---

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

---

PART I	6
ITEM 1: Identity of Directors, Senior Management and Advisers	6
ITEM 2: Offer Statistics and Expected Timetable	6
ITEM 3: Key Information	6
A. [Reserved]	6
B. Capitalization and Indebtedness	6
C. Reasons for Offer and Use of Proceeds	6
D. Risk Factors	6
ITEM 4: Information on Allot	32
A. History and Development of Allot	32
B. Business Overview	33
C. Organizational Structure	44
D. Property, Plant and Equipment	44
ITEM 4A: Unresolved Staff Comments	44
ITEM 5: Operating and Financial Review and Prospects	45
A. Operating Results	45
B. Liquidity and Capital Resources	52
C. Research and Development, Patents and Licenses	54
D. Trend Information	55
E. Critical Accounting Estimates	55
ITEM 6: Directors, Senior Management and Employees	57
A. Directors and Senior Management	57
B. Compensation of Officers and Directors	60
C. Board Practices	64
D. Employees*	70
E. Share Ownership	71
ITEM 7: Major Shareholders and Related Party Transactions	73
A. Major Shareholders	73
B. Related Party Transactions	74
C. Interests of Experts and Counsel	75
ITEM 8: Financial Information	75
A. Consolidated Financial Statements and Other Financial Information.	75
B. Significant Changes	76
ITEM 9: The Offer and Listing	76
ITEM 10: Additional Information	76
A. Share Capital	76
B. Memorandum and Articles of Association	76
C. Material Contracts	81
D. Exchange Controls	81
E. Taxation	81
F. Dividends and Paying Agents	93
G. Statement by Experts	93
H. Documents on Display	93
I. Subsidiary Information	93
ITEM 11: Quantitative and Qualitative Disclosures About Market Risk	94
ITEM 12: Description of Securities Other Than Equity Securities	95

PART II	95
ITEM 13: Defaults, Dividend Arrearages and Delinquencies	95
ITEM 14: Material Modifications to the Rights of Security Holders and Use of Proceeds	95
A. Material Modifications to the Rights of Security Holders	95
B. Use of Proceeds	95
ITEM 15: Controls and Procedures	95
ITEM 16: Reserved	96
ITEM 16A: Audit Committee Financial Expert	96
ITEM 16B: Code of Ethics	96
ITEM 16C: Principal Accountant Fees and Services	97
ITEM 16D: Exemptions from the Listing Standards for Audit Committees	97
ITEM 16E: Purchase of Equity Securities by the Company and Affiliated Purchasers	98
ITEM 16F: Change in Registrant’s Certifying Accountant	98
ITEM 16G: Corporate Governance	98
ITEM 16H: Mine Safety Disclosure	98
ITEM 16I: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	98
ITEM 16J: Insider Trading Policies	99
ITEM 16K: Cybersecurity	99
PART III	100
ITEM 17: Financial Statements	100
ITEM 18: Financial Statements	100
ITEM 19: Exhibits	101

•	statements regarding competitive pressures;

•	statements regarding expected revenue growth and profitability;

•	statements regarding future expansion of and strategy for our SECaaS business;

•	statements regarding expected tax benefits;

•	statements regarding new market and technology trends, including the need to manage mobile network traffic and cloud computing, among others;

•	statements regarding our ability to develop technologies to meet our customer demands and expand our product and service offerings, including introducing innovative products;

•	statements regarding artificial intelligence and its use;

•	statements regarding the acceptance and growth of our services by our customers;

•	statements regarding the expected growth in the use of particular broadband applications;

•	statements as to our ability to meet anticipated cash needs based on our current business plan;

•	statements as to the impact of the rate of inflation, tariffs (and related retaliatory measures) and the global and local political and security situation on our business;

•	statements regarding the price and market liquidity of our ordinary shares;

•	statements as to our ability to retain our current suppliers and subcontractors; and

•	statements regarding our future performance, sales, gross margins, expenses (including share-based compensation expenses) and cost of revenues.

•	general economic and business conditions, including fluctuations of interest and inflation rates and the impact of tariffs (and related retaliatory measures), which may affect demand for our technology and solutions;

•	the effects of fluctuations in currency on our results of operation and financial condition;

•	our ability to achieve and maintain profitability, such as through keeping pace with advances in technology and achieving market acceptance and increasing the functionality of our products and offering additional features and products;

•	the impact of the telco operator’s Go To Market strategy and implementation efforts, on the success of a “as a Service” deals of our Security-as-a-service (“SECaaS”) and other Solutions;

•	our reliance on our network intelligence solutions for significant revenues;

•	impacts to our revenues and operational risk as a result of making sales to large service providers;

•	technological risks, including network encryption, live network failures and software or hardware errors;

•	our ability to retain and recruit key personnel and maintain satisfactory labor relations;

•	our dependence on third parties for products and solutions that make up a material portion of our business;

•	the ability of our suppliers to provide, or refusal of our customers to implement, the single or limited sources from which certain hardware and software components for our products are made;

•	sales disruptions or costs arising from a loss of rights to use the third-party solutions we integrate with our products;

•	our ability to execute our “Cyber Security-first” strategy and increase sales of Allot security products;

•	the impacts of new market and technology trends on our enterprise market;

•	our ability to comply with international regulatory regimes wherever we conduct business, including governmental requirements and initiatives related to the telecommunication industry and data privacy;

•	potential misuse of our products by Communication Service Providers, governmental or law enforcement customers;

•	risks related to our proprietary rights and information, including our ability to protect the intellectual property embodied in our technology, to defend against third-party infringement claims, and protect our IT systems from disruptions;

•	risks related to our ordinary shares, including volatile share prices and tax consequences for U.S. shareholders;

•	our status as a foreign private issuer and related exemptions with respect thereto;

•	exposure to unexpected or uncertain tax liabilities or consequences as a result of changes to fiscal and tax policies;

•	conditions and requirements as a result of being incorporated in Israel, including economic volatility and obligations to perform military service;

•	costs and business impacts of complying with the requirements of the Israeli and foreign country governments as well as international organizations who provide us with grants for research and development expenditures;

•	costs and business impacts of litigation and other legal and regulatory proceedings encountered in the course of business;

•	costs and business impacts of increasing prices of 3rd party Commercial Off-The-Shelf (COTS) hardware, which is embedded in Allot solutions;

•	competition coming from new entrants and startup companies to the market relying deeply on AI technologies;

•	our ability to successfully identify, manage and integrate acquisitions; and

•	other factors as described in the section below.

•

The European General Data Protection Regulation (“GDPR”) and the equivalent UK legislation.

•

U.S. state and federal laws, including the California Consumer Privacy Act (CCPA) and follow-on legislation in the California Privacy Rights Act (CPRA).

•

The Israeli Privacy Protection Law, 1981, along with its regulations such as the Israeli Privacy Protection Regulations (Data Security) 2017

•	current or future U.S. or foreign patents applications will be approved;

•	our issued patents will protect our intellectual property and not be held invalid or unenforceable if challenged by third-parties;

•	we will succeed in protecting our technology adequately in all key jurisdictions in which we or our competitors operate;

•	the patents of others will not have an adverse effect on our ability to do business; or

•	others will not independently develop similar or competing products or methods or design around any patents that may be issued to us.

•	announcements or introductions of technological innovations, new products, product enhancements or pricing policies by us or our competitors;

•	winning or losing contracts with service providers;

•	disputes or other developments with respect to our or our competitors’ intellectual property rights;

•	announcements of strategic partnerships, joint ventures, acquisitions or other agreements by us or our competitors;

•	recruitment or departure of key personnel;

•	regulatory developments in the markets in which we sell our products;

•	our future repurchases, if any, of our ordinary shares pursuant to our current share repurchase program and/or any other share repurchase program which may be approved in the future;

•	our sale of ordinary shares or other securities;

•	changes in the estimation of the future size and growth of our markets;

•	market conditions in our industry, the industries of our customers and the economy as a whole;

•	a failure to meet publicly announced guidance or other expectations; or

•	equity awards to our directors, officers and employees.

•	substantial cash expenditures;

•	potentially dilutive issuances of equity securities;

•	the incurrence of debt and contingent liabilities;

•	a decrease in our profit margins; and

•	amortization of intangibles and potential impairment of goodwill.

•

Network Security Threats: As reliance on the Internet has grown, service providers and enterprise networks have become increasingly vulnerable to a wide range of security threats, including DDoS attacks, spambots, malware and other threats. These attacks are designed to flood the network with traffic that consumes all available bandwidth, impeding operators’ ability to provide high quality broadband access to subscribers or preventing enterprises from using mission-critical applications. These threats also compromise network and data integrity. We believe service providers and enterprises can better protect against such attacks by detecting and neutralizing malicious traffic at very early stages, before such threats can compromise network integrity and services. In addition, there is a monetization opportunity for the service provider to monetize the network infrastructure by providing additional protection services to SMB and enterprises.

•

End-User Security Threats: Broadband devices and mobile devices have also become increasingly vulnerable to online threats, such as malware, ransomware and phishing. Broadband and mobile device users have limited cyber-security expertise and therefore present easy targets for cybercriminals. In recent years, we have seen a growing demand from large and mid-size operators to offer such security services to their customers-both individual consumers and small and mid-size businesses. We believe few consumers download security applications to all of their personal devices, but CSPs are well positioned to provide security services because they are the sole providers of access to the network for their consumers, are capable of blocking attacks before they reach the consumer and have multiple touch points with consumers as trusted brands, through ongoing customer support and frequent communication.

•

Emerging AI-powered cyber threats are fundamentally changing the risk landscape for communication service providers (CSPs) and their customers. Attackers now leverage generative AI to automate malware creation, craft highly adaptive phishing attacks, accelerate reconnaissance, and orchestrate multi-vector attacks that evolve in real time. This dramatically increases both the scale and sophistication of threats targeting consumers, SMBs, and critical network infrastructure. As CSPs struggle to keep pace with this escalation, the need for robust, network-based security becomes more urgent. This evolution creates a significant strategic opportunity for Allot: our AI-enhanced, network-native security architecture is uniquely positioned to detect and mitigate these dynamic, machine-driven threats at scale, enabling CSPs to protect their subscribers while driving new recurring revenue models through differentiated security offerings.

•

A recent global consumer cybersecurity survey conducted by Dynata in September 2025, covering more than 3,100 mobile subscribers across the US, UK, Germany, France, Italy and Sweden, reveals a widening gap between rising concern and low protection adoption. According to the October dataset in the ​Consumers Survey Dynata - Oct. 25​, over 61% of users were concerned about their mobile device’s security in the past 12 months, and nearly 50% report feeling more worried than a year ago—yet only approximately 36% use any protection, while approximately 50% admit they have none. This anxiety‑action gap creates a major opportunity for telcos, reinforced by the findings of the accompanying ​Mind the Gap - A Telco Revenue Growth Opportunity - Q4 2025, which shows that 84% of consumers trust their mobile provider to offer cybersecurity, and 67% are willing to pay monthly, especially for zero‑touch, network‑based protection. With willingness concentrated around an accessible $5/€5/£5 per month, the data points to a clear and credible conclusion: consumer worry is high, protection is low, telcos are uniquely positioned to close the gap and capture recurring revenue at scale, and we are well-positioned to help with our zero-touch, network-based protection solutions.

•

Allot Secure Management (ASM): The Allot Secure Management platform creates a unified security experience for Allot security consumers by providing an end-to-end security management infrastructure that seamlessly communicates with and integrates each enforcement point-NetworkSecure, HomeSecure, DNSecure, IoTSecure, OffnetSecure, BusinessSecure and DDoSBusinessSecure. On-net coverage is provided through NetworkSecure, HomeSecure, DNSecure, DDoS BusinessSecure and IoTSecure, and off-net coverage through OffnetSecure, and the ASM solution creates a flexible security architecture of advanced threat detection technologies in-network, at the consumer-premises equipment and at the endpoint device with network intelligence solutions, machine learning and comprehensive personalization capabilities. The ASM solution delivers a scalable platform that simplifies security service activation, system awareness, new enforcement point integration, threat event reporting and handling, operation and management by the consumer regardless of which enforcement point is active.

•

Allot NetworkSecure: A multi-tenant solution that allows the service provider to offer opt-in security services that allow subscribers to define and enforce safe-browsing limits (Parental Control) and to prevent incoming malware from infecting their devices (Anti-Malware). Services are enforced at the network level, requiring no device involvement or battery consumption.

•

Allot HomeSecure: A multi-tenant solution that allows the service provider to offer opt-in security services that allow subscribers to define and enforce safe-browsing limits (Parental Control) and to prevent incoming malware from infecting their devices (Anti-Malware). Services are enforced at the home router & network level.

•

Allot DNSecure: A multi-tenant solution that allows the service provider to offer opt-in security services that allow subscribers to define and enforce safe-browsing limits (Parental Control) and to prevent incoming malware from infecting their devices (Anti-Malware). Services are enforced at the network DNS requests level, requiring no device involvement or battery consumption.

•	Allot IoTSecure: A multi-tenant solution that enables CSPs to grant each of its enterprise customers a dedicated management console for monitoring and securing their mobile IoT deployments on the CSP network.

•

Allot BusinessSecure: A multi-tenant solution that provides a simple, reliable and secure network for the connected business achieved through a small firmware agent installed on the business router, supported by the Allot Secure cloud, and a mobile application. These elements, working in concert, provide visibility into the network and block both external and internal attacks.

•	OffnetSecure: A multi-tenant solution that functions as an extension of NetworkSecure, securing the subscribers’ devices while off the Internet, producing seamless customer protection using market leading malware protection and controls.

•

Allot Secure Cloud: The Allot Secure cloud provides to each enforcement point in the security architecture up-to-date threat intelligence, web categorization and device fingerprint data. The Allot Secure cloud uses machine learning and Artificial Intelligence technologies to identify connected devices, create device-specific profiles and provide anti-virus screening.

•	AllotDDoS BusinessSecure - A multi-tenant solution that allows the service provider to offer opt-in network protection services to SMB and Enterprise customers to protect their connectivity lines from DDoS attacks, to prevent traffic saturation, and to ensure uninterrupted service.

•	DDoS Secure: A solution that provides attack detection and mitigation services that protect commercial networks against inbound and outbound Denial of Service (“DoS”) and DDoS attacks, Zero Day attacks, worms, zombie and spambot behavior.

•

Smart NetProtect: Allot’s multi-layer approach provides protection from multi-vector attacks against network infrastructure, subscribers, and applications. It is composed of multiple protection capabilities: Anti-DDoS, Anti-Botnet, Firewall and QoE protection, and provides protection for legacy and modern fixed and mobile architectures, including 5GSA.

•	Smart5G: Deliver granular visibility and control of 5G network and application performance to help CSPs meet customer expectations from eMBB, mMTC, and URLLC.

•	SmartVisibility: Access accurate usage data and analytics to improve network performance and deliver the services subscribers want. Make informed business decisions based on granular insights.

•	SmartTraffic QoE: Leverage SmartVisibility to reap the benefits of automated congestion management and QoE optimization. Get the most out of deployed infrastructure and defer expansion.

•	SmartPCC: Innovate and grow revenue by rolling out personalized service plans that cater to the unique and dynamic needs of prepaid, postpaid, and business customers.

•	SmartSentinel: Navigate the regulatory landscape with flexibility and precision. Comply with URL filtering, data retention and GDPR regulations efficiently and cost effectively.

		Revenues by Location
		($ in thousands)
		2025				% Revenues				2024				% Revenues				2023				% Revenues
Revenues
Europe		$	44,014				43	%		$	35,140				38	%		$	39,945				43	%
Asia and Oceania		$	19,236				19	%		$	24,010				26	%		$	20,547				22	%
Middle East and Africa		$	19,651				19	%		$	18,882				21	%		$	16,116				17	%
Americas		$	19,092				19	%		$	14,163				15	%		$	16,542				18	%
Total Revenues		$	101,993				100	%		$	92,195				100	%		$	93,150				100	%

•	unlimited 24/7 access to our global support organization, via phone, email and online support system, provided by regional support centers;

•	expedited replacement units in the event of a warranty claim;

•	software updates and upgrades offering new features and protocols and addressing new and changing network applications; and

•	periodic updates of solution documentation, technical information and training.

Company		Jurisdiction of Incorporation		Percentage Ownership
Allot Communications Inc.		United States			100	%
Allot Communications Europe SARL		France			100	%
Allot Communications (Asia Pacific) Pte. Limited		Singapore			100	%
Allot Communications (UK) Limited (with branches in Italy and Germany)		United Kingdom			100	%
Allot Communications Japan K.K.		Japan			100	%
Allot Communications Africa (PTY) Ltd		South Africa			100	%
Allot Communications India Private Ltd		India			100	%
Allot Communications Spain, S.L. Sociedad Unipersonal		Spain			100	%
Allot Communications (Colombia) S.A.S		Colombia			100	%
Allot MexSub		Mexico			100	%
Allot Turkey Komunikasion Hizmeleri limited		Turkey			100	%
Allot Australia (PTY) LTD		Australia			100	%

		Year Ended December 31,
		2024				2025
Revenues:
Products			32.6				30.4
Services			67.4				69.6
Total revenues			100				100
Cost of revenues:
Products			11.6				12.6
Services			19.3				16.3
Total cost of revenues			30.9				28.9
Gross profit			69.1				71.1
Operating expenses:
Research and development, net			28.3				24
Sales and marketing			33.5				30.2
General and administrative			13.8				13.4
Total operating expenses			75.6				67.6
Operating (loss) income			(6.5	)			3.5
Loss from extinguishment			-				(1.4	)
Other income			-				0.1
Financing income, net			2.07				2.6
Profit (Loss) before income tax expense			(4.45	)			4.8
Tax expense			1.91				1.2
Net profit (loss)			(6.4	)			3.6

		Year ended December 31,
		2025				2024				2023
		(in millions)
SECaaS revenues(1)		$	26.8			$	16.5			$	10.6
Recurring revenues(2)		$	62.8			$	53.8			$	49.5
SECaaS ARR(3)		$	30.8			$	18.2			$	12.7

(1)

SECaaS refers to security as a service. We enter into service contracts pursuant to which we provide our SECaaS solution to operators using a revenue share business model whereby we and the operator share the revenue generated from the operator’s subscribers, or a fixed periodic fee up to an agreed number of subscribers. A majority of our SECaaS revenues are from contracts that are for one year or longer. We consider the operator to be our customer. The majority of our SECaaS service contracts contain a single performance obligation comprised of a series of distinct goods and services satisfied over time. Contract consideration is based on usage by the operator’s subscribers. As such, we allocate the variable consideration from those contracts to distinct service periods in which the service is provided and recognize revenue for each distinct service period.

(2)

Recurring revenues refers to the sum of support and maintenance revenues and SECaaS revenues. We generally provide maintenance and support services pursuant to a maintenance and support program, which may be purchased by customers at the time of product purchase or on a renewal basis. A majority of these programs are for one year or longer.

(3)

SECaaS ARR measures the current annual recurring SECaaS revenues, which is calculated based on estimated SECaaS revenues for the last month in the relevant period multiplied by 12.   Non-GAAP Financial Measures   The following non-GAAP financial data and reconciliations to financial information prepared in accordance with GAAP, including non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating profit (loss) and non-GAAP net income (loss), are presented to enable investors to have additional information on our business performance as well as a further basis for periodic comparisons and trends relating to our financial results. We believe such data provides useful information to investors and analysts by facilitating more meaningful comparisons of our financial results over time. The Company provides these non-GAAP financial measures because it believes they present a better measure of the Company’s core business and management uses the non-GAAP measures internally to evaluate the Company’s ongoing performance. Accordingly, the Company believes they are useful to investors in enhancing an understanding of the Company’s operating performance.   The non-GAAP financial measures used by the Company are not based on any comprehensive set of accounting rules or principles. We believe that non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with our results of operations, as determined in accordance with GAAP, and that these measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures.   Investors are cautioned that, unlike financial measures prepared in accordance with GAAP, non-GAAP financial measures may not be comparable with the calculation of similar measures for other companies. Investors should consider non-GAAP financial measures in addition to, and not as replacements for or superior to, measures of financial performance prepared in accordance with GAAP.

•

Local Manufacturing Obligation. We must manufacture the products developed with these grants in Israel. We may manufacture the products outside Israel only if we receive prior approval from the IIA (such approval is not required for the transfer of up to 10% of the manufacturing capacity in the aggregate, in which case a notice must be provided to the IIA and not objected to by the IIA within 30 days of such notice).

•

Know-How Transfer Limitation. We have certain limitations on our ability to transfer know-how funded by the IIA. Approval of any transfer of IIA funded know-how to another Israeli company will be granted only if the recipient abides by the provisions of the Innovation Law and related regulations. Transfer of IIA funded know-how outside of Israel requires prior approval of the IIA and may be subject to payments to the IIA.

•

Change of Control. We must notify the IIA in respect of any change in the means of control in our company, including ownership of our shares. In respect of any non-Israeli citizen, resident or entity that, among other things, (i) becomes a holder of 5% or more of our share capital or voting rights, (ii) is entitled to appoint one or more of our directors or our chief executive officer or (iii) due to the change in the means of control in our company, is nominated as one of our directors or as our chief executive officer  we are required to obtain an undertaking that such non-Israeli citizen, resident or entity will comply with the rules and regulations applicable to the grant programs of the IIA.

•	Revenue recognition;

•	Inventories;

•	Impairment of goodwill and long lived assets;

Name		Age		Position
Directors
David Reis (5)		65		Chairman of the Board
Efrat Makov (1)(2)(3)(4)(5)		58		Director
Steven D. Levy (1)(2)(4)(5)		69		Director
Nadav Zohar (2)(5)		59		Director
Cynthia L. Paul		53		Director
Raffi Kesten (1)(5)		72		Director
Executive Officers
Eyal Harari		49		Chief Executive Officer and President
Liat Nahum		46		Chief Financial Officer
Inbar Charash		48		Vice President, Legal and General Counsel
Boaz Grossmann		57		Senior Vice President, R&D
Noam Lila		49		Senior Vice President, Customer Success and Operations
Mark Shteiman		50		Chief Product Officer
Gili Groner		57		Chief Human Resources Officer

Name and Principal Position(1)		Salary ($)				Bonus and Commission ($)(2)				Equity-Based Compensation ($)(3)				All Other Compensation ($)(4)				Total ($)
Eyal Harari, Chief Executive Officer and President			400,000				375,000				646,570				100,861				1,522,439
Liat Nahum, Chief Financial Officer			244,020				113,540				217,647				66,041				641,248
Mark Shteiman, Chief Product Officer			244,020				66,406				227,375				66,223				604,024
Noam Lila, Senior Vice President, Customer Success and Operations			223,104				60,714				209,416				61,709				554,943
Boaz Grossmann, Senior Vice President R&D			223,104				60,714				207,621				61,709				553,148

(1)	Unless otherwise indicated herein, all Covered Executives are full-time employees of Allot.

(2)	Amounts reported in this column represent annual incentive bonuses and commissions granted to the Covered Executives based on performance-metric based formulas set forth in their respective employment agreements.

(3)

Amounts reported in this column represent the grant date fair value computed in accordance with accounting guidance for share-based compensation. For a discussion of the assumptions used in reaching this valuation, see Note 13 to our consolidated financial statements for the year ended December 31, 2025, included herein.

(4)

Amounts reported in this column include personal benefits and perquisites, including those mandated by applicable law. Such benefits and perquisites may include, to the extent applicable to the respective Covered Executive, payments, contributions and/or allocations for savings funds (e.g., Managers Life Insurance Policy), education funds (referred to in Hebrew as “keren hishtalmut”), pension, severance, vacation, car or car allowance, medical insurances and benefits, risk insurance (e.g., life insurance or work disability insurance), telephone expense reimbursement, convalescence or recreation pay, relocation reimbursement, payments for social security, and other personal benefits and perquisites consistent with the Company’s guidelines. All amounts reported in the table represent incremental cost to the Company.

•	Objectives: To attract, motivate and retain highly experienced personnel who will provide leadership for Allot’s success and enhance shareholder value, and to promote for each executive officer an opportunity to advance in a growing organization.

•	Compensation instruments: Includes guidelines and criteria for determining base salary; benefits and perquisites; cash bonuses; equity-based awards; and retirement and termination arrangements.

•

Ratio between fixed and variable compensation: Allot aims to balance the mix of fixed compensation (base salary, benefits and perquisites) and variable compensation (cash bonuses and equity-based awards) pursuant to the ranges set forth in the compensation policy in order, among other things, to tie the compensation of each executive officer to Allot’s financial and strategic achievements and enhance the alignment between the executive officer’s interests and the long-term interests of Allot and its shareholders.

•

Internal compensation ratio: Allot will target a ratio between overall compensation of the executive officers and the average and median salary of the other employees of Allot, as set forth in the compensation policy, to ensure that levels of executive compensation will not have a negative impact on work relations in Allot.

•	Cash bonuses: Allot’s policy is to allow annual cash bonuses, which may be awarded to executive officers pursuant to the guidelines and criteria, including maximum bonus opportunities, set forth in the compensation policy.

•	“Clawback”: In the event of an accounting restatement, Allot shall be entitled to recover from current executive officers bonus compensation in the amount of the excess over what would have been paid under the accounting restatement, with a three-year look-back.

•

Equity-based awards: Allot’s policy is to provide equity-based awards in the form of share options, restricted share units and other forms of equity, which may be awarded to executive officers pursuant to the guidelines and criteria, including minimum vesting period, set forth in the compensation policy.

•	Retirement and termination: The compensation policy provides guidelines and criteria for determining retirement and termination arrangements of executive officers, including limitations thereon.

•	Exculpation, indemnification and insurance: The compensation policy provides guidelines and criteria for providing directors and executive officers with exculpation, indemnification and insurance.

•

Directors: The compensation policy provides guidelines for the compensation of our directors in accordance with applicable regulations promulgated under the Companies Law, and for equity-based awards that may be granted to directors pursuant to the guidelines and criteria, including minimum vesting period, set forth in the compensation policy.

•	Applicability: The compensation policy applies to all compensation agreements and arrangements approved after the date on which the compensation policy is approved by the shareholders.

•	Review: The compensation and nominating committee and the Board of Directors of Allot shall review and reassess the adequacy of the Compensation Policy from time to time, as required by the Companies Law.

•

the majority of shares voted at the meeting, including at least a majority of the shares of non-controlling shareholder(s) and shareholders who do not have a personal interest in the election of the outside director (other than a personal interest that does not result from the shareholder’s relationship with a controlling shareholder), voted at the meeting, excluding abstentions, vote in favor of the election of the outside director; or

•

the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in the election of the outside director (excluding a personal interest that does not result from the shareholder’s relationship with a controlling shareholder) voted against the election of the outside director does not exceed two percent of the aggregate voting rights in the company.

•	the chairperson of the board of directors;

•	a controlling shareholder or a relative of a controlling shareholder (as defined in the Companies Law); or

•	any director who is engaged by, or provides services on a regular basis to the company, the company’s controlling shareholder or an entity controlled by a controlling shareholder or any director who generally relies on a controlling shareholder for his or her livelihood.

•	retaining and terminating the company’s independent auditors, subject to shareholder ratification;

•	pre-approval of audit and non-audit services provided by the independent auditors; and

•	approval of transactions with office holders and controlling shareholders, as described above, and other related-party transactions.

•	approving, and recommending to the board of directors and the shareholders for their approval, the compensation of our Chief Executive Officer and other executive officers;

•	granting options and RSUs to our employees and the employees of our subsidiaries;

•	recommending candidates for nomination as members of our board of directors; and

•	developing and recommending to the board corporate governance guidelines and a code of business ethics and conduct in accordance with applicable laws.

•	a breach of duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;

•	a breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;

•	an act or omission committed with intent to derive illegal personal benefit; or

•	a fine, civil fine, monetary sanction or forfeit levied against the office holder.

		December 31,
Department		2023				2024				2025
Manufacturing and operations			12				12				12
Research and development			220				186				183
Sales, marketing, service and support			263				241				240
Management and administration			64				57				56
Total			559				495				491

		December 31,
		2023				2024				2025
Full time Employee			401				351				348
Part time Employee			33				31				27
Permanent Contractor			32				30				27
Subcontractor			93				83				89
Total			559				495				491

Name of Beneficial Owner		Number of Shares Beneficially Held(1)				Percent of Class
Directors
David Reis			*				*
Efrat Makov			*				*
Nadav Zohar			*				*
Steven D. Levy			*				*
Raffi Kesten			*				*
Cynthia Paul			10,044,638				20.5	%
Executive Officers
Eyal Harari			463,217				1	%
Liat Nahum			*				*
Inbar Charash			*				*
Mark Shteiman			*				*
Noam Lila			*				*
Gili Groner			-				-
Boaz Grossman			*				*
All directors and executive officers as a group			11,287,827				23.07	%

Plan

Shares reserved

Option and RSU grants, net (*)

Outstanding RSUs

2016 Incentive Compensation Plan

35,103

9,616,293

2,059,069

____________

		Ordinary Shares Beneficially Owned(1)				Percentage of Ordinary Shares Beneficially Owned
Lynrock Lake Master Fund LP (2)			10,011,295				20.5	%
QVT Family Office Fund LP (3)			5,062,523				10.3	%
David Kanen (4)			4,163,573				8.5	%

(1)

As used in this table, “beneficial ownership” means the sole or shared power to vote or direct the voting or to dispose or direct the disposition of any security. For purposes of this table, a person is deemed to be the beneficial owner of securities that can be acquired within 60 days from March 6, 2026 through the exercise of any option or warrant. Ordinary shares subject to options or warrants that are currently exercisable or exercisable within 60 days are deemed outstanding for computing the ownership percentage of the person holding such options or warrants, but are not deemed outstanding for computing the ownership percentage of any other person. The amounts and percentages are based upon 48,923,099 ordinary shares outstanding as of March 6, 2026.

(2)

Based on a Schedule 13D/A filed on November 14, 2025, Lynrock Lake Master Fund LP directly holds 10,011,295 of our ordinary shares. Cynthia Paul, the Chief Investment Officer of Lynrock Lake LP (“Lynrock Lake”) and sole member of Lynrock Lake Partners LLC, the general partner of Lynrock Lake, may be deemed to exercise voting and investment power over securities of the Issuer held by Lynrock Lake Master Fund LP. The principal executive offices for Lynrock Lake Master Fund LP is 2 International Drive, Suite 130, Rye Brook, NY, 10573.

(3)

Based on a Schedule 13D/A filed on November 20, 2025, QVT Family Office Fund LP (“QVT Fund”) had shared voting and dispositive power over 5,062,523 of our ordinary shares.  QVT Financial LP (“QVT Financial”), as the investment manager for QVT Fund, and QVT Associates GP LLC (“QVT Fund GP”), was the general partner of the QVT Fund, has voting and dispositive power over these shares. The principal executive offices of QVT Fund, QVT Financial and QVT Fund GP is 888 Seventh Avenue, 43rd Floor, New York, New York 10106.

(4)

Based on a Schedule 13G/A filed on June 12, 2025 by Philotimo Fund, LP, a Delaware limited partnership (“Philotimo”), Philotimo Focused Growth & Income Fund, a series of World Funds Trust and a Delaware statutory trust (“PHLOX”), Kanen Wealth Management LLC, a Florida limited liability company (“KWM”) and David L. Kanen, Philotomo beneficially owned 2,325,000 of our ordinary shares, PHLOX beneficially owned 1,200,000 of our ordinary shares, KWM and David L. Kanen had each shared voting and dispositive power over 4,103,882of our ordinary shares, and David L. Kanen had sole voting and dispositive power over 59,691 of our ordinary shares. David L. Kanen is the managing member of KWM and has voting and dispositive power over these shares. The business address of such holders is 6810 Lyons Technology Circle, Suite 160, Coconut Creek, Florida 33073.

Material Contract		Location
Non-Stabilized Lease Agreement		“ITEM 4: Information on Allot - D. Property, Plant and Equipment”

•	The expenditures are approved by the relevant Israeli government ministry, determined by the field of research;

•	The research and development must be for the promotion of the company; and

•	The research and development is carried out by or on behalf of the company seeking such tax deduction.

•	Amortization of the cost of purchased know-how and patents and of rights to use a patent and know-how which are used for the development or advancement of the company, over an eight-year period;

•	Under specified conditions, an election to file consolidated tax returns with additional related Israeli Industrial Companies; and

•	Expenses related to a public offering in Israel and in recognized stock markets, are deductible in equal amounts over three years.

•

Technological Preferred Enterprise - an enterprise which is part of a consolidated group with consolidated annual revenues of less than ILS 10 billion. A Technological Preferred Enterprise which is located in areas other than Development Zone A will be subject to tax at a rate of 12% on profits derived from eligible intellectual property, (“Preferred Technological Income”), and a Technological Preferred Enterprise in Development Zone A will be subject to tax at a rate of 7.5%; and

•

Special Technological Preferred Enterprise - an enterprise which is part of a consolidated group with consolidated annual revenues exceeding ILS 10 billion. Such an enterprise will be subject to tax at a rate of 6% on profits derived from Preferred Technological Income regardless of the enterprise’s geographical location.

•	financial institutions or insurance companies;

•	real estate investment trusts, regulated investment companies or grantor trusts;

•	dealers or traders in securities or currencies;

•	tax-exempt entities;

•	certain former citizens or long-term residents of the United States;

•	persons that will hold our shares through a partnership or other pass-through entity or arrangement;

•	persons that received our shares as compensation for the performance of services;

•	persons that will hold our shares as part of a “hedging,” “conversion,” “wash sale,” or other integrated transaction or as a position in a “straddle” for United States federal income tax purposes;

•	persons whose “functional currency” for U.S. federal income tax purposes is not the United States dollar;

•	persons owning ordinary shares in connection with a trade or business conducted outside the United States;

•	certain U.S. expatriates;

•	persons subject to special tax accounting rules as a result of any item of gross income with respect to our ordinary shares being taken into account in an applicable financial statement; or

•	holders that own directly, indirectly or through attribution 10.0% or more of the voting power or value of our shares.

•	a citizen or individual resident of the United States;

•	corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

•	an estate the income of which is subject to United States federal income taxation regardless of its source; or

•

a trust if such trust has validly elected to be treated as a United States person for United States federal income tax purposes or if (1) a court within the United States is able to exercise primary supervision over its administration and (2) one or more United States persons have the authority to control all of the substantial decisions of such trust.

•	at least 75 percent of its gross income is “passive income;” or

•	at least 50 percent of the average value of its gross assets (generally based on the quarterly value of such gross assets, or in certain cases, adjusted basis) is attributable to assets that produce “passive income” or are held for the production of passive income.

•	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

•

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

•	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

		Year ended December, 31,
		2024				2025
		($ in thousands)
Audit Fees(1)		$	480			$	677
Audit-Related Fees(2)		$	7			$	-
Tax Fees(3)		$	49			$	41
Other		$	-			$	13
Total		$	536			$	731

•

We follow the requirements of Israeli law with respect to the quorum requirement for meetings of our shareholders, which are different from the requirements of Rule 5620(c). Under our articles of association, the quorum required for an ordinary meeting of shareholders consists of at least two shareholders present in person, by proxy or by written ballot, who hold or represent between them at least 25% of the voting power of our shares, instead of the issued share capital provided by under Nasdaq requirements. This quorum requirement is based on the default requirement set forth in the Companies Law.

•

We do not seek shareholder approval for equity compensation plans a practice which complies with the requirements of the Companies Law, but does not reflect the requirements of Rule 5635(c). Under Israeli law, we may amend our 2016 Plan by the approval of our board of directors, and without shareholder approval as is generally required under Rule 5635(c). Under Israeli law, the adoption and amendment of equity compensation plans, including changes to the reserved shares, do not require shareholder approval.

•

We follow Section 274 of the Companies Law, which does not require shareholder approval for (i) certain private issuance of securities that may result in a change of control, which does not reflect the requirements of Rule 5635(b), and (ii) certain private issuances of securities representing more than 20% of our outstanding shares or voting power at below market prices, which does not reflect the requirements of Rule 5635(d).