v3.26.1
SHAREHOLDERS' EQUITY
12 Months Ended
Dec. 31, 2025
Stockholders' Equity Note [Abstract]  
SHAREHOLDERS’ EQUITY
NOTE 12:- SHAREHOLDERS’ EQUITY
 
The Company's shares are listed for trade on the NASDAQ Global Select Market under the symbol "RDWR."
 
a.        Rights of shares:
 
Ordinary Shares:
 
The ordinary shares confer upon the holders the right to receive notice to participate and vote in shareholders meetings of the Company and to receive dividends, if declared.
 
b.        Treasury shares:
 
In August 2024, the Company’s Board of Directors authorized a new plan for the repurchase of up to an aggregate of $80 million of the Company’s ordinary shares in the open market, subject to normal trading restrictions, or in privately negotiated transactions (the “2025 Plan”). The 2025 plan came into effect upon the expiration of the 2024 Plan and will expire on March 15, 2026.
 
c.        Dividends:
 
Dividends, if any, will be paid in NIS. Dividends paid to shareholders outside Israel may be converted to U.S. dollars on the basis of the exchange rate prevailing at the date of the conversion. The Company does not intend to pay cash dividends in the foreseeable future.
 
d.        Radware Ltd. Share Option Plans:
 
The Company has two share option plans, the Company's Key Employee Share Incentive Plan (1997) as amended and restated (the "1997 Plan") and the Directors and Consultants Option Plan (the "DC Plan" and together with the 1997 Plan, the “Share Option Plans"). Under the Share Option Plans, options may be granted to officers, directors, employees and consultants of the Group. The exercise price per share under the Share Option Plans was generally not less than the market price of an ordinary share at the date of grant. The options vest primarily over four years. Each option is exercisable for one ordinary share. Any options, which are forfeited or not exercised before expiration, become available for future grants.
 
Pursuant to the Share Option Plans, the Company reserved for issuance 35,912,967 ordinary shares as of December 31, 2025.
 
RSUs:
 
In addition to granting share options, since 2013, the Company started to routinely grant RSUs under the 1997 Plan. RSUs vest primarily over a four-year period of employment. RSUs that are cancelled or forfeited become available for future grants.
 
The number of “Reserved and Authorized Shares” under the Share Option Plans shall equal the sum of (i) the number of ordinary shares reserved and authorized under the Share Option Plans, and other awards granted under the Share Option Plans as of such date, and (ii) the number of ordinary shares reserved.
 
As of December 31, 2025, the number of Reserved and Authorized Shares under the Share Option Plans is as detailed below:
 
   
2025
 
       
Share options exercised and outstanding
   
27,021,199
 
RSUs vested and outstanding
   
8,758,799
 
Ordinary shares available for issuance under the Share Option Plans
   
132,969
 
         
Total reserved and authorized shares as of December 31, 2025
   
35,912,967
 
 
A summary of employees’ and directors’ options activity under the Company's Share Option Plans as of December 31, 2025 is as follows:
 
   
Number of
options
   
Weighted-average
exercise price
   
Weighted- average remaining contractual term
(in years)
   
Aggregate
intrinsic value
 
                         
Outstanding at January 1, 2025
   
1,639,897
   
$
22.56
     
2.39
   
$
2,928
 
  Granted
   
120,000
     
23.58
                 
  Exercised
   
(39,005
)
   
23.63
                 
  Expired
   
(577,419
)
   
23.84
                 
  Forfeited
   
(130,325
)
   
23.44
                 
                                 
Outstanding at December 31, 2025
   
1,013,148
   
$
21.80
     
2.70
   
$
3,860
 
                                 
Exercisable at December 31, 2025
   
580,777
   
$
23.14
     
2.02
   
$
2,041
 
                                 
Vested and expected to vest at December 31, 2025
   
1,006,518
   
$
21.80
     
2.69
   
$
3,843
 
 
The weighted-average grant-date fair value of options granted during the years ended December 31, 2025, 2024 and 2023 was $7.83, $6.11 and $5.48, respectively.
 
As of December 31, 2025, there was approximately $1,216 of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Company's Share Option Plans. That cost is expected to be recognized over a weighted-average period of 0.85 years.
 
The total intrinsic value of options exercised during the years 2025, 2024 and 2023 was $121, $11 and $9, respectively.
 
The aggregate intrinsic value of the outstanding share options at December 31, 2025 and 2024, represents the intrinsic value of 754,026 and 746,808, respectively, outstanding options that are in-the-money as of such dates. 259,122 outstanding options were out-of-the-money as of December 31, 2025.
 
The options outstanding under the Company’s Share Option Plans as of December 31, 2025 have been separated into ranges of exercise price as follows:
 
December 31, 2025
 
Outstanding
   
Exercisable
 
           
Weighted-
                   
           
average
   
Weighted-
         
Weighted-
 
Ranges of
         
remaining
   
average
         
average
 
exercise
   
Number of
   
contractual
   
exercise
   
Number of
   
exercise
 
price
   
options
   
life (years)
   
price
   
options
   
price
 
                                 
$
15.12-19.75
     
511,755
     
2.81
   
$
17.29
     
281,218
   
$
17.42
 
$
22.5-24.4
     
302,271
     
3.53
   
$
22.99
     
102,271
   
$
22.61
 
$
27.71-29.1
     
74,000
     
1.28
   
$
28.89
     
74,000
   
$
28.89
 
$
32.71-35.43
     
125,122
     
1.09
   
$
33.16
     
123,288
   
$
33.15
 
                                             
         
1,013,148
                     
580,777
         
 
The following table summarizes information relating to the number of RSUs, as well as changes to such awards during 2025:
 
   
Year ended
December 31,
 
   
2025
 
       
Outstanding at January 1, 2025
   
3,455,138
 
Granted
   
1,077,315
 
Vested
   
(1,012,142
)
Forfeited
   
(244,418
)
         
Outstanding as of December 31, 2025
   
3,275,893
 
 
As of December 31, 2025, there was approximately $44,158 of total unrecognized compensation costs related to non-vested RSUs granted under the Company’s Share Option Plans. That cost is expected to be recognized over a weighted-average period of 2.67 years.
 
The weighted-average grant date fair value of RSUs granted during the years ended December 31, 2025, 2024 and 2023 were $26.02, $21.49 and $15.82, respectively.
 
The weighted-average grant date fair value of RSUs vested during the years ended December 31, 2025, 2024 and 2023 were $21.44, $26.67 and $29.01, respectively.
 
The weighted-average grant date fair value of RSUs forfeited during the years ended December 31, 2025, 2024 and 2023 were $21.35, $21.74 and $27.16, respectively.
 
Share-based compensation was recorded in the following items within the consolidated statements of income (loss):
 
   
Year ended
December 31,
 
   
2025
   
2024
   
2023
 
                   
Cost of revenues
 
$
574
   
$
366
   
$
515
 
Research and development, net
   
5,674
     
6,113
     
8,505
 
Sales and marketing
   
12,084
     
10,881
     
12,554
 
General and administrative
   
5,703
     
8,667
     
12,448
 
                         
Total expenses
 
$
24,035
   
$
26,027
   
$
34,022