basic configuration with the IP-20C-HP product, or even 4+0 (a link utilizing 4-carriers in a carrier-aggregation configuration) in all-outdoor configuration with layer-1 carrier aggregation to support growing capacity needs at minimal footprint with the IP-50C/CX product. Ceragon’s multicore technology covers all network scenarios and site configurations wherever All-outdoor, Split-mount, or All-indoor. Various multicore radio units can be used with IP-20N/IP-20A, IP-50GP/GPX or IP-50FX products, such as RFU-SX, RFU-D and the RFU-D-HP, or IP-50C/CX and IP-50E/EX family in the disaggregated solution (i.e. can be used as a stand-alone, all-outdoor radio or in a split-mount configuration, connected to the IP-50FX). As part of the IP-50FX Disaggregated Cell Site Gateway (DCSG), we introduced a Radio Aware Open Networking (RAON) Software, designed to increase operational efficiency, simplify radio monitoring and management, and expect in the future to release a reduced energy consumption. In addition to the IP-20 and the IP-50 Platforms, Ceragon provides the PointLink portfolio that offers a tailored solution for oil and gas and other maritime offshore applications. We are also able to address a new range of markets and opportunities with the addition of Siklu’s products: The EtherHaul Platform (EH) provides a wide range of Point-to-Point all-outdoor radios operating in the mmWave spectrum (V-band 60GHz license-exempt and E-band 70/80GHz lightly licensed). Deployable at street level with integrated antennas or on roof-tops and towers with external antennas, the capacity ranges from 1Gbps to 20Gbps. All the radios are PoE or DC powered, and many offer PoE-out options to power additional equipment served by the wireless link. 43 The MultiHaul Platform (MH) is a novel series of all-outdoor compact radios operating in the 60GHz license exempt spectrum, with beam-forming self-aligning antennas, and Layer 2 SDN MESH capability for SON (Self-Organizing-Network). The radios operate in Point-to-Multipoint topologies, lowering the cost of the radio link, and growing the range or coverage of the wireless network. The MESH can feature redundant links to raise the resiliency of the wireless network. All the radios are PoE powered, and many offer PoE-out options to power additional equipment served by the wireless link. Product Frequency range Application Networking & transport technologies EH-600TX, EH-614TX 57-68GHz Smart City, Street level, Broadband Access, Private Network PtP, CE & transparent bridge, PoE-in/out EH-710TX 71-76GHz Smart City, Street level, Broadband Access, Private Network PtP, CE & transparent bridge, PoE-in/out EH-8010FX 71-86GHz Broadband Access, Private Network PtP, transparent bridge MH-B100 & MH-T200 59-64GHz Smart City, Street level, Broadband Access, Private Network PtMP, transparent bridge to full VLAN, PoE-in/out MH-N36x, MH-N265 MH-T280, MH-T265, MH-T260/1 57-66GHz Smart City, Street level, Broadband Access, Private Network PtMP, MESH, transparent bridge to full VLAN, PoE-in/out Our network management system (NMS) can be used to monitor network element status, provide statistical and inventory reports, download software and configuration to elements in the network, and provide end-to-end service management across the network. Our NMS solutions support all our microwave and millimeter-wave products through a single user interface. SDN (Software Defined Network) solution As the mobile industry progresses towards the 5G era, SDN is becoming more important for operators. SDN concepts and protocols will allow the operators to have a complete, multi-technology, multi-vendor view of their network and apply optimization and predictive maintenance instructions in real time. The SDN concepts and values fit well the openness and disaggregation principles our customers are seeking. We offer our customers a wide variety of SDN supporting products and tools: • SDN Controller – Ceragon’s SDN Master is a complete controller supporting SDN protocols that can monitor and control Ceragon’s products in an SDN environment. The SDN Master can work as a ‘standalone’ controller, or as part of an SDN solution managed by a higher level SDN controller offered by a third-party vendor (sometimes referred to as an SDN Orchestrator), allowing full flexibility to our customers. • SDN support in our wireless transport products - all Ceragon IP-20 and IP-50 products support the needed SDN protocols allowing the operator to manage these products with Ceragon SDN controllers but also with third party SDN controllers, again, allowing full flexibility to our customers. • SDN applications – Software (SW) tools with significant impact on our customers’ TCO (total cost of ownership), network availability, and fast network rollout. These applications enable operators to increase their network efficiency and effectiveness with operational optimization and automatization capabilities. With the SDN technology, Ceragon SW solutions are entering into the cloud domain allowing multiple open and flexible deployment scenarios for our customers. Currently, Ceragon is developing and enhancing those and other SW tools in order to expand our offering also to stand-alone SW solutions and services either as on-premises, remote or SaaS services. “Ceragon Insight” is a unified network intelligence and management software suite for wireless transport network. It aims to provide NOC and Engineering teams with deep insight and analytics tools that save money by enabling highly effective operations, assuring quality of service, and speeding response to ongoing and upcoming issues. 44 IP-100 Platform Ceragon has invested in a new chipset which incorporates multi-cores in a chipset which was launched in 2024 and is now integrated into our IP-100E family, offering industry-leading performance and capacity. We are already designing the first IP-100 products that will be using that chipset that will significantly increase our wireless transport products capabilities in terms of higher capacity, lower latency and more, the first of them was launched in 2025. These capabilities will make the IP-100 platform the optimized choice for existing and new use cases in the 5G mobile market. The IP-100 platform is expected to expand Ceragon products coverage beyond the MW bands, V-Band and E-Band range (4-86 GHz) and include W-band (up to 110 GHz) and D-band (up to 170 GHz) products. As telecommunication networks and services become more demanding, there is an increasing need to match the indoor units’ advanced networking capabilities with powerful and efficient radio units. Our outdoor RFUs are designed with sturdiness, power, simplicity and compatibility in mind. As such, they provide high-power transmission for both short and long distances and can be assembled and installed quickly and easily. The RFUs can operate with different Ceragon indoor units, according to the desired configuration, addressing any network need be it cellular, backbone, rural or private transport networks. Our Services We offer complete solutions and services for the design and implementation of telecommunication networks, as well as the expansion or integration of existing ones. We have a global projects and services group that operates alongside our products groups. Under this group we offer our customers a comprehensive set of turn-key services including: advanced network and radio planning, site survey, solutions development, installation, network auditing and optimization, maintenance, training and more. Our services include utilization of powerful project management tools in order to streamline deployments of complex wireless networks, thereby reducing time and costs associated with network set-up, and allowing faster time to revenue. Our experienced teams can deploy hundreds of “wireless transport links” every week, and our rollout project track-record includes hundreds of thousands of links already installed and in operation with a variety of Tier 1 operators. We are committed to providing high levels of service and implementation support to our customers. Our sales and network field engineering services personnel work closely with customers, system integrators and others to coordinate network design and ensure successful deployment of our solutions. We support our products with documentation and training courses tailored to our customers’ varied needs. We have the capability to remotely monitor the in-network performance of our products and to diagnose and address problems that may arise. We help our customers to integrate our network management system into their existing internal network operations control centers. Currently, in the pursuit of our new strategy to diversify and expand our offering to include, among other things, solutions for WISPs (wireless internet services), private networks and software based solutions, we are developing and enhancing SW tools including those that have been used by us for networks planning, commissioning, monitoring, optimization and maintenance, to be included in our services offering as a stand-alone SW solutions and services either as on-premise, remote or SaaS. Ceragon Digital Twin is a Ceragon developed tool that creates a virtual representation of customers’ physical networks. The Ceragon Digital Twin can be used to analyze, emulate, diagnose, and optimize the physical network and site infrastructure based on detailed modeling, data collection and interfaces to achieve near real-time, interactive mapping between physical networks and virtual twin networks. Our customers benefit from a data-driven and vendor- agnostic system that proactively identifies network weak spots, redundancies, energy cost inefficiencies, alerts for upcoming capacity bottlenecks, and many other network health and efficiency features. Customers benefit from a more resilient network as well as both CAPEX and OPEX savings, driven by optimized, when and where needed expansion, energy cost reduction, and a lowered need for site visits. We also invest in expanding our Digital Twin solution offering to better support critical private networks requirements, including IoT standards and selected devices. Ceragon’s Managed Services provide end-to-end, proactive management of the customer’s network operation. Ceragon leverages its decades of networking expertise, specialized software tools and Network Management personnel, to relieve customers from the need to manage their network infrastructure. Professional and efficient network management saves customer resources, provides “peace of mind”, and allows our customers to focus on their actual business activities. These services are specifically designed for smaller public networks and private networks where there is less available headcount and often less technological expertise. Ceragon's AI-Powered Managed and Professional Services incorporate advanced analytics and automation to support more efficient and consistent network operations. By applying machine learning to network data, these services enable continuous monitoring, early detection of potential issues, and data-driven optimization of network performance. This approach helps shift operational models from reactive troubleshooting toward more proactive and structured maintenance practices, while reducing reliance on manual processes. 45 As part of our Professional Services, we work with customers across the network lifecycle, including planning, deployment, and ongoing optimization. AI-based insights are used to support capacity planning, improve resource utilization, and enable more informed operational decisions across multi-vendor environments. Together, these capabilities aim to improve network reliability, operational efficiency, and long-term cost management. Our suite of Professional Services was designed specifically for private networks to make possible the easiest network implementation throughout the entire network lifecycle – to help meet all of their connectivity needs. From planning and designing the right solution, through sourcing the required equipment, rolling out and installing the network and assuring optimal performance through ongoing testing, management and maintenance services, Ceragon can customize the appropriate service offering for each customer. In addition, we are investing in expanding our system integration capabilities to support more use cases and verticals, as the demand for modern private networks continues to increase. Our acquisition by merger of E2E expands our services and software offering, focused on the needs of private networks. E2E served dozens of customers, supporting them with meaningful networks deployments and software-based management. E2E brings capabilities in providing a full suite of services and system integration capabilities. Our Customers We have sold our products, directly and through a variety of channels, to over 600 service providers and more than 1,600 private network customers in more than approximately 130 countries. Our principal customers are wireless service providers that use our products to expand transport network capacity, reduce transport costs and support the provision of advanced telecommunications services. In 2025, we continued to maintain our position as the number one wireless transport specialist, in terms of unit shipments and global distribution of our business. While most of our sales are direct, we do reach a number of these customers through OEM or distributor relationships. We also sell systems to large enterprises and public institutions that operate their own private communications networks through system integrators, resellers and distributors. Our customer base is diverse in terms of both size and geographic location. The following table summarizes the distribution of our revenues by region, stated as a percentage of total revenues for the years ended December 31, 2025, 2024 and 2023: Year Ended December 31, Region 2025 2024 2023 North America (*) 33 % 23 % 28 % EMEA (**) 15 % 16 % 18 % India 34 % 43 % 31 % Asia-Pacific 9 % 9 % 10 % Latin America 9 % 9 % 13 % (*) As of December 31, 2025, 2024 and 2023, 95%, 97% and 94% represent revenues in the United States. (**) Including Europe, Middle East and Africa. Sales and Marketing We sell our products through a variety of channels, including direct sales, OEMs, resellers, distributors and system integrators. Our sales and marketing staff, including services and supporting functions, include approximately 574 employees in many countries worldwide, who work together with local agents, distributors and OEMs to expand our business. We are a supplier to various key OEMs, system integrators, distributors and resellers, and we are focusing our efforts on direct sales. We also plan to develop additional strategic relationships with equipment vendors, global and local system integrators, distributors, resellers, networking companies and other industry suppliers with the goal of gaining greater access to our target markets. 46 Marketing plays an important role in promoting Ceragon’s products, solutions and services in creating lead generation to new and existing customers, and ultimately establishing its leadership and differentiation in the market. Ceragon’s key marketing activities include the following: • Proactively planning and executing marketing campaigns and developing content as well as communications material to promote the Ceragon products, solutions and services to customers and prospects over the entire course of the sales-cycle. Activities include advertising, e-mail, press releases, newsletters, marketing collateral (white papers, e-books, brochures, case studies, etc.), blogs, promotional videos and more. This content is produced and written with search engine optimization in mind to ensure Ceragon high ranking in customer organic search results and with AI bots. • Organizing and running exhibitions, seminars and events. This goes far beyond the mere planning the logistics of the event, but customizing messaging for target audience, creating event materials, such as displays, presentations, animated videos, demos, and most importantly promoting the event to customers and prospects to ensure successful attendance and secure customer meetings. Following the outbreak of the COVID-19 pandemic, we have developed remote marketing tools such as webinars, live-demos, remote seminars and enhanced the use of digital tools and remote marketing activities. Our revenue and operating results are hard to predict and may vary significantly from quarter to quarter and from our expectations for any specific period. The timing of revenue recognition is based on several factors. See Item 5. Operating and Financial Review and Prospects – General – Critical Accounting Policies and Estimates – Revenue Recognition. Manufacturing and Assembly Our manufacturing process consists of materials planning and procurement, assembly of indoor units and outdoor units, final product assurance testing, quality control and packaging and shipping. With the goal of streamlining all manufacturing and assembly processes, we have implemented an outsourced, just-in-time manufacturing strategy that relies on contract manufacturers to manufacture and assemble circuit boards and other components used in our products and to assemble and test indoor units and outdoor units for us. The use of advanced supply chain techniques has enabled us to increase our manufacturing capacity, reduce our manufacturing costs and improve our efficiency. We comply with standards promulgated by the International Organization for Standardization and have received certification under the ISO 9001 (Quality), ISO 14001 (Environment), ISO 27001 (Information Security Management System) and ISO 45001 (Health and Safety) standards. These standards define the procedures required for the manufacture of products with predictable and stable performance and quality, as well as environmental guidelines for our operations and safety assurance. We outsource most of our manufacturing operations to major contract manufacturers in Israel, Singapore, the Philippines and China. We established an RMA center in India. Most of our warehouse operations are outsourced to subcontractors in Israel, the Netherlands, the United States, Philippines and Singapore. The raw materials (components) for our products come primarily from the United States, Europe and Asia Pacific. Our activities in Europe require that we comply with European Union Directives with respect to product quality assurance standards and environmental standards including the “RoHS” (Restrictions of Hazardous Substances) Directive. Additionally, we apply and maintain a conflict mineral policy with respect to the sourcing of metal parts containing tin, tungsten, tantalum and gold, also referred to as 3TG, in addition to other trade compliance policies. Research and Development We place considerable emphasis on research and development to improve and expand the capabilities of our existing products, to develop new products (with particular emphasis on equipment for emerging IP-based networks) and features and effective bandwidth utilization, and to lower the cost of producing both existing and future products. We intend to continue to devote a significant portion of our personnel and financial resources to research and development. As part of our product development process, we maintain close relationships with our customers to identify market needs and to define appropriate product specifications. In addition, we intend to continue to comply with industry standards and we are full members of the European Telecommunications Standards Institute in order to participate in the formulation of European standards and, in order to participate in the formulation of European standards, we are full members of the European Telecommunications Standards Institute. 47 Our research and development activities are conducted mainly at our facilities in Rosh Ha’Ayin, Israel, but also at our sites in Greece, Romania and India (Bangalore). As of December 31, 2025, our research, development and engineering staff consisted of 257 employees globally. Our research and development team includes highly specialized engineers and technicians with expertise in the fields of millimeter-wave design, modem and signal processing, data communications, system management and networking solutions. Our research and development department provide us with the ability to design and develop most of the aspects of our proprietary solutions, from chip-level, including ASICs and RFICs, to full system integration. Our research and development projects currently in process include extensions to our leading IP-based networking product lines and development of new technologies to support future product concepts. In addition, our engineers continually work to redesign our products with the goal of improving their manufacturability and testability while reducing costs. Intellectual Property To safeguard our proprietary technology, we rely on a combination of patent, copyright, trademark and trade secret laws, confidentiality agreements and other contractual arrangements with our customers, third-party distributors, consultants and employees, each of which affords only limited protection. We have a policy which requires all of our employees to execute employment agreements which contain confidentiality provisions. To date, Ceragon has 18 patents granted in the United States and other foreign jurisdictions including the EPO (European Patent Office) and 8 patent applications pending in the United States and other foreign jurisdictions including the EPO. In addition, Siklu has 31 patents granted in the United States, 1 patent granted in the UK and 4 patent applications pending in Germany. Ceragon has registered trademarks as follows: - for the standard character mark Ceragon Networks in Canada; - for the standard character mark CERAGON, national registrations in Morocco, Malaysia, Indonesia (under the name of Ceragon Networks AS), Japan, Israel, Mexico, the United States, South Africa, the Philippines, Argentina, Venezuela, Peru, Canada, Nigeria, Brazil and Colombia, United Kingdom, Indonesia, Morocco, Malaysia and India, and International Registration (protection granted in Australia, Iceland, Bosnia & Herzegovina, Korea, Switzerland, Croatia, Norway, Russia, China, Ukraine, CTM (European Union), Turkey, Singapore, Macedonia, Egypt, Kenya and Vietnam); - for our design mark for FibeAir in United Kingdom and the European Union; and - for the standard character mark CeraView in United Kingdom and the European Union. In addition, E2E has 1 trademark for the standard character mark E2E in the United States. Competition The market for wireless equipment is rapidly evolving, fragmented, highly competitive and subject to rapid technological change. We expect competition, which may differ from region to region, to persist in the future - especially if rapid technological developments occur in the broadband wireless equipment industry or in other competing high-speed access technologies. We compete with several wireless equipment providers worldwide that vary in size and in the types of products and solutions they offer. Our primary competitors include large wireless equipment manufacturers referred to as generalists, such as Huawei Technologies Co., Ltd., L.M. Ericsson Telephone Company, Nokia Corporation and ZTE Corporation. In addition to these primary competitors, several other smaller wireless transport equipment suppliers, including Aviat Networks Inc., SIAE Microelectronica S.p.A, Cambium Networks (60GHz MESH products only), and Intracom telecom, offer and develop products that compete with our products. We also expect consolidation pressure to continue as the wireless equipment market continues to be highly competitive and, as a result, we face price pressures. We expect to continue to be a leader in the “best-of-breed” market segment of the wireless transport market in terms of market share, technology and innovation, providing significant value to our customers. Further market dynamics may drive some operators, which seek “best-of-breed” solutions, to seek “bundled” network solutions from the generalists. This trend may put additional strain on our competitiveness. 48 In addition, the development and expansion of Low Earth Orbit (LEO) satellite networks have become more capable of providing backhaul connectivity for cellular networks, and therefore there is a potential for network operators to favor satellite-based solutions over our microwave transmission products. Furthermore, technologies such as FSO, laser and photonic, are emerging as potential alternatives to traditional wireless transport solutions. These technologies leverage optical communication principles to deliver high-capacity, low-latency, and interference-resistant connectivity. We believe we compete favorably based on: • the diversification of our technologies and capabilities, which allows flexible vertical integration options, including the development of the core technology – RFIC and modems, including SoC (System on Chip); • our focus and active involvement in shaping next generation standards and technologies, which deliver best customer value; • our product performance, reliability and functionality, which assist our customers to achieve the highest value; • the range and maturity of our product portfolio, including the ability to provide solutions in every widely available microwave and millimeter-wave licensed and license-exempt frequency, as well as our ability to provide both IP and circuit switch solutions and therefore to facilitate a migration path for circuit-switched to IP-based networks; • our design to cost structure; • our time-to-market advantage, due to having our own technology and our own chipsets; • our focus on high-capacity, point-to-point microwave and point-to-point as well as point-to-multipoint millimeter-wave technologies, which allows us to quickly adapt to our customers’ evolving needs; • the range of rollout services offering for faster deployment of an entire network and reduced total cost of ownership; • our support and technical service, experience and commitment to high quality customer service, • our ability to expand to other vertical markets such as oil and gas, utilities, defense and public safety, by drawing upon the capabilities of our technologies and solutions; • Our unified network intelligence and management software suite is used for multi-vendor wireless transport networks. It provides the customer’s NOC and Engineering teams with deep insight and analytics tools that save money by enabling highly effective operations, assuring the best quality of service, and speeding up the team’s response to ongoing and upcoming issues; • Our Smart activation key SW allows to instantly discover and automatically activate all customers' network elements efficiently. This eliminates delivery and deployment delays with easy, instant, friction-free activation, along with powerful actionable intelligence from network element usage reports to improve performance, increase efficiency, and reduce operating costs; and • Our Wireless Network Design Engine, WiNDE, simplifies the design challenges of deploying the right piece of equipment at every point in the network. WiNDE takes in all the locations to be served in a given mmW network and applies cost and performance factors to automatically recommend optimal, cost-effective, and robust implementations from which to choose. The tool also creates a Bill of Materials to build the selected design as well as the configuration files to ensure that operations are as designed. The Israel Innovation Authority and other Granting Authorities The government of Israel encourages research and development projects in Israel through the IIA, formerly known as the Israeli Office of Chief Scientist, pursuant to the provisions of the R&D Law and subject thereto. We received grants from the IIA for several projects and may receive additional grants in the future. Under the terms of certain IIA plans, a company may be required to pay royalties ranging between 3% to 6% (depending on the terms and conditions of the specific plan and the classification of the company), of the revenues generated from its products or services incorporating know-how developed with, or are a derivative of, funds received from the IIA (“IIA Products”), until 100% of the dollar value of the grant is repaid (plus LIBOR interest applicable to grants received on or after January 1, 1999 and until July 1, 2017; the interest applicable to grants received on or after July 1, 2017, and until January 1, 2024 is: (i) LIBOR interest until December 31, 2023, and (ii) thereafter, 12 months Term SOFR as published in the first trading day of each year by CME Group, or by any other party authorized by the Federal Reserve, or in alternative publication by the Bank of Israel, with the addition of 0.71513%; the interest applicable to grants received on or after January 1, 2024 is 12 months Term SOFR as published in the first trading day of each year by CME Group, or by any other party authorized by the Federal Reserve, or in alternative publication by the Bank of Israel). 49 The R&D Law requires that the manufacturing of IIA Products be carried out in Israel, unless the IIA provides its approval to the contrary. Such approval may only be granted under various conditions and entails repayment of increased royalties equal to up to 300% of the total grant amount, plus applicable interest, depending on the extent of the manufacturing that is to be conducted outside of Israel. In any case, IIA Products manufactured abroad carry an increase of 1% in the royalty rate. The R&D Law also provides that know-how (and its derivatives) developed with, or that is a derivative of, funds received from the IIA and any right derived therefrom may not be transferred to third parties, unless such transfer was approved in accordance with the R&D Law. The research committee operating under the IIA may approve the transfer of know-how between Israeli entities, provided that the transferee undertakes all the obligations in connection with the R&D grant as prescribed under the R&D Law. In certain cases, such research committee may also approve a transfer of know-how outside of Israel, in both cases subject to the receipt of certain payments, calculated according to a formula set forth in the R&D Law, in amounts of up to six (6) times the total amount of the IIA grants, plus applicable interest (in case of transfer outside of Israel), and three (3) times of such total amount, plus applicable interest, (in case sufficient R&D activity related to the know how remains in Israel). Such approvals are not required for the sale or export of any products resulting from such R&D activity. Further, the R&D Law imposes reporting requirements on certain companies with respect to changes in the ownership of a grant recipient. The grant recipient, its controlling shareholders, and foreign interested parties of such companies must notify the IIA of any change in control of the grant’s recipient or the holdings of the “means of control” of the recipient that result in an Israeli or a non-Israeli becoming an interested party directly in the recipient. The R&D Law also requires the new interested party to undertake to comply with the R&D Law. For this purpose, “control” means the ability to direct the activities of a company (other than any ability arising solely from serving as an officer or director of the company), including the holding of 25% or more of the “means of control”, if no other shareholder holds 50% or more of such “means of control.” “Means of control” refers to voting rights or the right to appoint directors or the chief executive officer. An “interested party” of a company includes a holder of 5% or more of its outstanding share capital or voting rights, its chief executive officer and directors, someone who has the right to appoint its chief executive officer or at least one director, and a company with respect to which any of the foregoing interested parties owns 25% or more of the outstanding share capital or voting rights or has the right to appoint 25% or more of the directors. Accordingly, in certain cases, any non-Israeli who acquires 5% or more of our ordinary shares may be required to notify the IIA that it has become an interested party and to sign an undertaking to comply with the R&D Law. In addition, the rules of the IIA may require additional information or representations with respect to such events. In December 2006, Ceragon entered into an agreement with IIA to conclude our research and development grant programs sponsored by the IIA. Under the agreement, we were obligated to repay the IIA approximately $11.9 million in outstanding grants, in six semiannual installments from 2007 through 2009. During the second quarter of 2008, we paid the IIA approximately $7.4 million to retire all the debt remaining from this agreement. Nevertheless, we continue to be subject to the obligations and restrictions under the R&D Law and the IIA regulations, including regarding transfer of know-how and manufacturing outside of Israel, in respect to these grants. Following the 2006 arrangement with the IIA, Ceragon is considered as “Technological Innovation Investment-Abundant Corporation” and we can apply for grants only under non-royalty-bearing programs. In each of 2013 and 2014 we received approval for a new R&D grant from the IIA in amounts of approximately $0.7 million and $0.9 million respectively, under a generic program (the “Generic Plan”). Additionally, and under such plan, in 2015 we received approval for new R&D grants in the amount of approximately $0.6 million, and in 2016, 2017 and 2018 we received approval for grants in a total amount for the three years, of approximately $1.4 million. In 2019 and 2020 we received approval for additional grants under the Generic Plan, in the frame of which we received a total amount of approximately $ 1.3 million. The Generic Plan has ended. The Generic Plan requires us to comply with the requirements of the R&D Law in the same manner applicable to previous grants, provided, however, that the obligation to pay royalties on sales of products based on technology or know how developed with the Generic Plan may apply, under certain conditions, to a recipient of the technology or knowhow developed with the Generic Plan, to the extent such is sold and/or transferred, while the Company’s self-sales of its products without such transfer, do not bear royalty payment obligations. In addition, we may manufacture part of the products developed under the program outside of Israel, up to the percentages declared in our applications for such grants. 50 In March 2014, we participated in two Magnet Consortium Programs, called “Hyper” and “Neptune” (the “Magnet Programs”), sponsored by the IIA. Under these Magnet Programs, which are intended to support innovative generic industry-oriented technologies, we cooperated with additional companies and research institutes. In the years 2016, 2017 and 2018 we received approval from the IIA for a sum of $3.8 million in aggregate, under these Magnet Programs. These two Magnet Programs have ended. The R&D Law applies to Magnet Programs, including the restrictions on transfer of know how or manufacturing outside of Israel, as described above. In addition, certain restrictions resulting from Magnet Programs’ internal agreements between the consortium members may apply. In 2020, we joined as a member to an Industrial consortium called “WIN – Wireless Intelligent Networks Consortium” under a MAGNET consortium. The project ended. In the framework of this project, Ceragon received a grant totaling $1.2 million during the years 2020-2024. In 2020, we signed with Ariel University a Research and License Agreement under a Magneton plan. This project has ended. In the framework of this project, we received a grant totaling $0.6 million during the years 2020-2024. In 2021, we applied under the Promoting Applied Research in Academia (Nofar). Under this project, we supported a development plan of Ariel University and funded 10% of this plan (the IIA grants the other 90%). This plan did not call for any grant from the IIA. This project has ended. In January 2023, we applied under the Magneton Plan with the Technion, Haifa Institute of Technology (“Technion”). This project, called “SW Managed Diplexer”, was approved by the IIA. The project started in January 2024 and is expected to end in February 2027. During 2024 and 2025 we received a grant totaling approximately $0.3 million, and we expect to receive an additional amount of approximately $0.1 during 2026. In January 2023, we entered as a member into the Magnet Consortium Program is called “MM Production”. The total grant for this project is approximately $1.0 million (for a three-year period). So far, we have received an amount of $0.6 million, and we are expected to receive an additional amount of approximately $0.1 during 2026. The R&D Law applies to the Magnet Consortium Programs, including the restrictions on transfer of know how or manufacturing outside of Israel, as described above. In addition, certain restrictions resulting from Magnet Consortium Programs’ internal agreements between the consortium members may apply. In February 2023, we applied under the Magneton Program with Ben-Gurion University. This program called “MESH Scheduling based AI” was approved and the total grant for it is approximately $0.2 million (for a two year-period). We have received the total grant and the project has ended. In March 2023, we applied under the Magneton Plan with Tel-Aviv University. This program called “Fault Analysis” was approved and the total grant for it is approximately $0.2 million (for a one-year period). We have received the total grant and the project has ended. In May 2023, we applied under the Industry Research Program for research in the D-band field. This program was approved and the total grant for it is approximately $1.0 million (for a two-year period). So far, we have received approximately $0.7 million and we are expected to receive the remaining amount during 2026. During 2024 we applied under the Magneton Plan with Ben-Gurion University. This program, called “Identifying and classifying communication network fault locations”, was approved and the total grant for it is approximately $0.3 million (for a two year-period). The project started in March 2025. So far, we have received approximately $0.2 million. In addition, we are part of a Horizon Europe project called Unity-6G. The UNITY-6G project aims to address energy efficiency and sustainability challenges in networked services, leveraging technologies like AI/ML, distributed ledger technologies (DLTs) to secure data exchange and build trust between parties, and via different network access technologies such as Non-Terrestrial Networks (NTNs), Non-Public Networks (NPNs), or approaches such as Open Radio Access Network (O-RAN). The project focuses on developing energy-efficient, integrated network infrastructures supporting convergence and interoperability of heterogeneous domains, including wireless networking, IoT, and mobile and distributed computing. The project started in January 2025, and we are expected to receive from the European Commission an amount of approximately $0.8 million total (for three-year period). So far, we have received approximately $0.6 million, and we are expected to receive an additional amount of approximately $0.2 during 2026. 51 In 2025, we applied under the Magneton Plan with Universidad Carlos III de Madrid. This program, called “Optimizing TX Power”, was approved and the total grant for is for approximately $0.4 million (for a two year-period). The project started in March 2026 and so far, we have received approximately $0.1 million. All the above-described programs do not bear royalty payment obligations to the IIA, but may be subject to certain commercial arrangements among the participants thereof. At the end of 2021, the publication of the LIBOR ceased, and alternative interests were applied throughout the worldwide economy, including the SOFR interest. The interest applicable to grants received on or after January 1, 2024 is 12 months Term SOFR as published in the first trading day of each year by CME Group, or by any other party authorized by the Federal Reserve, or in alternative publication by the Bank of Israel, with the addition of 0.71513%. With respect to Siklu, between the years 2008-2020, Siklu received grants from the IIA in the total amount of approximately $14.6 million (approximately $16.4 million, including interest) for 20 files under a royalty-bearing program. So far, Siklu has reported to the IIA royalties in the amount of approximately $9.1 million and has paid to the IIA royalties in the amount of approximately $7.1 million. Accordingly, as of December 31, 2025, Siklu's debt to the IIA amounts to approximately $2.6 million. In 2023, Siklu agreed with the IIA to pay its past debt in monthly payments over a 5-year period, with the first payment being approximately $0.1 million and the remaining payments being $30,000 per month, after which the remaining debt shall be immediately repaid. In addition, Siklu has also received from the European Commission (under the Horizon Europe program) a total amount of $2.2 million for four non-royalty-bearing programs (called “5G-PHOS”, “THOR” , “5G-COMPLETE” and “Int5Gent”), which have ended, and an amount of $0.37 million for one non-royalty-bearing program (called “PARALIA”), which is still active. An additional amount of approximately $0.1 million is expected to be received from the European Commission for the program “PARALIA”. C. Organizational Structure We are an Israeli company that commenced operations in 1996. The following is a list of our significant subsidiaries: Company Place of Incorporation Ownership Interest Ceragon Networks, Inc. New Jersey 100 % Ceragon Networks (India) Private Limited India 100 % D. Property, Plants and Equipment Our corporate headquarters and principal administrative, finance, R&D and operations departments are located at Rosh Ha’Ain, Israel, at which we hold a leased facility of approximately 66,600 square feet of office space and approximately 5,800 square feet of warehouse space. We also lease approximately 22,089 square feet of office space and warehouse space in Plano, Texas, USA. We also lease space for other local subsidiaries to conduct pre-sales and marketing activities, R&D activities and other operations in their respective regions, as well as co-working spaces.