CHECK POINT SOFTWARE TECHNOLOGIES LTD - 1015922

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from to

Commission file number 000-28584

CHECK POINT SOFTWARE TECHNOLOGIES LTD.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

ISRAEL

(Jurisdiction of incorporation or organization)

5 Shlomo Kaplan Street Tel Aviv 6789159, Israel

(Address of principal executive offices)

Shira Yashar, Adv.

General Counsel

Check Point Software Technologies Ltd.

5 Shlomo Kaplan Street Tel Aviv 6789159, Israel

Tel: (+972) 3-753-4555

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, NIS 0.01 nominal value	CHKP	NASDAQ Global Select Market

Securities registered or to be registered pursuant to Section 12(g) of the Act. None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2025. 105,596,035 ordinary shares, nominal value NIS 0.01 per share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:

Yes ☒ No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934:

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒

International Financial Reporting Standards as issued

by the International Accounting Standards Board ☐

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes ☐ No ☒

Auditor Firm Id: 1281

Auditor Name: Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global

Auditor Location: Tel-Aviv, Israel

Currency of Presentation and Certain Defined Terms

In this Annual Report on Form 20-F, or the Annual Report, references to “U.S.” or “United States” are to the United States of America, its territories and possessions; and references to “Israel” are to the State of Israel. References to “$”, “dollar” or “U.S. dollar” are to the legal currency of the United States of America; references to “NIS” or “Israeli shekel” are to the legal currency of Israel and references to “Euro” are to the legal currency of the European Union. Our financial statements are presented in U.S. dollars and are prepared in conformity with accounting principles generally accepted in the United States of America, or U.S. GAAP.

All references to “we,” “us,” “our” or “Check Point” shall mean Check Point Software Technologies Ltd., and, unless specifically indicated otherwise or the context indicates otherwise, our consolidated subsidiaries.

Forward-Looking Statements

In addition to historical fact, this Annual Report contains forward-looking statements that are subject to risks and uncertainties, and include information about possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives. In some cases you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “would,” “should,” “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements concerning the following:

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our expectations for our business, trends related to our business and the markets in which we operate and into which we sell products;

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uncertain macro-economic and industry trends (such as inflation and fluctuations in supply chains), which may impact demand and supply of our products;

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the effects of increased competition in our market, including from artificial intelligence (AI) solutions;

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our expectations regarding the transition in our company leadership;

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our ability to timely and effectively scale and adapt our existing technology and infrastructure to meet current and future market demands;

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the effects on our business of global pandemics;

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our ability to develop or acquire new and more technologically advanced products, and to successfully commercialize these products, including products incorporating AI;

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our ability to protect our proprietary technology and intellectual property;

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our ability to protect our information technology systems, networks and products and services from various security threats;

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our ability to increase adoption of our products and to maintain or increase our market share;

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our ability to maintain our growth;

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future amounts and sources of our revenue;

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our future costs and expenses;

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the adequacy of our capital resources;

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our expectations to provide security for all organizations;

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our expectations with respect to share repurchases by us and dividend payments by us;

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the effects on our business of evolving laws and regulations, including government export or import controls and U.S. tax regulations;

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the effects of the war between Israel, the U.S. and Iran and the ongoing hostilities between Israel and Hezbollah, Hamas and Yemen;

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the impact of the significant military action against Ukraine launched by Russia and any related political or economic responses and counter-responses or otherwise by various global actors;

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our ability to repay indebtedness, including repurchasing our outstanding convertible notes when required or paying cash upon the conversion of our convertible notes, and our expectations regarding the impact of our outstanding convertible notes on our financial results;

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our ongoing relationships with our current and future customers and channel partners, suppliers, contract manufacturers and distributors; and

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our other expectations, beliefs, intentions and strategies.

These statements are subject to known and unknown risks, uncertainties and other factors, which are difficult to predict and which may cause our actual results to differ materially and adversely from those implied by the forward-looking statements. Many of these risks, uncertainties and assumptions are described in the risk factors set forth in “Item 3 – Key Information – Risk Factors” and elsewhere in this Annual Report. All forward-looking statements included in this Annual Report are based on information available to us on the date of the filing. While we may elect to update forward-looking statements in the future, we specifically disclaim any obligation to update or revise any of the forward-looking statements after the date of the filing, except as required by applicable law.

TABLE OF CONTENTS

PART I
Item 1.	Identity of Directors, Senior Management and Advisers	3

Item 2.	Offer Statistics and Expected Timetable	3

Item 3.	Key Information	3

Item 4.	Information on Check Point	26

Item 4A.	Unresolved Staff Comments	36

Item 5.	Operating and Financial Review and Prospects	36

Item 6.	Directors, Senior Management and Employees	43

Item 7.	Major Shareholders and Related Party Transactions	53

Item 8.	Financial Information	55

Item 9.	The Offer and Listing	56

Item 10.	Additional Information	56

Item 11.	Quantitative and Qualitative Disclosures about Market Risk	66

Item 12.	Description of Securities Other than Equity Securities	67

PART II

Item 13.	Defaults, Dividend Arrearages and Delinquencies	67

Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	67

Item 15.	Controls and Procedures	67

Item 16A.	Audit Committee Financial Expert	68

Item 16B.	Code of Ethics	68

Item 16C.	Principal Accountant Fees and Services	69

Item 16D.	Exemptions from the Listing Standards for Audit Committees	69

Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	69

Item 16F.	Change in Registrant’s Certifying Accountant	70

Item 16G.	Corporate Governance	70

Item 16H.	Mine Safety Disclosure	70
Item 16I.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspection	70
Item 16J.	Insider Trading Policies	71
Item 16K.	Cybersecurity	71
PART III

Item 17.	Financial Statements	72

Item 18.	Financial Statements	73

Item 19.	Exhibits	73

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

Risk Factors

An investment in our ordinary shares involves a high degree of risk. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. If any of the following risks materialize, our business, financial condition, results of operations and prospects could be materially harmed. In that event, the market price of our ordinary shares could decline and you could lose part or all of your investment.

Risk Factors Summary

The following is a summary of the principal risks that could materially and adversely affect our business, financial condition, operating results and growth prospects.

Risks Related to Our Business and Our Market

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If the market for information and network security solutions does not continue to grow, our business will be adversely affected.

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We may not be able to successfully compete, which could adversely affect our business and results of operations.

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If we fail to enhance our existing products, develop or acquire new and more technologically advanced products, or fail to successfully commercialize these products, our business and results of operations will suffer.

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We may need to change our pricing models to compete successfully.

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Our business, results of operations and financial condition are subject to, have been and may continue to be adversely affected by the risks of earthquakes, fire, floods, pandemics and other natural events, as well as manmade problems such as power disruptions or terrorism or war, such as the war between Israel, the U.S. and Iran and the ongoing hostilities between Israel and Hezbollah, Hamas and Yemen.

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Prolonged economic uncertainties or downturns, globally or in certain regions or industries, could materially adversely affect our business.

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If our products fail to protect against attacks and our customers experience security breaches, our reputation and business could be harmed.

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Product defects may increase our costs and impair the market acceptance of our products and technology.

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We are subject to risks relating to acquisitions.

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We are dependent on a limited number of product families.

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Competition for highly skilled personnel is intense.

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Issues in the development and deployment of AI may results in reputational harm and legal liability and could adversely affect our results of operations.

Risks Related to Our Dependence on Third-Parties

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We are dependent on a small number of distributors.

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We purchase several key components and finished products from limited sources, and we are increasingly dependent on contract manufacturers for our hardware products.

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We incorporate third-party technology in our products, which may make us dependent on the providers of these technologies and expose us to potential intellectual property claims.

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Failures of the third party technology, third-party servers, cloud service providers, such as Amazon Web Services (“AWS”), and other third-party hardware, software and infrastructure on which we rely could adversely affect our business.

Risks Related to Tax, Legal and Regulatory Matters

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We are the defendants in various lawsuits and have been subject to tax disputes and governmental proceedings, which could adversely affect our business, results of operations and financial condition.

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Uncertainties in the interpretation and application of worldwide tax reforms, complex tax laws and regulations could materially affect our tax obligations and effective tax rate.

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Class action litigation due to stock price volatility or other factors could cause us to incur substantial costs and divert our management’s attention and resources.

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We are subject to governmental export and import controls that could subject us to liability or impair our ability to compete in international markets.

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Changes in government trade policies and international trade disputes that result in tariffs and other protectionist measures could adversely affect our business in the future.

Risks Related to Our Intellectual Property

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We may not be able to successfully protect our intellectual property rights, which could cause substantial harm to our business.

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We incorporate open source technology in our products which may expose us to liability and have a material impact on our product development and sales.

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If a third-party asserts that we are infringing its intellectual property, whether successful or not, it could subject us to costly and time-consuming litigation or expensive licenses, which could harm our business.

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Due to the global nature of our business, we must comply with various anti-bribery regimes and any failure to do so could adversely affect our business.

Other General Risks and Risks Related to Capitalization and Ownership of Our Ordinary Shares

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We are exposed to various legal, business, political, economic, health-related and other risks associated with our international operations; these risks could increase our costs, reduce future growth opportunities and affect our results of operations.

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Our actual or perceived failure to adequately protect personal data or customer data, or otherwise comply with data privacy and protection laws and regulations or other technology related regulations, could subject us to sanctions and damages and could harm our reputation and business.

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Issues relating to our use of artificial intelligence and machine learning technologies, combined with an uncertain legal and regulatory environment, could materially and adversely affect our business, financial condition and results of operations.

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Repaying and servicing our existing and future debt, including our outstanding convertible notes may require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our indebtedness.

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Our Convertible Notes may impact our financial results, result in the dilution of existing shareholders and create downward pressure on the price of our ordinary shares.

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Our ability to pay cash upon conversion or repurchase of our outstanding Convertible Notes may be limited.

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Our capped call transactions may affect the value of our ordinary shares.

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We are subject to counterparty risk with respect to the capped call transactions.

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Compliance with new and changing corporate governance and public disclosure requirements adds uncertainty to our compliance policies and increases our costs of compliance.

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A small number of shareholders own a substantial portion of our ordinary shares, and they may make decisions with which you or others may disagree.

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Our cash balances and investment portfolio have been, and may continue to be, adversely affected by market conditions and interest rates.

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Currency fluctuations may affect the results of our operations or financial condition.

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Our information technology systems, networks and products and services have been, and may continue to be, subject to various security threats and cyber security incidents.

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We depend on our executive officers and other key employees, and the loss of one or more of these employees or an inability to attract and retain other highly skilled employees could adversely affect our business, and we may not be able to successfully navigate the recent leadership changes while maintaining key aspects of our culture, which could have a significant negative effect on our existing business and our ability to pursue future plans.

Risks Related to Our Operations in Israel

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The ongoing war and hostilities and other potential political, economic and military instability in Israel, where our principal executive offices and our principal research and development facilities are located, may adversely affect our results of operations.

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Our operations may be disrupted by the obligations of our personnel to perform military service.

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We are subject to risks in connection with the development of our new campus in Tel Aviv, Israel

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The tax benefits available to us require us to meet several conditions, and may be terminated or reduced in the future, which would increase our taxes.

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Shareholder rights and responsibilities are, and will continue to be, governed by Israeli law which differs in some material respects from the rights and responsibilities of shareholders of U.S. companies.

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Provisions of Israeli law and our articles of association may delay, prevent or make difficult an acquisition of us, prevent a change of control, and negatively impact our share price.

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As a foreign private issuer we are not subject to the provisions of Regulation FD or U.S. proxy rules and are exempt from filing certain Exchange Act reports.

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As a foreign private issuer whose shares are listed on the Nasdaq Global Select Market (“Nasdaq”), we may follow certain home country corporate governance practices instead of certain Nasdaq requirements.

Risks Related to Our Business and Our Market

If the market for information and network security solutions does not continue to grow, our business will be adversely affected

The market for information and network security solutions may not continue to grow. Continued growth of this market will depend, in large part, upon:

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the continued expansion of internet usage and the number of organizations adopting or expanding intranets;

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the continued adoption of “cloud” infrastructure by organizations;

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the ability of the infrastructures implemented by organizations to support an increasing number of users and services;

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the continued development of new and improved services for implementation across the internet and between the internet and intranets;

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the adoption of data security measures as it pertains to data encryption and data loss prevention technologies;

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continued access to mobile APIs, APPs and application stores with Apple, Google and Microsoft;

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government regulation of the internet and governmental and non-governmental requirements and standards with respect to data security privacy and data protection; and

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economic, social, or political conditions, including conditions resulting from a decline in the macroeconomic environment, rising interest rates, exchange rate fluctuations, inflation, global pandemics , global supply chain disruptions and conditions resulting from geopolitical uncertainty and instability or war, including the war between Israel, the U.S. and Iran and its effects on the delivery of goods through the Strait of Hormuz, and the ongoing hostilities between Israel and Hezbollah, Hamas and Yemen, and the Russia-Ukraine armed conflict and the tension between China and Taiwan.

In the last few years, global and regional economies around the world and financial markets have remained volatile largely as a result of economic and political uncertainty, the war and hostilities between Israel, the U.S. and Iran, and the ongoing hostilities between Israel and Hezbollah, Hamas and Yemen, rising interest rates, inflation, terrorist groups in Yemen, which limited the movement of marine shipments to Israel through the Red Sea, the war in Ukraine, terrorism, governmental instability and other factors. During this period, many organizations have limited their expenditures and a significant portion of such organizations have remained reluctant to increase their expenditures. If these challenging macroeconomic conditions continue or worsen, our customers may reduce or postpone their technology spending, which could result in significant reductions in sales of our products, longer sales cycles, slower adoption of new technologies or increased price competition.

Further, if the necessary infrastructure required to operate our industry or complementary products and services are not developed in a timely manner and, consequently, the enterprise security, data security, internet or intranet markets fail to grow or grow more slowly than we currently anticipate, our business, results of operations and financial condition may be materially adversely affected. Additional details are provided in “Item 4 – Information on Check Point”.

We may not be able to successfully compete, which could adversely affect our business and results of operations

The market for information and network security solutions is intensely competitive and we expect that competition will continue to increase in the future. Our competitors include Cisco Systems, Inc., Fortinet Inc., Palo Alto Networks, Inc. and SonicWall Inc. and other companies in the network security space. We also compete with several other companies, including Zscaler, Inc., Trellix, Trend Micro Inc., NortonLifeLock Inc., Lookout, Inc., Zimperium, Inc, CrowdStrike Holdings, Inc., SentinelOne, Inc., Sophos Group plc, Proofpoint, Inc., Broadcom, Inc., Mimecast Limited, Microsoft Corp., Netskope, Inc. and Abnormal Security Corp., with respect to specific products that we offer.

In addition, there are hundreds of small and large companies that offer security products and services that we may compete with from time to time.

Some of our current and potential competitors have various advantages over us, including longer operating histories; access to larger customer bases; significantly greater financial, technical and marketing resources; a broader portfolio of products, applications and services including AI and machine learning; and larger patent and intellectual property portfolios. As a result, they may be able to adapt better than we can to new or emerging technologies and changes in customer requirements, or to devote greater resources to the promotion and sale of their products. Furthermore, some of our competitors with more diversified product portfolios and larger customer bases may be better able to withstand a reduction in spending on information and network security solutions, as well as a general slowdown or recession in economic conditions in the markets in which they operate. In addition, some of our competitors have greater financial resources than we do, and they have offered, and in the future may offer, their products at lower prices than we do, or may bundle security products with their other offerings, which may cause us to lose sales or to reduce our prices in response to competition. With the introduction of new products and services and new market entrants, we expect competition to intensify in the future. Industry developments and evolving technology, such as AI, may also impact our competitive landscape and the factors required to compete effectively in current or prospective markets. For example, companies offering generative AI services with cybersecurity capabilities, including large language models represent an additional source of competition because they may currently or in the future serve as alternative cybersecurity systems. If we are not able to continue to compete with companies offering AI systems with cybersecurity features our business, results of operations and financial condition could be adversely affected.

In addition, consolidation in the markets in which we compete may affect our competitive position. This is particularly true in circumstances where customers are seeking to obtain a broader set of products and services than we are able to provide.

The markets in which we compete also include many niche competitors, generally smaller companies at a relatively early stage of operations, which are focused on specific internet and data security needs. These companies’ specialized focus may enable them to adapt better than we can to new or emerging technologies and changes in customer requirements in their specific areas of focus. In addition, some of these companies can invest relatively large resources on very specific technologies or customer segments. The effect of these companies’ activities in the market may result in price reductions, reduced gross margins and loss of market share, any of which will materially adversely affect our business, results of operations and financial condition.

Further, vendors of operating system software, networking hardware or central processing units (“CPUs”), may enhance their products to include functionality that is currently provided by our products. The widespread inclusion of similar functionality to that which is offered by our solutions, as standard features of operating system software and networking hardware could significantly reduce the demand for our products, particularly if the quality of such functionality were comparable to that of our products. Furthermore, even if the network or application security functionality provided as standard features by operating systems software and networking hardware is more limited than that of our solutions, a significant number of customers may elect to accept more limited functionality in lieu of purchasing additional products.

We may not be able to continue competing successfully against our current and future competitors, and increased competition within the market may result in price reductions, reduced gross margins and operating margins, reduced net income, and loss of market share, any or all of which may materially adversely affect our business, results of operations and financial condition. For additional information, see “Item 4 – Information on Check Point”.

The information and network security industry is characterized by rapid technological advances, changes in customer requirements, frequent new product introductions and enhancements, and evolving industry standards in computer hardware and software technology. In particular, the markets for data security, internet and intranet applications are rapidly evolving. As a result, we must continually change and improve our products in response to changes in operating systems, application software, computer and communications hardware, networking software, programming tools, and computer language technology. We must also continually change our products in response to changes in network infrastructure requirements, including the expanding use of cloud computing. Further, we must continuously improve our products to protect our customers’ data and networks from evolving security threats.

Our future results of operations will depend upon our ability to enhance our current products and to develop and introduce new products on a timely basis; to address the increasingly sophisticated needs of our customers; and to keep pace with technological developments, new competitive product offerings, and emerging industry standards. Our competitors’ introduction of products embodying new technologies and the emergence of new industry standards may render our existing products obsolete or unmarketable. While we have historically been successful in developing, acquiring, and marketing new products and product enhancements that respond to technological change and evolving industry standards, we may not be able to continue to do so. In addition, we may experience difficulties that could delay or prevent the successful development, introduction, and marketing of these products, as well as the integration of acquired products. Furthermore, our new products or product enhancements may not adequately meet the requirements of the marketplace or achieve market acceptance. In some cases, a new product or product enhancements may negatively affect sales of our existing products. If we do not respond adequately to the need to develop and introduce new products or enhancements of existing products in a timely manner in response to changing market conditions or customer requirements, our business, results of operations and financial condition may be materially adversely affected.

For additional information, see “Item 4 – Information on Check Point” and under the caption “We may not be able to successfully compete, which could adversely affect our business and results of operations” in this “Item 3 – Key Information – Risk Factors”.

We may need to change our pricing models to compete successfully

The intense competition we face in the sales of our products and services and general economic and business conditions can put pressure on us to change our prices. If our competitors offer deep discounts on certain products or services or develop products that the marketplace considers more valuable, we may need to lower prices or offer other favorable terms in order to compete successfully. Any such changes may reduce margins and could adversely affect results of operations. Additionally, the increasing prevalence of cloud and SaaS delivery models offered by us and our competitors may unfavorably impact pricing in both our on-premises enterprise software business and our cloud business, as well as overall demand for our on-premises software product and service offerings, which could reduce our revenues and profitability. Our competitors may offer lower pricing on their support offerings, which could put pressure on us to further discount our product or support pricing.

Our business, results of operations and financial condition are subject to, have been and may continue to be adversely affected by the risks of earthquakes, fire, floods, pandemics and other natural events, as well as manmade problems such as power disruptions or terrorism or war, such as the war between Israel, the U.S. and Iran, and the ongoing hostilities between Israel and Hezbollah, Hamas and Yemen

We operate our business primarily from Israel, and operate and sell our products worldwide. Our headquarters in the United States, as well as certain of our research and development operations, are located in the Silicon Valley area of Northern California, a region known for seismic activity. We also have significant operations in other regions that have experienced natural disasters. A significant natural disaster occurring at our facilities in Israel, in the United States or elsewhere, or where our channel partners are located, could have a material adverse impact on our business, results of operations and financial condition. In addition, acts of terrorism or war (including the war between Israel, the U.S. and Iran, and the ongoing hostilities between Israel and Hezbollah, Hamas and Yemen, and the significant military action against Ukraine launched by Russia and any related political or economic responses and counter-responses or otherwise by various global actors or general effect on the global economy) have caused disruptions and could in the future cause disruptions to our or our customers’ businesses or the economy as a whole. Further, we rely on information technology systems to communicate among our workforce located worldwide. Any disruption to our internal communications, whether caused by a natural disaster, pandemics or by manmade problems, such as power disruptions or terrorism or war, could delay our research and development efforts. To the extent any of the foregoing causes disruptions or result in delays or cancellations of customer orders, our research and development efforts or the deployment of our products, our business and results of operations would be materially and adversely affected.

In addition, following the Russia-Ukraine armed conflict, the United States and other countries imposed economic sanctions and severe export control restrictions against Russia and Belarus, and the United States and other countries could impose wider sanctions and export restrictions and take other actions should the conflict further escalate, which affect our exports or sales into Russia and Belarus and create difficulties in business planning and forecasting due to the uncertainty of the impact of the war on aspects of our business, such as on our distributors, resellers and end-customers. As discussed elsewhere in these risk factors, additional worldwide trade protectionism may increase as a result of the trade policies of the U.S. administration and/or as a result of the global response to such policies. Our efforts to comply with any such measures may be costly and time consuming. We take precautions to ensure that we and our partners comply with all relevant sanctions-related regulations, any alleged or actual failure by us or our partners to comply with such laws and regulations could have negative consequences for us, including reputational harm, government investigations and penalties. The sanctions and other macroeconomic effects of the war or global trade protectionism may also result in the devaluation of the local currency and other inflationary effects.

Prolonged economic uncertainties or downturns, globally or in certain regions or industries, could materially adversely affect our business

Our business depends on our current and prospective customers’ ability and willingness to invest money in our products and security, which in turn is dependent upon their overall economic health and the strength of the broader macroeconomic environment. The negative economic conditions in the global economy or certain regions, including conditions resulting from financial and credit market fluctuations (including rising interest rates), exchange rate fluctuations, or inflation, and the potential for regional or global recessions could cause a decrease in corporate spending on cyber security software. Other matters that influence customer confidence and spending, such as, political unrest, public health crises, terrorist attacks, armed conflicts (such as the war between Israel, the U.S. and Iran, and the ongoing hostilities between Israel and Hezbollah, Hamas and Yemen, and the ongoing conflict between Russia and Ukraine), rising energy costs, and natural disasters, could also negatively affect our customers’ spending on our products and services. The activities of certain terrorist groups in Yemen, have previously limited the movement of marine shipments to Israel through the Red Sea, and the armed conflict involving Russia and Ukraine has resulted in sanctions which restrict the selling of goods, services, or technology in affected regions. The instability in these regions could further exacerbate the macroeconomic impacts on a global scale.

Negative economic conditions may cause existing and prospective customers to reduce their spending. Customers may delay or cancel cyber security projects or seek to lower their costs by renegotiating renewals or maintenance and support agreements. Further, customers or channel partners may be more likely to refrain from making payments and/or make late payments in worsening economic conditions. If the economic conditions of the general economy or industries in which we operate continue to worsen from present levels, our business, results of operation and financial condition could be adversely affected.

If our products fail to protect against attacks and our customers experience security breaches, our reputation and business could be harmed

Hackers and other malevolent actors are increasingly sophisticated, often affiliated with organized crime and operate large scale and complex attacks. In addition, their techniques change frequently and generally are not recognized until launched against a target. If we fail to identify and respond to new and increasingly complex methods of attack and to update our products to detect or prevent such threats in time to protect our customers’ high-value business data, our business and reputation will suffer.

In addition, an actual or perceived security breach or theft of the confidential data of one of our customers, regardless of whether the breach is attributable to the failure of our products, could adversely affect the market’s perception of our security products. Despite our best efforts, there is no guarantee that our products will be free of flaws or vulnerabilities, and even if we discover these weaknesses, we may not be able to correct them promptly, if at all. Our customers may also misuse our products, or may not properly configure or securely deploy our products, which could result in a breach or theft of business data.

Product defects may increase our costs and impair the market acceptance of our products and technology

Our products are complex and must meet stringent quality requirements. They may contain undetected hardware or software errors or defects, especially when new or acquired products are introduced or when new versions are released. In particular, the personal computer hardware environment is characterized by a wide variety of non-standard configurations that make pre-release testing for programming or compatibility errors very difficult and time-consuming. We may need to divert the attention of our engineering personnel from our research and development efforts to address instances of errors or defects.

Our products are used to deploy and manage internet security and protect information, which may be critical to organizations. As a result, the sale and support of our products entails the risk of product liability and related claims. We do not know whether, in the future, we will be subject to liability claims or litigation for damages related to product errors, or will experience delays as a result of these errors. Our sales agreements and product licenses typically contain provisions designed to limit our exposure to potential product liability or related claims. In selling our products, we rely primarily on “shrink wrap” licenses that are not signed by the end user, and for this and other reasons, these licenses may be unenforceable under the laws of some jurisdictions. As a result, the limitation of liability provisions contained in these licenses may not be effective. Although we maintain product liability insurance for most of our products, the coverage limits of these policies may not provide sufficient protection against an asserted claim. If litigation were to arise, it could, regardless of its outcome, result in substantial expense to us, significantly divert the efforts of our technical and management personnel, and disrupt or otherwise severely impact our relationships with current and potential customers. In addition, if any of our products fail to meet specifications or have reliability, quality or compatibility problems, our reputation could be damaged significantly and customers might be reluctant to buy our products, which could result in a decline in revenues, a loss of existing customers, and difficulty attracting new customers.

We are subject to risks relating to acquisitions

We have made acquisitions in the past, including the acquisitions of Cyclops Security Ltd. and Cyata Security Ltd. in February of 2026, the talent of Rotate Ltd. in February of 2026, Lakera AI AG and Veriti Security Ltd. in October and June of 2025, respectively. Cyberint Technologies Ltd. in 2024, Perimeter 81 Ltd., Atmosec Ltd. and rmsource, Inc. in 2023, Spectral Cyber Technologies Ltd in 2022 and Avanan, Inc. in 2021, and we may make additional acquisitions in the future. The pursuit of acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated.

Competition within our industry for acquisitions of businesses, technologies, assets and product lines has been, and may in the future continue to be, intense. As such, even if we are able to identify an acquisition that we would like to consummate, we may not be able to complete the acquisition on commercially reasonable terms or because the target is acquired by another company. Furthermore, in the event that we are able to identify and consummate any future acquisitions, we could:

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issue equity securities which would dilute the current shareholders’ percentage of ownership;

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incur substantial debt;

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assume contingent liabilities; or

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expend significant cash.

These financing activities or expenditures could harm our business, results of operations and financial condition or the price of our ordinary shares. Alternatively, due to difficulties in the capital and credit markets, we may be unable to secure capital on acceptable terms, or at all, to complete acquisitions. In addition, we may not be able to integrate acquired personnel, operations, and technologies successfully or effectively manage the combined business following the completion of any future acquisition. Additionally, such integration may impact our revenue and operating results. We may also not achieve the anticipated benefits from the acquired businesses due to a number of factors, including:

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unanticipated costs, liabilities or compliance issues associated with the acquisition;

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incurrence of acquisition-related costs;

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diversion of management’s attention from other business concerns;

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harm to our existing business relationships with manufacturers, distributors and customers as a result of the acquisition;

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the potential loss of key employees;

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use of resources that are needed in other parts of our business;

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use of substantial portions of our available cash to consummate the acquisition; or

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unrealistic goals or projections for the acquisition.

Moreover, even if we do obtain benefits from acquisitions in the form of increased sales and earnings, there may be a delay between the time when the expenses associated with an acquisition are incurred and the time when we recognize such benefits.

We are dependent on a limited number of product families

Currently, we derive the majority of our revenues from sales of integrated appliances and internet security products, as well as related revenues from security subscriptions and from software updates and maintenance. We expect that this concentration of revenues from a small number of product families will continue for the foreseeable future. Endpoint security products and associated software updates, maintenance, and security subscriptions represent an additional revenue source as well as our cloud initiatives. Our future growth depends heavily on our ability to effectively develop and sell new and acquired products as well as add new features to existing products. For more details, see “Item 4 – Information on Check Point” and “Item 5 – Operating and Financial Review and Prospects”.

Competition for highly skilled personnel is intense

We compete in a market marked by rapidly changing technologies and an evolving competitive landscape. In order for us to successfully compete and grow, we must attract, recruit, retain and develop personnel, at an appropriate cost, with requisite qualifications to provide expertise across the entire spectrum of our intellectual capital and business needs. In recent years, the industry has experienced record growth and activity and as a result, the high-tech industry in Israel has experienced significant levels of employee attrition and is currently facing a shortage of skilled human capital including in the areas of AI and machine learning. Similar competition for highly skilled personnel exists in the U.S. and in other markets in which we operate. Failure to retain or attract qualified personnel, at an appropriate cost, could have a material adverse effect on our business, financial condition and results of operations.

Issues in the development and deployment of AI may result in reputational harm and legal liability and could adversely affect our results of operations

We have incorporated, and are continuing to develop and deploy, AI into many of our products and solutions, including services that support our products and solutions. We are also incorporating AI into the operations of our business. AI presents challenges and risks that could affect our products and solutions, and the operations of our business. For example, AI algorithms may have flaws, and datasets used to train models may be insufficient or contain biased information. The AI that is being incorporated into our products, solutions, and business operation tools may not be successful or beneficial, and instead may cause technical, legal or ethical problems or result in increased costs. The investments that we are making across our business in AI reflect our ongoing efforts to innovate and provide products and services that are useful to our customers, as well as provide efficiencies in our business. Such investments ultimately may not be commercially viable or may not result in an adequate return of capital and we may incur unanticipated liabilities. These efforts could subject us to regulatory risk, legal liability, including under legislation regulating AI in jurisdictions such as the E.U. and laws and regulations being considered in other jurisdictions, or brand or reputational harm.

The rapid evolution of AI, including potential government regulation of AI, requires us to invest significant resources to develop, test, and maintain AI in our products and services in a manner that meets evolving requirements and expectations. The rules and regulations adopted by policymakers over time may require us to make changes to our business practices. Developing, testing, and deploying AI systems may also increase the cost profile of our offerings due to the nature of the computing costs involved in such systems.

The intellectual property ownership and license rights surrounding AI technologies, as well as data protection laws related to the use and development of AI, are currently not fully addressed by courts or regulators. The use or adoption of AI technologies in our products may result in exposure to claims by third parties of copyright infringement or other intellectual property misappropriation, which may require us to pay compensation or license fees to third parties. The evolving legal, regulatory, and compliance framework for AI technologies may also impact our ability to protect our own data and intellectual property against infringing use.

Risks Related to Our Dependence on Third-Parties

We are dependent on a small number of distributors

We derive our sales primarily through indirect channels. During 2025, 2024 and 2023, we derived approximately 57%, 56% and 56%, respectively, of our sales from our ten largest distributors. In each of 2025, 2024 and 2023, our three largest distributors accounted for approximately 39%, 39% and 40%, respectively, of our sales. We expect that a small number of distributors will continue to generate a significant portion of our sales. Furthermore, there has been an industry trend toward consolidation among distributors, and we expect this trend to continue in the near future which could further increase our reliance on a small number of distributors for a significant portion of our sales. If these distributors reduce the amount of their purchases from us for any reason, including because they choose to focus their efforts on the sales of the products of our competitors, our business, results of operations and financial condition could be materially adversely affected.

Our future success is highly dependent upon our ability to establish and maintain successful relationships with our distributors. In addition, we rely on these entities to provide many of the training and support services for our products and equipment. Accordingly, our success depends in large part on the effective performance of these distributors. Recruiting and retaining qualified distributors and training them in our technology and products requires significant time and resources. Further, we have no minimum purchase commitments with any of our distributors, and our contracts with these distributors do not prohibit them from offering products or services that compete with ours. Our competitors may be effective in providing incentives to existing and potential distributors to favor their products or to prevent or reduce sales of our products. Our distributors may choose not to offer our products exclusively or at all. Our failure to establish and maintain successful relationships with distributors would likely materially adversely affect our business, results of operations and financial condition.

We purchase several key components and finished products from limited sources, and we are increasingly dependent on contract manufacturers for our hardware products

Many components, subassemblies, and modules necessary for the manufacture or integration of our hardware products are obtained from a limited group of suppliers. The majority of our hardware is manufactured in Taiwan. Any increase in the tension between China and Taiwan, could adversely affect our manufacturing operations in Taiwan. Although we do not manufacture in China, some of our component parts are sourced from China. Our reliance on sole or limited suppliers, particularly foreign suppliers, and our reliance on subcontractors involves several risks, including a potential inability to obtain an adequate supply of required components, subassemblies, or modules and limited control over pricing, quality, and timely delivery of components, subassemblies or modules. Such risks could become exacerbated to the extent such suppliers and subcontractors are materially disrupted by quarantines, factory slowdowns or shutdowns and border closings, as well as travel restrictions. For example, global supply chain disruptions associated with geopolitical events, such as the war between the U.S., Israel and Iran and its effects on the delivery of goods through the Strait of Hormuz, and silicon industry impacted the availability of raw products and resulted in prolonged shipping and delivery times. Availability of specific components continues to impact the global supply chain, mainly impacting lead times. Demand is increasing supply requirements and the fast growing technology innovation can impact the availability and manufacturers’ capacity. For example, there is currently a worldwide shortage of semiconductor, memory and other electronic components driven by the proliferation of AI infrastructure and the high energy demands of such production. Our products are dependent upon some of these components and a continued shortage or increased prices drive by global semiconductor shortages may negatively impact our business by increasing lead times and prices from our suppliers, which could adversely affect our results of operations. Any material supply chain disruption could negatively impact our business, financial condition and results of operations. Although we have been successful in the past, replacing suppliers may be difficult and it is possible it could result in an inability or delay in producing designated hardware products. Managing our supplier and contractor relationships is particularly difficult during time periods in which we introduce new products and during time periods in which demand for our products is increasing, especially if demand increases more quickly than we expect. We also have extended support contracts with these suppliers and have been dependent on their ability to perform over a period of years.

We incorporate third-party technology in our products, which may make us dependent on the providers of these technologies and expose us to potential intellectual property claims

Our products contain certain technology that we license from other companies. Third-party developers or owners of technologies may not be willing to enter into, or renew, license agreements with us regarding technologies that we may wish to incorporate in our products, either on acceptable terms or at all. If we cannot obtain licenses to these technologies, we may be at a disadvantage compared with our competitors who are able to license these technologies. In addition, when we do obtain licenses to third-party technologies that we did not develop, we may have little or no ability to determine in advance whether the technology infringes the intellectual property rights of others. In the event such third-party developers and owners are otherwise unable to provide such technology or services to us, our ability to provide our products and services could be disrupted. This includes mandated government shutdowns. Our suppliers and licensors may not be required or may not be able to indemnify us in the event that a claim of infringement is asserted against us, or they may be required to indemnify us only up to a maximum amount, above which we would be responsible for any further costs or damages. Any failure to obtain licenses to intellectual property or any exposure to liability as a result of incorporating third-party technology into our products could materially and adversely affect our business, results of operations and financial condition.

Failures of the third-party technology, third-party servers, cloud service providers, such as AWS, and other third-party hardware, software and infrastructure on which we rely could adversely affect our business

We rely on third-party technology, third-party servers, cloud service providers, such as AWS, and other third-party hardware, software and infrastructure to support our operations. The owners and operators of the data centers and cloud services with which we are engaged, and the other third parties on which we rely, do not guarantee uninterrupted or error-free technology, products or services. Problems faced by our third-party providers, including technological or business-related disruptions, could adversely impact our business and results of operations, including by adversely impacting our products and services.

Our servers, data centers and other facilities are also vulnerable to damage or interruption from fires, natural disasters, terrorist attacks, power loss, telecommunications failures, pandemics or similar catastrophic events. Disruptions to these servers or facilities could interrupt our ability to provide our products and services and materially adversely affect our business and results of operations.

Risks Related to Tax, Legal and Regulatory Matters

We are the defendants in various lawsuits and have been subject to tax disputes and governmental proceedings, which could adversely affect our business, results of operations and financial condition

As a global company we are subject to taxation in Israel, the United States and various other countries. We attempt to utilize an efficient operating model and accordingly to pay taxes based on the laws in the countries in which we operate. Nonetheless, various tax authorities in different parts of the world may disagree with our operating sale model. This may lead to disputes and to tax assessments, which can have a negative effect on our tax liabilities.

In addition, we are subject to the continuous examination by tax authorities around the world. It is possible that tax authorities may disagree with certain positions we have taken and any adverse outcome of such a review, investigation or audit could have a negative effect on our financial position and results of operations. We regularly assess the likelihood of adverse outcomes resulting from these examinations, and audits to determine the adequacy of our provision for income and other taxes, but the determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment by management, and there are transactions where the ultimate tax determination is uncertain. Although we believe that our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our consolidated financial statements and may materially affect our financial results in the period or periods for which such determination is made. There can be no assurance that the outcomes from continuous examinations will not have an adverse effect on our business, financial condition and results of operations.

In January 2023, the Israeli Tax Authority (the “ITA”) issued orders for the years 2016 through 2019 challenging our positions on several issues and, demanded the payment of additional taxes in the aggregate amount of NIS 536 million (approximately $158 million), not including an amount of NIS 476 million (approximately $140 million) related to expenses that will be deductible in future years, with respect of these four tax years (these amounts include interest and indexation up to the tax settlement’s payment date, i.e. 31 July 2025). On November 29, 2023, the Company filed an appeal to the District Court of Tel Aviv against these orders.

In addition, the ITA has issued a tax assessment for the 2020 tax year in which it demanded the payment of additional taxes in the aggregate amount of NIS 94 million (approximately $28 million), not including an amount of NIS 106 million (approximately $31 million) related to expenses that will be deductible in future years, with respect to the 2020 tax year (these amounts include interest and indexation up to the tax settlement’s payment date, i.e. 31 July 2025). On December 31, 2023 we submitted a tax appeal against the 2020 tax assessment to the ITA.

On July 15, 2025, the Company and the ITA entered into a settlement agreement under which the Company agreed to pay total additional taxes of NIS 223.2 million (approximately $66 million) in respect of the 2016–2020 tax years, which was ratified by the District Court of Tel Aviv on July 16, 2025. The Company settled the tax demand payment to the ITA on July 31, 2025. The settlement fully and finally resolves all tax matters between the Company and the ITA relating to the 2016-2020 tax years.

We are the defendant in various other lawsuits, including employment-related litigation claims, construction claims and other legal proceedings in the normal course of our business. Litigation and governmental proceedings can be expensive, lengthy and disruptive to normal business operations, and can require extensive management attention and resources, regardless of their merit. While we currently intend to defend the aforementioned matters vigorously, we cannot predict the results of complex legal proceedings, and an unfavorable resolution of a lawsuit or proceeding could materially adversely affect our business, results of operations and financial condition. See also “Item 8 – Financial Information” under the caption “Legal Proceedings”.

Uncertainties in the interpretation and application of worldwide tax reforms, complex tax laws and regulations could materially affect our tax obligations and effective tax rate

On July 4, 2025, the One, Big, Beautiful Bill Act was enacted, which, among other changes to U.S. federal income tax law, permanently suspends the requirement to capitalize and amortize domestic research and development expenditures and permits such deductions on a current basis, and reinstates 100% bonus depreciation for certain qualified property. The Bill also allows to some extent an accelerated amortization of domestic research and development expenditures that had previously been amortized during the years 2022-2024.

In addition, California recently enacted a temporary suspension on the use of California net operating loss carryforwards under certain conditions in the taxable years beginning in 2024, 2025 and 2026, and other state tax limitations may apply.

The base erosion and profit shifting (“BEPS”) project undertaken by the Organisation for Economic Co-operation and Development (“OECD”) may have adverse consequences to our tax liabilities. The first pillar of BEPS’s project is focused on the allocation of taxing rights between countries for in-scope large multinational enterprises that sell goods and services into countries with minor or no local physical presence. We do not expect to be within the scope of Pillar One.

In December 2022, the Council of the European Union (“EU”) unanimously adopted the Directive on BEPS’s Pillar Two ensuring a global minimum tax rate of 15% for certain companies with an annual global turnover of at least €750 million, in the Union (the Directive). The OECD has also issued the Safe Harbours and Penalty Relief : Global Ani-Base Erosion Rules (“Pillar Two Rules”) and related guidance. EU Member States and other non-EU countries enacted legislation to integrate the provisions of the Directive and Pillar Two rules into their national laws by December 31, 2023 and the majority of those countries generally apply these provisions for fiscal years starting on or after December 31, 2023.

On December 2025, the Israeli Knesset approved the Minimum Corporate Tax Law (Multinational Group), 2025 (the “Law”) which adopts BEPS’s Pillar Two Rules. The Law introduces a qualified domestic minimum top-up tax, pursuant to which multinational enterprise groups with annual global turnover of at least €750 million are subject to a minimum corporate tax rate of 15% on the Israeli Constituent Entity as defined under the OECD’s Pillar Two Rules. The Law enters into force with effective date of January 1, 2026.

In parallel, as part of the Israeli Economic Program Law for the 2026 budget year, legislation to incentivize research and development activities (the “R&D Incentive Legislation”) was enacted on March 30, 2026 and entered into force as of January 1, 2026.

The R&D Incentive Legislation introduces a tax credit, at varying rates based on specified thresholds, for qualifying research and development expenditures incurred in Israel by eligible Israeli companies that are part of multinational enterprise groups, subject to meeting defined eligibility criteria. The tax credit may be utilized to offset Israeli corporate income tax or the Israeli domestic minimum top-up tax.

In addition, the R&D Incentive Legislation, subject to conditions as prescribed therein, provides that all or a portion of the unutilized R&D tax credit will be provided to eligible companies in the form of a cash grant upon the lapse of a period stipulated by the R&D Incentive Legislation, rather than being utilized solely as a tax credit. This mechanism is intended, among other things, to support the qualification of the incentive under the OECD Pillar Two framework.

The implementation of the Israeli Pillar Two Law is expected to increase our reported tax expenses beginning in 2026. Based on the current Proposed R&D Incentive Legislation and its associated tax credit, and assuming enactment effective January 1, 2026, income tax expense is expected to increase, while the net cash impact is not expected to be material. However, the ultimate impact will depend on the final form of the proposed R&D Incentive Legislation, if and when enacted and the amount of tax credits approved thereunder.

We are currently monitoring the local minimum corporate tax legislations in the relevant jurisdictions and awaiting further guidance on the Israeli Proposed R&D Incentive Legislation and its effective date.

Indirect taxes, including digital service tax (“DST”) measures as unilaterally adopted by certain jurisdiction, could also adversely affect our tax obligations. These measures generally aim at securing taxation rights of the jurisdiction for the revenues/profits generated by the transnational e-commerce activities with customers who are resident in this specific jurisdiction. Current or future attempts to impose sales, income, or other taxes on e-commerce would likely increase the cost of doing business online and decrease the attractiveness of advertising and selling products over the internet and could lead to significant increases in internal costs necessary to capture data and collect and remit taxes.

Finally, we are subject to audit by taxing authorities in several jurisdictions, and tax laws may be interpreted differently by the competent tax authorities and courts, which could lead to an increase of our tax burden and increased costs to us to comply with new laws and interpretations thereof and tax auditors. New taxes or reporting obligations could also result in additional costs necessary to collect the data required to assess these taxes and to remit them to the relevant tax authorities or to comply with these reporting obligations.

Class action litigation due to stock price volatility or other factors could cause us to incur substantial costs and divert our management’s attention and resources

In the past, following periods of volatility in the market price of a public company’s securities, securities class action litigation has often been instituted against that company. Companies such as ours in the technology industry are particularly vulnerable to this kind of litigation as a result of the volatility of their stock prices. We have been named as a defendant in this type of litigation in the past. Any litigation of this sort in the future could result in substantial costs and a diversion of management’s attention and resources.

We are subject to governmental export and import controls that could subject us to liability or impair our ability to compete in international markets

Because we incorporate encryption technology into our products, certain of our products are subject to U.S. export controls and may be exported outside the U.S. only with the required export license or through an export license exception. If we were to fail to comply with U.S. export licensing requirements, U.S. customs regulations, U.S. economic sanctions, or other laws, we could be subject to substantial civil and criminal penalties, including fines, incarceration for responsible employees and managers, and the possible loss of export or import privileges. Obtaining the necessary export license for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities. Furthermore, U.S. export control laws and economic sanctions prohibit the shipment of certain products to U.S. embargoed or sanctioned countries, governments, and persons. Even though we take precautions to ensure that we comply with all relevant regulations, any failure by us or any partners to comply with such regulations could have negative consequences for us, including reputational harm, government investigations, and penalties.

In addition, various countries regulate the import of certain encryption technology, including through import permit and license requirements, and have enacted laws that could limit our ability to distribute our products or could limit our end-customers’ ability to implement our products in those countries. Changes in our products or changes in export and import regulations for whatever reason may create delays in the introduction of our products into international markets, prevent our end-customers with international operations from deploying our products globally or, in some cases, prevent or delay the export or import of our products to certain countries, governments, or persons altogether. Any change in export or import regulations, economic sanctions or related legislation, shift in the enforcement or scope of existing regulations, or change in the countries, governments, persons, or technologies targeted by such regulations or protectionist measures, could result in decreased use of our products by, or in our decreased ability to export or sell our products to, existing or potential end-customers with international operations. Any decreased use of our products or limitation on our ability to export to or sell our products in international markets would likely adversely affect our business, financial condition, and results of operations.

Changes in government trade policies and international trade disputes that result in tariffs and other protectionist measures could adversely affect our business in the future

The U.S. government and the current administration have made public statements and taken certain actions indicating significant changes in U.S. trade policy, including imposing new or increased tariffs on certain goods imported into the United States from Canada, Mexico and China. In response, a number of other countries have announced an intention to impose additional duties on imports from the United States. To date, our business has not been affected by such actions. However, changes in government trade policies and international trade disputes that result in tariffs and other protectionist measures could adversely affect our business in the future.

Risks Related to Our Intellectual Property

We may not be able to successfully protect our intellectual property rights, which could cause substantial harm to our business

We seek to protect our proprietary technology by relying on a combination of statutory as well as common law copyright and trademark laws, trade secrets, confidentiality procedures and contractual provisions as indicated below in the section entitled “Proprietary Rights” in “Item 4 – Information on Check Point”. We have certain patents in the United States and in several other countries, as well as pending patent applications. We cannot assure you that pending patent applications will be issued, either at all or within the scope of the patent claims that we have submitted. In addition, someone else may challenge our patents and these patents may be found invalid. Furthermore, others may develop technologies that are similar to or better than ours, or may work around any patents issued to us. Despite our efforts to protect our proprietary rights, others may copy aspects of our products or obtain and use information that we consider proprietary. In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as the laws of the United States and Israel. Our efforts to protect our proprietary rights may not be adequate and our competitors may independently develop technology that is similar to our technology.

In addition to patents, we rely on trade secret and other rights to protect our unpatented proprietary intellectual property and technology. Despite our efforts to protect our proprietary technologies and our intellectual property rights, unauthorized parties, including our employees, consultants, service providers or customers, may attempt to copy aspects of our products or obtain and use our trade secrets or other confidential information. We generally enter into confidentiality agreements with our employees, consultants, and other service providers, and generally limit access to and distribution of our proprietary information and proprietary technology through certain procedural safeguards. These agreements and arrangements may not effectively prevent unauthorized use or disclosure of our intellectual property or technology and may not provide an adequate remedy in the event of unauthorized use or disclosure of our intellectual property or technology. We cannot be certain that the steps taken by us will prevent misappropriation of our intellectual property or technology or infringement of our intellectual property rights.

If we are unable to secure, protect and enforce our intellectual property rights, such failure could harm our brand and adversely impact our business, financial condition and results of operations.

We incorporate open source technology in our products which may expose us to liability and have a material impact on our product development and sales

Some of our products utilize open source technologies. These technologies are licensed to us under varying license structures, including the General Public License. If we have improperly used, or in the future improperly use, software that is subject to such licenses with our products in such a way that our software becomes subject to the General Public License, we may be required to disclose our own source code to the public. This could enable our competitors to eliminate any technological advantage that our products may have over theirs. Any such requirement to disclose our source code or other confidential information related to our products could materially and adversely affect our competitive position and impact our business, results of operations and financial condition.

There is considerable patent and other intellectual property development activity in our industry. Our success depends, in part, upon our ability not to infringe upon the intellectual property rights of others. Our competitors, as well as a number of other entities and individuals, own or claim to own intellectual property relating to our industry. From time to time, third parties have brought, and continue to bring, claims that we are infringing upon their intellectual property rights, and we may be found to be infringing upon such rights. In addition, third-parties have in the past sent us correspondence claiming that we infringe upon their intellectual property, and in the future we may receive claims that our products infringe or violate their intellectual property rights. Furthermore, we may be unaware of the intellectual property rights of others that may cover some or all of our technology or products. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or royalty payments, prevent us from selling our products, or require that we comply with other unfavorable terms. In addition, we may decide to pay substantial settlement costs and/or licensing fees in connection with any claim or litigation, whether or not successfully asserted against us. Even if we were to prevail, any disputes or litigation regarding intellectual property matters could be costly and time-consuming and divert the attention of our management and key personnel from our business operations. As such, third-party claims with respect to intellectual property may increase our cost of goods sold and operating expenses, reduce the sales of our products, and may have a material and adverse effect on our business.

Due to the global nature of our business, we must comply with various anti-bribery regimes and any failure to do so could adversely affect our business

The global nature of our business creates various domestic and local regulatory challenges. The U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010 (the “U.K. Bribery Act”), Chapter 9 (sub-chapter 5) of the Israeli Penal Law, 1977, the Israeli Prohibition on Money Laundering Law – 2000 (the “Israeli Anti-Bribery Laws”) and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to foreign government officials and other persons for the purpose of obtaining or retaining business. In addition, companies are required to maintain records that accurately and fairly represent their transactions and have an adequate system of internal accounting controls. Further, changes in laws could result in increased regulatory requirements and compliance costs which could adversely affect our business, financial condition and results of operations.

As a result, we are exposed to a risk of violating anti-bribery laws in the countries where we operate. Although we have internal policies and procedures, including a code of ethics and proper business conduct, reasonably designed to promote compliance with anti-bribery laws, we cannot assure that our employees or other agents will not engage in prohibited conduct and render us responsible under the FCPA, the U.K. Bribery Act, the Israeli Anti-Bribery Laws or any similar anti-bribery laws in other jurisdictions. If we are found to be in violation of the FCPA, the U.K. Bribery Act, the Israeli Anti-Bribery Laws or other anti-bribery laws (either due to acts or inadvertence of our employees, or due to the acts or inadvertence of others), we could suffer criminal or civil penalties or other sanctions, which could have a material adverse effect on our business, results of operations, cash flows, financial condition, reputation and ability to win future business or maintain existing contracts.

Other General Risks and Risks Related to the Ownership of Our Ordinary Shares

We operate our business primarily from Israel, we sell our products worldwide, and we generate a significant portion of our revenue outside the United States. We intend to continue to expand our international operations, which will require significant management attention and financial resources. In order to continue to expand worldwide, we will need to establish additional operations, hire additional personnel and recruit additional channel partners internationally. To the extent that we are unable to do so effectively, our growth is likely to be limited and our business, results of operations and financial condition may be materially adversely affected.

Our international sales and operations subject us to many potential risks inherent in international business activities, including, but not limited to:

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technology import and export license requirements;

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costs of localizing our products for foreign countries, and the lack of acceptance of localized products in foreign countries;

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varying economic and political instability or war, including the war between Israel, the U.S. and Iran and the ongoing hostilities between Israel and Hezbollah, Hamas and Yemen and the significant military action against Ukraine launched by Russia;

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potential tariffs, sanctions, fines or other trade restrictions, including any political or economic responses and counter-responses or otherwise by various global actors to the significant military action against Ukraine launched by Russia, as well as the possibility of further international trade disputes that result in tariffs and other protectionist measures;

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imposition of or increases in tariffs or other payments on our revenues in these markets;

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greater difficulty in protecting intellectual property;

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difficulties in managing our overseas subsidiaries and our international operations;

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economic, social, or political conditions, including conditions resulting from a decline in the macroeconomic environment, rising interest rates, exchange rate fluctuations and inflation;

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political instability and civil unrest which could discourage investment and complicate our dealings with governments;

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widespread health emergencies or pandemic;

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difficulties in complying with a variety of foreign laws and legal standards and changes in regulatory requirements;

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expropriation and confiscation of assets and facilities;

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difficulties in collecting receivables from foreign entities or delayed revenue recognition;

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recruiting and retaining talented and capable employees;

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differing labor standards;

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increased tax rates;

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potentially adverse tax consequences, including taxation of a portion of our revenues at higher rates than the tax rate that applies to us in Israel;

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fluctuations in currency exchange rates and the impact of such fluctuations on our results of operations and financial position; and

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the introduction of exchange controls and other restrictions by foreign governments.

These difficulties could cause our revenues to decline, increase our costs or both. This is also specifically tied to currency exchange rates which have an impact on our financial statements based on currency rate fluctuations.

Our actual or perceived failure to adequately protect personal data or customer data, or to otherwise comply with data privacy and protection laws and regulations or other technology related regulations, could subject us to sanctions and damages and could harm our reputation and business

A variety of state, national, foreign, and international laws and regulations apply to the collection, use, retention, protection, disclosure, transfer, and other processing of personal data and customer data, and other areas in new and evolving technologies. These laws and regulations, as demonstrated by the examples below, continue to evolve. New or modified laws and regulations relating to these matters are proposed and implemented frequently and existing laws and regulations subject to new or different interpretations. Compliance with these laws and regulations can be costly and can delay or impede the development and offering of new products and services.

For example, the General Data Protection Regulation (“GDPR”) (which is applicable in both the EU and the UK), imposes stringent requirements for data processors and controllers. Such requirements include amongst other things, obligations to: i) provide data subjects with fulsome disclosures about the processing of personal information; ii) adhere to reasonable data retention limits; iii) comply with individual requests in relation to their personal data, including access and deletion requests; iv) ensure suitable security / protection of personal data and comply with mandatory notification requirements in the case of a data breach; v) adhere to elevated standards regarding valid consent in some specific cases of data processing; and vi) comply with stringent data transfer obligations, including in relation to international transfers of personal data. The GDPR also includes potentially severe penalties for failure to comply, inter alia, a fine up to 20 million EUR / 17.5 million GBP (as applicable) or up to 4% of the annual worldwide turnover, whichever is greater, which can be imposed. Compliance with these stringent requirements on privacy user notifications and data handling (both as they apply to us but also our customers) could increase our financial risk exposure, require us to adapt our business in order to comply with the GDPR requirements and incur additional costs.

Additionally, the United States has various privacy laws with privacy laws now having been implemented in 19 US states. In some respects the laws across US states are harmonised but there remain points of difference and fragmented regulations increase the burden of compliance. In California, the California Consumer Privacy Act (“CCPA”) and California Privacy Rights Act (“CPRA”) provide data privacy rights for consumers and privacy-related operational requirements for companies. The CCPA and CPRA, and other US state laws are making it easier for certain individuals to opt-out of having their personal data processed and disclosed to third parties through various opt-out mechanisms, which could result in an increase to our operational costs to ensure compliance with such legal and regulatory requirements.

Other jurisdictions have also enacted and strengthened data protection laws, which have increased the cost of complying with them for businesses. For example, Israel has enacted laws and regulations relating to privacy, data protection, and security, including Israeli Privacy Protection Law 5741-1981 and its associated regulations that have brought the Israeli regime closer to the GDPR, in particular with regard to enforcement with the law providing for administrative fines of up to 5% of global turnover. In Latin America, Brazil’s Lei Geral de Proteção de Dados (LGPD), one of the most impactful data protection laws in Latin America, is largely aligned to the GDPR. In China, Personal Information Protection Law of the People’s Republic of China (“PIPL”) applies and has parallels with the GDPR given that is has extra-territorial effect, applying to data processing activities in China and outside of China in certain circumstances. In Australia, the Privacy and Other Legislation Amendment Act 2024 (POLA) modernised Australia’s data privacy legislation and introducing GDPR‑style features, new enforcement powers, and expanded individual rights.

In addition, the increasing use of artificial intelligence and AI-enabled tools in business operations, including by third-party service providers, may increase the risk that personal data is processed, disclosed or retained in ways that are inconsistent with applicable data protection laws or contractual obligations. Regulatory frameworks governing the use of AI and automated data processing are also evolving in multiple jurisdictions (for example in the EU through the EU AI Act), which may further increase our compliance costs and exposure to regulatory scrutiny, penalties and other liabilities, all of which could have a material adverse effect on our business and results of operations.

Stringent privacy, data protection and security requirements in the GDPR, CCPA, and other laws and regulations (e.g., in those regulating AI) could decrease demand for our products and services, increase our costs, and impair our ability to maintain and grow our customer base and increase our revenue, We may face challenges in addressing these requirements and making necessary changes to our policies and practices, and may incur significant costs and expenses in an effort to do so. Moreover, because the interpretation and application of many laws, regulations, industry standards, contractual obligations and other actual and asserted obligations to which we are or may become subject relating to privacy, data protection, security, AI, and other new and evolving areas are uncertain, it is possible that these laws, regulations, industry standards, contractual obligations or other actual or asserted obligations to which we are or may become subject may be interpreted and applied in a manner that is inconsistent with our existing or future data processing practices or features of our products and services. Our actual or alleged failure to comply with applicable laws and regulations, or any other actual or asserted obligations relating to the collection, use, retention, protection, disclosure, transfer, and other processing of personal data and customer data, could result in investigations, enforcement actions and other proceedings, significant penalties imposed or sought by a regulator or data subject, claims, demands, and litigation or other legal action or proceedings against us or our customers or suppliers, which could result in negative publicity, increased operating costs, restrictions upon our practices and damages, financial penalties and other liabilities, all of which could have a material adverse effect on our business and results of operations.

We have incorporated and may continue to incorporate artificial intelligence and machine learning solutions and features into our products or services, and otherwise within our business, and these solutions and features may become more important to our operations, including our product development, product demand, customer support and internal processes, or to our future growth over time. There can be no assurance that we will realize the desired or anticipated benefits from artificial intelligence and machine learning technologies, or at all, and we may fail to properly implement or market our artificial intelligence and machine learning solutions and features. Additionally, our artificial intelligence and machine learning solutions and features may expose us to additional claims, demands, and proceedings by private parties and regulatory authorities and subject us to legal liability as well as brand and reputational harm. For example, if artificial intelligence models used in our products or services are incorrectly designed, the data used to train them is incomplete or inadequate, or we do not have sufficient rights to use data on which such models rely, the performance of our artificial intelligence and machine learning solutions and features, as well as our reputation, could suffer or we could incur liability through the violation of contractual or regulatory obligations. The legal, regulatory, and policy environments around artificial intelligence and machine learning are evolving rapidly. For example, the EU Artificial Intelligence Act (the “AI Act”), which achieved approval by the European Council on February 2, 2024, and the European Parliament on March 13, 2024, imposes obligations on providers and users of artificial intelligence technologies. The AI Act may impact the development and adoption of our artificial intelligence and machine learning solutions in Europe. Additionally, several U.S. states have proposed, and in certain cases have enacted, legislation imposing obligations in connection with the development or use of, or otherwise regulating, artificial intelligence and machine learning technologies. Other countries also are contemplating laws regulating artificial intelligence and machine learning technologies. We may become subject to new legal and other obligations in connection with our use of artificial intelligence and machine learning, which could require us to make significant changes to our policies and practices, necessitating expenditure of significant time, expense, and other resources.

Repaying and servicing our existing and future debt, including our outstanding Convertible Notes may require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our indebtedness.

Our ability to make scheduled payments of the principal of the Convertible Notes depends on our future performance, which is subject to economic, financial, competitive, and other factors beyond our control. Our business may not generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt, or obtaining additional debt financing or equity capital on terms that may be onerous or highly dilutive. Our ability to refinance any future indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

In addition, our indebtedness, combined with our other financial obligations and contractual commitments, could have other important consequences. For example, it could:

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make us more vulnerable to adverse changes in general economic, industry, and competitive conditions and adverse changes in government regulation;

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limit our flexibility in planning for, or reacting to, changes in our business and our industry;

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place us at a disadvantage compared to our competitors who have less debt;

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limit our ability to borrow additional amounts to fund acquisitions, for working capital, and for other general corporate purposes; and

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make an acquisition of our company less attractive or more difficult.

Any of these factors could harm our business, results of operations, and financial condition. In addition, if we incur additional indebtedness, the risks related to our business and our ability to service or repay our indebtedness would increase.

Our Convertible Notes may impact our financial results, result in the dilution of existing shareholders and create downward pressure on the price of our ordinary shares.

In December 2025, we issued and sold $2.0 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2030 (the “Convertible Notes”), in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, all of which were outstanding as of December 31, 2025.

Our Convertible Notes may affect our earnings per share figures, as accounting procedures may require that we include in our calculation of earnings per share the number of ordinary shares into which the Convertible Notes are convertible. The Convertible Notes may be converted under the conditions specified in the indenture governing the Convertible Notes (the “Indenture”). Upon conversion, we will satisfy our conversion obligation by paying cash up to the aggregate principal amount of the Convertible Notes being converted and by paying and/or delivering, as the case may be, ordinary shares or cash or a combination of cash and ordinary shares, at our election, in respect of the remainder, if any, of our conversion obligation in excess thereof. If our ordinary shares are issued to holders of the Convertible Notes upon conversion, it will cause dilution to our shareholders’ equity, and the market price of our ordinary shares may decrease due to the additional selling pressure in the market.

We may determine in the future to repurchase all or portions of the outstanding Convertible Notes from time to time in accordance with applicable Securities and Exchange Commission (“SEC”) and other legal requirements and in consideration of market and other conditions. Any repurchases or exchanges of our outstanding Convertible Notes are likely to affect the market price of our ordinary shares. We expect that holders of any Convertible Notes that are repurchased or exchanged may enter into or unwind various derivatives with respect to our ordinary shares and/or purchase or sell our ordinary shares in the market to hedge their exposure in connection with these transactions. In addition, in connection with any repurchases of the Convertible Notes, the counterparties to the Capped Call (as defined below) or their respective affiliates may modify their hedge positions with respect to the Capped Call by entering into or unwinding various derivatives with respect to our ordinary shares and/or purchasing or selling our ordinary shares or other securities of ours in secondary market transactions. This activity could impact the market price of our ordinary shares at that time.

Our ability to pay cash upon conversion or repurchase of the Convertible Notes may be limited.

If the last reported sale price of our ordinary shares on the trading day immediately preceding the business day immediately preceding December 15, 2028 is less than 110% of the conversion price, holders of the Convertible Notes have the right to require us to repurchase for cash all or any portion of their Convertible Notes on December 15, 2028 at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid “special interest” (as defined in the Indenture) to, but excluding, the repurchase date. Additionally, holders of the Convertible Notes have the right, subject to and under the terms of the Indenture to require us to repurchase all or a portion of their Convertible Notes upon the occurrence of a “fundamental change” before the maturity date, at a repurchase price equal to 100% of the principal amount of such Convertible Notes to be repurchased, plus accrued and unpaid special interest, if any.

Our ability to repurchase the Convertible Notes upon any required repurchase event or to pay cash upon maturity or conversion of Convertible Notes may be limited by law, regulatory authority, or agreements governing our future indebtedness or cash liquidity constraints. In addition, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of the Convertible Notes surrendered or Convertible Notes being converted. Our failure to repurchase the Convertible Notes at a time when the repurchase is required by the Indenture or to pay cash upon maturity or conversion of such Convertible Notes as required by the Indenture would constitute a default under the Indenture. A default under the Indenture or the fundamental change itself within the meaning of the Indenture could also lead to a default under agreements governing our future indebtedness. If the payments of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the Convertible Notes or to pay cash upon conversion of the Convertible Notes.

Our capped call transactions may affect the value of our ordinary shares.

In connection with the pricing of the Convertible Notes, we entered into privately-negotiated capped call transactions (“Capped Calls”) with certain financial institutions (the “option counterparties”). The Capped Calls are expected generally to reduce the potential dilution to our ordinary shares upon any conversion of the Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap.

The option counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our ordinary shares and/or purchasing or selling our ordinary shares or other securities of ours in secondary market transactions prior to the maturity of the Convertible Notes (and are likely to do so following any conversion of the Convertible Notes, any repurchase of the Convertible Notes by us on any fundamental change repurchase date, any redemption date or any other date on which the Convertible Notes are retired by us, in each case, if we exercise the relevant election under the Capped Calls and in connection with any negotiated unwind or modification of the Capped Calls). This activity could cause or avoid an increase or a decrease in the market price of our ordinary shares.

The potential effect, if any, of these transactions and activities on the trading price of our ordinary shares will depend in part on market conditions. Any of these activities could adversely affect the market price of our ordinary shares.

We are subject to counterparty risk with respect to the capped call transactions.

We are subject to the risk that any of the option counterparties may default under the Capped Calls. Our exposure to the credit risk of the option counterparties under the Capped Calls will not be secured by any collateral. Past global economic conditions, including recent increases in prevailing interest rates, have resulted in the actual or perceived failure or financial difficulties of many financial institutions. If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under our transactions with them. Our exposure will depend on many factors. Generally, the increase in our exposure will be correlated to the increase in the market price and in the volatility of our ordinary shares. In addition, upon a default by any counterparty to any capped call transactions, we may suffer more dilution than we currently anticipate with respect to our ordinary shares. We can provide no assurances as to the financial stability or viability of the option counterparties.

Compliance with new and changing corporate governance and public disclosure requirements adds uncertainty to our compliance policies and increases our costs of compliance

Changing laws, regulations and standards relating to accounting, corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”), new SEC regulations, amendments to the Israeli Companies Law and Nasdaq rules are creating increased compliance costs and uncertainty for companies like ours. These new or changed laws, regulations and standards may lack specificity and are subject to varying interpretations. The implementation of these laws and their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs of compliance as a result of ongoing revisions to such governance standards.

In addition, continuing compliance with Section 404 of the Sarbanes-Oxley Act of 2002 and the related regulations regarding our required assessment of our internal control over financial reporting requires the commitment of significant financial and managerial resources and the report of an independent registered public accounting firm on the Company’s internal control over financial reporting.

In connection with our Annual Report for fiscal 2025, our management assessed our internal control over financial reporting, and determined that our internal control over financial reporting was effective as of December 31, 2025, and our independent auditors have expressed an unqualified opinion over the effectiveness of our internal control over financial reporting as of December 31, 2025. However, we will undertake management assessments of our internal control over financial reporting in connection with each annual report, and any deficiencies uncovered by these assessments or any inability of our auditors to issue an unqualified report could harm our reputation and the price of our ordinary shares.

A small number of shareholders own a substantial portion of our ordinary shares, and they may make decisions with which you or others may disagree

As of February 28, 2026, our directors and executive officers owned approximately 23.96% of the voting power of our outstanding ordinary shares, or 25.43% of our outstanding ordinary shares if the percentage includes options currently exercisable or exercisable within 60 days of February 28, 2026 and RSUs and PSUs vesting within 60 days of February 28, 2026. The interests of these shareholders may differ from your interests and present a conflict. If these shareholders act together, they could exercise significant influence over our operations and business strategy. For example, although these shareholders hold considerably less than a majority of our outstanding ordinary shares, they may have sufficient voting power to influence matters requiring approval by our shareholders, including the election and removal of directors and the approval or rejection of mergers or other business combination transactions. In addition, this concentration of ownership may delay, prevent or deter a change in control, or deprive a shareholder of a possible premium for its ordinary shares as part of a sale of our company.

Our cash balances and investment portfolio have been, and may continue to be, adversely affected by market conditions and interest rates

We maintain substantial balances of cash and liquid investments, for purposes of general corporate purposes, which may include acquisitions, share repurchases and other purposes. Our cash, cash equivalents, short-term bank deposits and fixed-income marketable securities valued total of $4,342 million as of December 31, 2025. The performance of the debt capital markets affects the market values of funds that are held in marketable securities. These assets are subject to price fluctuations, changes in interest rates and credit spreads, market liquidity and various other factors, including, without limitation, rating agency upgrades / downgrades that may impair some or all of their value, or unexpected changes in the financial markets’ healthiness worldwide.

We expect that market conditions will continue to fluctuate and the fair value of our investments may be affected accordingly. Moreover, in case we would like to liquidate some of our investments into cash – we are dependent on market conditions and liquidity opportunities, which may be impacted by economic, social, or political conditions, including, without limitation, conditions resulting from a decline in the macroeconomic environment, rising interest rates, exchange rate fluctuations, inflation, global pandemics, global supply chain disruptions and conditions resulting from geopolitical uncertainty and instability or wars.

Financial income is an important component of our net income. The outlook for our financial income is dependent on many factors, some of which are beyond our control, and they include the future direction of interest rates, foreign exchange rates, amount of any share repurchases, acquisitions that we may execute and the amount of cash flows from operations that are available for investment. We rely on third-party money managers to manage the majority of our investment portfolio in a risk-controlled framework and subject to our investment policy. Our investment portfolio is invested primarily in fixed-income securities and short-term bank deposits, and is affected primarily by changes in interest rates and credit spreads. Interest rates are highly sensitive to many factors, including governmental monetary policies and domestic and international economic and political conditions, such as the wars and significant military actions around the globe and any related political or economic responses and counter-responses or otherwise by various global actors or general effect on the global economy. Any significant decline in our financial income or the value of our investments due to changes in interest rates, interest rate expectations, credit spreads, deterioration in the credit rating of the securities in which we have invested, or general market conditions, could have an adverse effect on our results of operations and financial condition.

We generally buy and hold our fixed income securities, while limiting credit risk by setting a maximum concentration limit per issuer as well as setting minimum credit rating requirement. Our fixed income investment portfolio consists primarily of government bonds, securities issued by government agencies and corporate debentures. Although we believe that we generally adhere to conservative investment guidelines, a turmoil in the financial markets may result in impairments of the carrying value of our investment assets. We classify our investments in fixed maturity securities as available-for-sale. Changes in the fair value of investments classified as available-for-sale are not recognized as income during the period, but rather are recognized as a separate component of equity until realized. Realized losses in our investments portfolio may adversely affect our financial position and results. Had we reported the cumulative changes in the fair value of our fixed income securities as part of our income, our reported net income for the year ended December 31, 2025, would have increased by $10 million.

Currency fluctuations may affect the results of our operations or financial condition

Our functional and reporting currency is the U.S. dollar. We generate a majority of our revenues and expenses in U.S. dollars. In 2025, we incurred approximately 42% of our expenses in foreign currencies, primarily Israeli Shekels and Euros. As such, changes in exchange rates may have a material adverse effect on our business, results of operations and financial condition. The exchange rates between the U.S. dollar and certain foreign currencies have fluctuated substantially in recent years and may continue to fluctuate substantially in the future. We expect that a majority of our revenues will continue to be generated in U.S. dollars for the foreseeable future and that a significant portion of our expenses, including payroll related costs, as well as capital and operating expenditures, will continue to be denominated in the currencies referred to above. The results of our operations may be adversely affected in relation to foreign exchange fluctuations. During 2025, we entered into forward contracts to hedge against some of the risk of foreign currency exchange rates fluctuations resulting in changes in future cash flow from payments of payroll and related expenses denominated in Israeli Shekels and Euros. As of December 31, 2025, our total outstanding forward contracts that hedge against these fluctuations in foreign currency exchange rates was $329 million.

In addition, we entered into forward contracts to hedge the impact of fluctuations in exchange rates on assets and liabilities denominated in Israeli Shekels and other currencies. As of December 31, 2025, the total amount of outstanding forward contracts that did not qualify for hedge accounting, was $196 million. We may use derivative financial instruments, such as foreign exchange forward contracts, put and call options, and others, to mitigate the risk of fluctuations changes in foreign exchange rates on assets, cash flows receivables and payables denominated in certain currencies. We may not be able to purchase derivative instruments adequate to fully protect us from foreign currency exchange risks.

Additionally, our hedging activities may also generate losses as a result of volatility in foreign currency markets. If foreign exchange markets continue to be volatile, such fluctuations in foreign exchange rates could materially and adversely affect our profit margins and results of operations in future periods. Also, the volatility in the foreign exchange markets may make it difficult to hedge our foreign currency exposures effectively.

The imposition of exchange or price controls or other restrictions on the conversion of foreign currencies could also have a material adverse effect on our business, results of operations and financial condition.

Changes in foreign exchange rates around the globe, could have an adverse impact on our business and results of operations. These changes may have an impact on some of our expenses which are paid in local currencies (non-US dollar), as well as an impact on our non-US customers which have their financials in non-US dollar currencies.

Our information technology systems, networks and products and services have been, and may continue to be, subject to various security threats and cyber security incidents

Our information technology systems, networks, products, and services have in the past and may in the future be subject to various security threats or cyber security incidents, including from computer malware, malicious code injection, ransomware, viruses, social engineering (including phishing attacks), denial of service or other attacks, human error, technical errors, employee theft or misuse and general hacking. For example, we regularly face attempts by others to gain unauthorized access, or to introduce malicious software to our information technology systems, and certain of these attempts have been successful. Additionally, malicious hackers have attempted and in the future likely will attempt to gain unauthorized access to, or sabotage, take control of or otherwise corrupt, our information technology systems, networks, processes, products and services. We are also a target of attempts to gain access to our network or data centers or those of our customers or end users, steal proprietary information related to our business, products, services, employees, and customers, or interrupt our information technology systems or networks or those of our customers or others. We may also be subject to increasing risks in connection with geopolitical events and conflicts, such as the war that began on February 28, 2026 between Israel, the United Stated and Iran resulting in Iran launching thousands of ballistic missiles and drones against civilian targets in Israel and against U.S. military bases and other civilian targets in several countries in the Persian Gulf, and Hezbollah, a terrorist organization based in Lebanon, launching hundreds of missiles and drones Israeli military sites and civilian targets in Northern Israel, the Russia-Ukraine and the war and hostilities between Israel and Hezbollah, Hamas and Yemen, including risks of a security breach or incident, ransomware, destructive malware, and distributed denial-of-service attacks, as well as fraud, spam and fake accounts, cyber attacks or other threats or illegal activity. Additionally, with many of our employees continuing to work remotely, we face an increased risk of attempted security breaches and incidents.

We also have incorporated machine learning and other artificial intelligence technologies into aspects of our products, services, and business, and may continue to incorporate additional artificial technologies into our products and services and otherwise in our business and operations in the future. The use of artificial intelligence technologies may create additional cyber security risks or increase cyber security risks and may result in security breaches or other types of cyber security incidents. Further, artificial intelligence technologies may be used in connection with certain cyber security attacks, resulting in heightened risks of security breaches and incidents.

There also have been and may continue to be significant supply chain attacks (such as the attacks resulting from vulnerabilities in SolarWinds Orion and other widely-used software and technology infrastructure) and we cannot guarantee that our or our third-party providers’ systems have not been breached or compromised or that they do not contain exploitable defects, vulnerabilities, or bugs that could result in a security breach or incident of or impacting, or other disruption to, our information technology systems, networks, products or services, or those of third parties that support us and our platform. We have been impacted by security incidents of widely trusted third-party software and technology infrastructure, such as the SolarWinds Orion incident in December 2020. We have taken steps to protect our information technology systems, networks and products and services, but our security measures or those of our customers or third-party service providers could be insufficient and breached or otherwise compromised or disrupted, including as a result of third-party action, employee, customer or user errors, technological limitations, defects or vulnerabilities, malfeasance, fraud or malice on the part of employees or third parties, including state-sponsored organizations with significant financial and technological resources, or from failures in technological resources, failures to comply with policies or otherwise. We have been, and may in the future be, impacted by these threats and our internal controls and operations regarding security may not be effective in eliminating the risk of compromise of our information technology systems or networks or our products or services.

While we seek to prevent, detect and investigate unauthorized attempts, attacks and other threats against our information technology systems, network and products and services, no set of security safeguards is infallible, and we remain at risk, including to additional known or unknown threats. We have experienced cyber security incidents of various kinds in the past and we may experience cyber security incidents in the future, and we cannot guarantee that any such incidents will not have a material adverse impact in the future. Any actual or perceived security breach or incident impacting us, our third-party service providers, or our customers or users, whether successful or unsuccessful, could result in reputational harm, governmental inquiries, investigations or other proceedings, penalties and significant costs, including those related to, for example, rebuilding internal systems, reduced inventory value, providing modifications to our products and services, defending against litigation, responding to regulatory inquiries or actions, paying damages, or taking other remedial steps, all of which could damage our reputation and reduce demand for our products and services. Further, we may be required or otherwise find it appropriate to expend significant resources, adapt our business activities and practices, or modify our operations or information technology in an effort to protect against security incidents and to mitigate, detect and remediate vulnerabilities, whether in connection with an actual or perceived security breach or incident or otherwise.

We cannot be certain that our insurance coverage will be adequate for data security liabilities incurred and, that it will cover any indemnification claims against us relating to any incident, that insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, including our financial condition, operating results, and reputation.

Our success depends largely upon the continued services of our executive officers and other key employees. There have been changes in the past, and there may be changes in the future, to our executive management team resulting from the hiring or departure of executives, which could disrupt our business. In December 2024, Nadav Zafrir became our new Chief Executive Officer and our founder and former Chief Executive Officer, Gil Shwed, transitioned into the role of Executive Chairman. In addition, in 2025 we announced the appointments of several senior management members. The loss of one or more of our executive officers or other key employees could adversely affect our business. Changes in our executive management team may also cause disruptions in, and adverse impacts to, our business. We also may not be able to successfully navigate the recent leadership changes while maintaining key aspects of our culture, which could have a significant negative effect on our existing business and our ability to pursue future plans.

Risks Related to Our Operations in Israel

The ongoing war and other potential political, economic and military instability in Israel, where our principal executive offices and our principal research and development facilities are located, may adversely affect our results of operations

We are incorporated under the laws of the State of Israel, and our principal executive offices and principal research and development facilities are located in Israel. Accordingly, political, economic and military conditions in and surrounding Israel may directly affect our business. Since the State of Israel was established in 1948, a number of armed conflicts have occurred between Israel and its Arab neighbors. Terrorist attacks and hostilities within Israel; and the war between Israel, the U.S. and Iran, and the ongoing hostilities between Israel and Hezbollah, Hamas and Yemen, have also heightened these risks.

In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. Following the attack by Hamas on Israel’s southern border, Hezbollah in Lebanon has also launched missile, rocket, and shooting attacks against Israeli military sites, troops, and Israeli towns in northern Israel. In response to these attacks, Israel’s security cabinet declared war against the Hezbollah in southern Lebanon. The Houthi movement, which controls parts of Yemen, launched missile, rocket, and shooting attacks against Israel and attacks on marine vessels traversing the Red Sea, which marine vessels were thought to either be in route towards Israel or to be partly owned by Israeli businessmen. It is possible that other terrorist organizations, including Palestinian military organizations in the West Bank, as well as other hostile countries will join the hostilities.

On February 28, 2026, Israel and the United States launched a joint attack against Iran, targeting key officials and military commanders. Iran launched thousands of ballistic missiles and drones against civilian targets in Israel and against U.S. military bases and other civilian targets in several countries in the Persian Gulf , and Hezbollah launched hundreds of missiles and drones from Lebanon against Israeli military sites and civilian targets in Northern Israel.

The intensity and duration of the current war between Israel, the U.S. and Iran, and the ongoing hostilities between Israel and Hezbollah, Hamas and Yemen are difficult to predict, as are such hostilities’ economic implications on our business and operations and on Israel's economy in general. Our principal place of business is located in Tel Aviv, Israel, and there can be no assurance that attacks launched will not reach our facilities, which could result in a significant disruption of our business. Further, these events may be intertwined with wider macroeconomic indications of a deterioration of Israel’s economic standing, that may involve an additional downgrade in Israel's credit rating by rating agencies, which may have an adverse effect on the Company and our ability to effectively conduct our operations.

Any war or hostilities involving Israel, a significant increase in terrorism or the interruption or curtailment of trade between Israel and its present trading partners, a potential boycott of any Israeli products, or a significant downturn in the economic or financial condition of Israel, could materially adversely affect our operations. Ongoing and revived hostilities or other Israeli political or economic factors could materially adversely affect our business, results of operations and financial condition. In addition, there have been increased efforts by activists to cause companies and consumers to boycott Israeli goods based on Israeli government policies. Such actions, particularly if they become more widespread, may adversely impact our ability to sell our products.

Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot be certain that such government coverage will be maintained or that it will sufficiently cover our potential damages.

Uprisings and armed conflicts in various countries in the Middle East and North Africa are affecting the political stability of those countries. This instability may lead to deterioration of the political and trade relationships that exist between Israel and these countries. In addition, this instability may affect the global economy and marketplace, including as a result of changes in oil and gas prices.

Beginning in 2023, governmental attempts to pursue a reform in Israel’s judicial system have prompted significant political tension in Israel. This controversy has prompted protests in Israel and triggered a considerable political debate. The proposed legislation has not become effective and its scope has not been fully determined. At this stage we cannot assess the potential business impact of these developments and their likely effect on our business, results of operation, and financial condition , but we continue to monitor the evolving government tensions.

Our operations may be disrupted by the obligations of our personnel to perform military service

Many of our employees in Israel are obligated to perform annual military reserve duty in the Israel Defense Forces, in the event of a military conflict, could be called to active duty. Our operations could be disrupted by the absence of a significant number of our employees related to military service or the absence for extended periods of military service of one or more of our key employees. Military service requirements for our employees could materially adversely affect our business, results of operations and financial condition.

We are subject to risks in connection with the development of our new campus in Tel Aviv, Israel

In June 2025, our joint bid with Israel Canada (T.R.) Ltd. for the long-term prepaid lease of a land lot in Tel Aviv, Israel was approved as the winning bid. Our portion of the aggregate purchase price payable pursuant to the joint bid was NIS 500 million plus Israeli VAT (total net payment including unrecoverable taxes of approximately $160 million).

We intend to develop the commercial portion of the land lot, a piece of land within walking distance from the Company’s current headquarters in Tel Aviv and connected by a park, to address our expansion plans for the coming years. We expect the construction of the new campus to be completed by 2032.

The successful and timely completion of the new campus project is subject to numerous risks, many of which are beyond our control. These risks include construction delays, cost overruns and permitting and regulatory challenges. Any of these factors could increase the total cost of the project above our current expectations and delay the timing of its completion.

In addition, the design and construction of a large-scale campus is inherently complex and may require us to make assumptions regarding future workforce size, space utilization, hybrid work environment, and operational needs. If these assumptions prove to be inaccurate, we may incur inefficiencies in the use of the campus, including underutilized or excess space. For example, changes in our business, including shifts toward remote or hybrid work arrangements, workforce reductions, or slower-than-expected growth, could result in a significant portion of the campus being unused or not fully utilized upon completion.

The location of our new campus in Tel Aviv, Israel, is also subject to risks associated with the ongoing hostilities in the Middle East, and there can be no assurance that attacks launched will not reach our new campus or delay the construction and buildout of our campus.

The tax benefits available to us require us to meet several conditions, and may be terminated or reduced in the future, which would increase our taxes

For the year ended December 31, 2025, our effective tax rate was (12%). Our income tax benefit was primarily related to the settlement with the ITA and the adjustment of Israeli tax expenses due to the application of the lower statutory tax rate. We have benefited or currently benefit from a variety of government programs and tax benefits that generally carry conditions that we must meet in order to be eligible to obtain any benefit.

Our income tax and the effective tax rate reflected in our financial statements increased beginning 2026 as a result of the recently enacted new corporate minimum tax law of 15% in Israel and other changes in the tax laws of the countries in which we operate or changes in the mix of countries where we generate profit.

If we fail to meet the conditions upon which certain favorable tax treatment is based, we would not be able to claim future tax benefits and could be required to refund tax benefits already received.

Any of the following could have a material effect on our overall effective tax rate:

•

Some programs may be discontinued,

•

We may be unable to meet the requirements for continuing to qualify for some programs,

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These programs and tax benefits may be unavailable at their current levels, or

•

We may be required to refund previously recognized tax benefits if we are found to be in violation of the stipulated conditions.

Additional details are provided in “Item 5 – Operating and Financial Review and Prospects” under the caption “Taxes on income”, in “Item 10 – Additional Information” under the caption “Israeli taxation, foreign exchange regulation and investment programs” and in Note 12 to our Consolidated Financial Statements.

The rights and responsibilities of the holders of our ordinary shares are governed by our articles of association and by Israeli law. These rights and responsibilities differ in some material respects from the rights and responsibilities of shareholders in U.S.- based corporations. In particular, a shareholder of an Israeli company has a duty to act in good faith and in a customary manner in exercising its rights and performing its obligations towards the company and other shareholders, and to refrain from abusing its power in the company, including, among other things, in voting at a general meeting of shareholders on matters such as amendments to a company’s articles of association, increases in a company’s authorized share capital, mergers and acquisitions and related party transactions requiring shareholder approval. In addition, a shareholder who is aware that it possesses the power to determine the outcome of a shareholder vote or to appoint or prevent the appointment of a director or executive officer in the company has a duty of fairness toward the company. There is limited case law available to assist in understanding the nature of this duty or the implications of these provisions. These provisions may be interpreted to impose additional obligations and liabilities on holders of our ordinary shares that are not typically imposed on shareholders of U.S. corporations.

Provisions of Israeli law and our articles of association may delay, prevent or make difficult an acquisition of us, prevent a change of control, and negatively impact our share price

Israeli corporate law regulates acquisitions of shares through tender offers and mergers, requires special approvals for transactions involving directors, officers or significant shareholders, and regulates other matters that may be relevant to these types of transactions. Furthermore, Israeli tax considerations may make potential acquisition transactions unappealing to us or to some of our shareholders. For example, Israeli tax law may subject a shareholder who exchanges his or her ordinary shares for shares in a foreign corporation, to taxation before disposition of the investment in the foreign corporation. These provisions of Israeli law may delay, prevent or make difficult an acquisition of our company, which could prevent a change of control and, therefore, depress the price of our shares.

In addition, our articles of association contain certain provisions that may make it more difficult to acquire us, such as the provision which provides that our board of directors may issue preferred shares. These provisions may have the effect of delaying or deterring a change in control of us, thereby limiting the opportunity for shareholders to receive a premium for their shares and possibly affecting the price that some investors are willing to pay for our securities.

As a foreign private issuer we are not subject to the provisions of Regulation FD or U.S. proxy rules and are exempt from filing certain Exchange Act reports

As a foreign private issuer, we are exempt from a number of requirements under U.S. securities laws that apply to public companies that are not foreign private issuers. In particular, we are exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy statements. In addition, we are not required under the Exchange Act to file annual and current reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act and we are generally exempt from filing quarterly reports with the SEC under the Exchange Act. We are also exempt from the provisions of Regulation FD, which prohibits issuers from making selective disclosure of material nonpublic information to, among others, broker-dealers and holders of a company’s securities when it is reasonably foreseeable that the holder will trade in the company’s securities on the basis of the information. For so long as we qualify as a foreign private issuer, we are not required to comply with the proxy rules applicable to U.S. domestic companies, although pursuant to the Companies Law, we disclose the annual compensation of our five most highly compensated office holders (as defined under the Israeli Companies Law) on an individual basis, including in this Annual Report.

As a foreign private issuer whose shares are listed on the Nasdaq Global Select Market, we may follow certain home country corporate governance practices instead of certain Nasdaq requirements

As a foreign private issuer whose shares are listed on Nasdaq, we are permitted to follow certain home country corporate governance practices instead of certain requirements of the Nasdaq Stock Market Rules. For example, we follow our home country law, instead of the Nasdaq Stock Market Rules, which require that we obtain shareholder approval for the establishment or amendment of certain equity-based compensation plans and arrangements. Under Israeli law and practice, in general, the approval of the board of directors is required for the establishment or amendment of equity-based compensation plans and arrangements, unless the arrangement is for the benefit of a director or a controlling shareholder, in which case compensation committee or audit committee and shareholder approval are also required. A foreign private issuer that elects to follow a home country practice instead of Nasdaq requirements must submit to Nasdaq in advance a written statement from an independent counsel in such issuer’s home country certifying that the issuer’s practices are not prohibited by the home country’s laws. In addition, a foreign private issuer must disclose in its annual reports filed with the SEC each such requirement that it does not follow and describe the home country practice followed by the issuer instead of any such requirement. Accordingly, our shareholders may not be afforded the same protection as provided under Nasdaq’s corporate governance rules.

ITEM 4.

INFORMATION ON CHECK POINT

Check Point History and Development

Founded over 30 years ago by Gil Shwed, Check Point has continued its mission to secure the digital world for everyone, everywhere. From Firewall-1, the first stateful firewall to dynamic security innovations and to the emergence of the Check Point Platform powered by Artificial Intelligence (“AI”), Check Point has demonstrated its ability to defend against and prevent what is coming. Check Point secures organization’s AI transformation with unified security architecture of the Hybrid Mesh Networks, Workspace, Exposure Management and AI Security Platform. Through its Check Point Services product, Check Point provides comprehensive technical services to fulfill the cyber security needs of its global customers.

Business Overview

The Check Point Mission – Securing Our Customers’ AI Transformation

We are constantly doing the hard work of getting our solutions ready to enable a secure AI transformation. Our solutions deliver leading protection across infrastructure, to make sure organizations are protected from AI-driven attacks.

We continually modify and improve our security platform services by:

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Regularly updating our security solutions to defend against the full spectrum of evolving threats.

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Securing the entirely new AI-driven attack surfaces. Requiring purpose-built security capabilities.

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Deeply integrating AI into our solutions to enable AI-first security teams.

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Applying a comprehensive prevention-first approach to protect against the most sophisticated attacks.

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Exploring and implementing novel AI security through ecosystem collaboration, and design partnership

Check Point assists organizations in defending against AI-driven attacks, securing the new AI attack surfaces they are creating, and using AI to make security operations faster and simpler. To secure this transformation, organizations need a simpler and more unified approach to cybersecurity - one that protects networks, users, exposures, and AI systems as part of a single security strategy.

This is the approach Check Point has established through the following four security pillars:

1. Hybrid Mesh Network Security

Check Point provides a unified security and connectivity foundation across all environments - data centers, hybrid cloud, internet and perimeter gateways, and branch locations.

2. Workspace Security

Check Point protects the workspace with unified, multi-layer security across devices, browsers, email, SaaS apps, and remote access, all managed from a single console.

This enables seamless productivity with uncompromising protection - users stay safe, data stays secure, and business moves faster.

3. Exposure Management

Check Point Exposure Management combines three core elements:

First, threat intelligence powered by Check Point’s unique global telemetry.

Second, smart vulnerability prioritization based on comprehensive internal and external asset discovery, with continuous detection of vulnerabilities and misconfigurations.

Third, safe and actionable remediation, applying changes intelligently across existing security controls and reducing operational burden on security teams.

4. AI Security

Our AI Security pillar combined with our prevention-first approach protects the full AI stack - from employee AI usage, to enterprise applications and agents, and the models, data, and infrastructure behind them.

Together, these pillars provide a unified platform to secure our customers’ entire AI journey.

Our Strategy: A Platform Built on Four Pillars

1. Hybrid Mesh Network Security

In the AI era, network security challenges are intensifying. Customer networks and applications are borderless and everywhere, expanding the attack surface, increasing the blast radius, and exposing gaps across fragmented security controls.

We secure hybrid mesh environments through a unified, prevention-first foundation that spans data centers, hybrid cloud, branch, and Secure Access Service
Edge (“SASE”), delivering leading security effectiveness as validated by NSS Labs.

We provide consistent enforcement through a single AI-powered management and security control plane that delivers superior proactive prevention, hyperscale-grade security with an optimized user experience. Our security platform services include:

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Check Point Firewall (Data Center, Perimeter, Branch): Our Gateways and firewalls provide comprehensive security beyond any Next Generation Firewall (“NGFW”) and are designed to manage the most complex security policy requirements and prevent the most sophisticated cyber-attacks. Our security gateways are powered by over 60 security services, including the industry’s complete range of security capabilities including firewalling, intrusion prevention, application control, anti-malware, anti-phishing, DNS security, as well as sandboxing and file sanitization of email and web documents. All of our security gateways receive immediate threat data from our ThreatCloud AI global threat intelligence system, which leads to increased catch-rate of the most sophisticated threats.

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Check Point Maestro Hyperscale Firewall: This security platform delivers on-demand scalability for requirements that range from 30 Gbps to over 1 Terabits-per-second of threat prevention. Organizations of any size can benefit from Maestro’s intelligent load balancing firewall cluster design.

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Firewall Software R82.10 (security operating system & software): All of our security gateways and firewalls share the same underlying security operating system. Our latest threat prevention and security management release, launched in December 2025 delivers top-rated threat prevention, cloud services, and performance acceleration for Check Point firewalls. This operating system provides security controls and management that are a foundational and integral part of today’s security infrastructure. R82.10 delivers over 20 new capabilities for enterprise customers including:

Supporting Safe AI Adoption: R82.10 strengthens oversight of AI-driven activity by detecting unauthorized Generative AI (“GenAI”) tools, expanding visibility into AI applications such as ChatGPT, Claude, Gemini, among others, and monitoring model context protocol (“MCP) usage to protect AI-powered workflows.

Strengthening Hybrid Mesh Network Security: Organizations gain more consistent protection across distributed environments with centralized internet access management for SASE and firewalls, simplified gateway-to-SASE connectivity, and improved identity and device posture validation to support “Zero Trust” framework at scale.

Taking a Prevention-First Approach to Modern Threats: R82.10, introduces phishing protection that works without HTTPS inspection, adaptive IPS to reduce alert fatigue, and new Threat Prevention Insights to highlight misconfigurations and posture gaps before attackers can exploit them.

Eliminating Silos with a Unified Security Platform: R82.10 expands our open-garden architecture with more than 250 integrations. These integrations allow organizations to apply endpoint posture signals from their existing providers directly within Check Point policies, improving identity-based controls and Zero Trust enforcement.

•

Check Point Spark Firewall: This family of security gateways and firewalls designed for small and medium businesses (“SMBs”) feature advanced threat prevention performance up to 5 Gbps threat prevention. These firewalls are easy to deploy and manage, and they integrate communication and security into an “all in one” solution. Spark security gateways provide protection focused on SMBs as well as Enterprises branch offices.

•

AI Powered Security Management: Our AI-powered unified security management control plane – improves security and optimizes operations through an agentic and autonomous platform, and AI-powered Policy management.

2. Workspace Security – Where Humans Meet AI

Workspace Security Challenges

AI is now embedded across the entire modern workspace: spanning browsers, SaaS applications, email, collaboration tools, and endpoints. While this proliferation is driving productivity, it is also enabling faster, highly personalized attacks powered by AI.

At the same time, organizations are relying on disjointed security tools that lack integrated protection across the user environment. Without dedicated workspace security, AI itself becomes the largest insider risk, amplifying the potential for data leakage, misuse, and social engineering.

Modern workspace security must evolve to meet these threats. It needs to protect users as they interact with AI‑driven tools and applications, prevent sensitive data exposure, and block highly targeted, AI‑generated phishing attacks, particularly through email, before they can cause harm.

The Check Point offering – Workspace Security

We offer services to protect the workspace through the deployment of remote-access enabled, unified, multi-layer security across devices, browsers, email, SaaS apps. With a single console to manage all features and built-in 360° threat prevention, organizations can achieve seamless productivity with uncompromised protection. Through the deployment of our security platform with workspace-optimized features such as browsers security, endpoint security, email security, and SaaS security, users and employees stay safe, data stays secure, and business moves faster.

Our Workspace Security platform includes features such as:

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Check Point Email Security: secures users’ email clients and gives protection for third-party providers such as Microsoft Office 365, Exchange, Google G, among others.

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Check Point Endpoint Security: protects users’ PCs from ransomware, phishing, and malware, and minimizes breach impact with autonomous detection and response capability.

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Check Point Mobile Security: protects employees’ mobile devices against malicious apps and network or operating systems attacks.

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Check Point Browser Security: provides secure, fast, and private web browsing by inspecting all Secure Sockets Layer traffic directly on the endpoint.

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Check Point XDR: provides extended detection, prevention, and response capabilities.

Our strength and leadership in email security sets us apart. We are a recognized leader in the 2025 Gartner® Magic Quadrant™ for Email Security Platforms, reflecting both the maturity of our technology and the trust placed in us by the market. In 2025 alone, we added 20,000 new customers, underscoring our continued growth and relevance.

We significantly elevate user protection through advanced AI capabilities, including GenAI‑driven security awareness training with personalized phishing simulations, as well as AI‑powered mailbox observations that proactively protect against malicious emails while reducing administrative overhead.

In addition, we deliver a truly unified user experience, combined with a defense‑in‑depth approach to phishing, ensuring comprehensive protection across multiple layers rather than reliance on a single control.

3. AI Security- Securing the AI full stack

AI is reshaping the cyber security threat landscape by introducing new risks as organizations rapidly implement AI applications, agents, and adopt the use of GenAI models. These risks include data leakage through the accidental inclusion of sensitive information in AI prompts or the uploading of sensitive data to GenAI or other tools, as well as AI threats such as jail breaking or model inversion and uncontrolled autonomy from agents acting beyond their scope.

We established AI Security as a foundational pillar of our strategy in order to address these emerging and evolving threats. Our end-to-end AI security stack protects employee usage, enterprise applications and agents, and the models, data, and infrastructure that power them.

•

Check Point AI Workforce Security – delivers instant visibility into all sanctioned and shadow AI usage, preventing sensitive data exposure, and enabling safe productivity.

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Check Point AI Agent Security – protects enterprise copilots, chatbots, and agentic systems from prompt injections, jailbreaks, and malicious output while applying real-time guardrails across AI interactions.

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Check Point AI Red Teaming – provides continuous red-teaming, model robustness testing, and compliance readiness for the AI systems that increasingly drive business operations.

Our platform is built from the ground up on security‑native AI models and prevention‑first intelligence, rather than retrofitted analytics. This foundation enables us to stop threats before they materialize, rather than reacting after the fact.

4. Threat Exposure Management – Stopping AI-Era Attacks

Powered by the combined strengths of the recently acquired companies Cyberint Technologies Ltd. and Veriti Security Ltd., coupled with Check Point’s strong visibility, our Threat Exposure Management platform delivers real time situational awareness by unifying threat intelligence, dark web insights, attack surface visibility, exploitability context, and automated remediation.

Using Gartner’s Continuous Threat Exposure Management (“CTEM”) framework, we correlate real‑world attacker behavior with enterprise assets to identify, prioritize, and remediate the exposures that matter most – before attackers can exploit them.

Our security platforms are designed around three core elements:

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Check Point Threat Intelligence - Leveraging Check Point’s extensive global visibility and decades of expertise, we map the attacker ecosystem – tracking active campaigns, exploited CVEs, and high‑risk IOCs, while learning from real‑world attacks.

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Check Point Vulnerability Detection & Prioritization- Automatically discovering your attack surface, misconfigurations, and CVEs – across Check Point scanners and existing tools – we deliver a single, prioritized list of true risks enriched with intelligence and protection context.

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Check Point Safe Remediation - Going beyond prioritization, we safely reconfigure existing security controls to close exposures and block threats with minimal operational friction.

What Sets Us Apart

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Strong intelligence depth, powered by Check Point’s leading visibility and advanced processing, delivering insights that matter.

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End-to-end actionability, combining smart prioritization with automated, safe remediation – reducing mean time to remediate from days to hours and preparing organizations for an era of AI driven attacks.

Overview of Check Point Services:

Check Point offers its customers with end-to-end customized solutions to fortify defenses, optimize threat response, maximize their investment on products with advisory and professional services offering to elevate their cyber posture.

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Managed Services: Comprehensive support for Check Point and third-party systems, delivered with predefined Service Level Agreements (“SLAs”) for a fixed monthly fee.

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Managed Detection and Response (“MDR/MPR”): A fully managed SecOps platform providing access to Check Point analysts, researchers, and incident response resources.

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Incident Response Services: Structured services to address and mitigate security incidents efficiently.

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Security Consulting Services Managed Services: Comprehensive support for Check Point and third-party systems, delivered with predefined Service Level Agreements (“SLAs”) for a fixed monthly fee.

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Security Consulting Services: Expertise in threat exposure management, threat intelligence, and risk assessment.

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Professional Services: End-to-end design, deployment, optimization, and operational support for Check Point solutions.

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Training Services: Programs focused on security awareness and executive training to enhance organizational security maturity.

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Flex Credits: Prepaid service credits offering one year of flexible access to a range of cyber security services.

Check Point Technology Leadership in 2025

During 2025 we were endorsed by market analysts for our leadership position in 28 reports. Below are some of the highlight reviews:

Gartner

Gartner® Magic Quadrant™ Leader for Hybrid Mesh Firewalls becoming the only vendor to be listed as a Leader for the 24th time, 2025

Gartner® Magic Quadrant™ Challenger for Endpoint Protection Platforms, 2025

Gartner® Magic Quadrant™ Leader for Email Security Platforms, 2025

Forrester

The Forrester Wave™: Enterprise Email Security, 2025

The Forrester Wave™: Zero Trust Platform Providers, 2025

Frost & Sullivan

Frost & Sullivan® Radar Leader for Endpoint Security, 2025

Frost & Sullivan® Radar Leader for Secure Access Service Edge, 2025

Frost & Sullivan® Radar Leader for Managed Detection and Response (MDR), 2025

GigaOm

GigaOm® Radar Leader for CIEM Solutions V2.0 2025

GigaOm® Radar Leader for Cloud Workload Security, 2025

GigaOm® Radar Leader for Enterprise Firewall 2025

GigaOm® Radar Leader for Extended Detection & Response (EDR) 2025

GigaOm® Radar Leader for Zero Trust Network Access (ZTNA), 2025

GigaOm® Radar Leader for Anti-Phishing, 2025

Miercom

For the fourth consecutive year, Check Point attained Secure Certification in Miercom Enterprise & Hybrid Mesh Firewall Benchmark Report 2025. Miercom lab tests showed 99.9% malware block rate against Zero+1 Day attacks, 99.7% of phishing attacks, and 98% intrusion prevention for high & critical threats.

Acquisition and other Corporate Information

In February 2026, we acquired 100% of the share capital of Cyclops Security Ltd. a privately held Israeli company and a leader in Cyber Asset Attack Surface Management (“CAASM”).

In February 2026, we acquired 100% of the share capital of Cyata Security Ltd. a privately held Israeli company specializing in discovering, understanding, and governing autonomous AI agents.

In February 2026, we acquired the talent of Rotate Ltd., a privately held Israeli company to drive continued growth and momentum for Workspace solutions within the managed service providers (MSP) sector.

In October 2025, we acquired 100% of the share capital of Lakera AI AG, a privately held Swiss company, a leading AI-native security platforms for Agentic AI applications.

In June 2025, we acquired 100% of the share capital of Veriti Security Ltd., a privately held Israeli company and a provider of a fully automated, multi-vendor pre-emptive threat exposure and mitigation platform.

In February 2025, we entered into a strategic partnership with Wiz Ltd. to address the growing challenges enterprises face securing hybrid cloud environments. This collaboration is intended to bridge the longstanding gap between cloud network security and Cloud Native Application Protection (“CNAPP”) through a deep technological integration and strategic business alliance, delivering an industry-leading unified, holistic security solution.

In September 2024, we acquired 100% of the share capital of Cyberint Technologies Ltd., a privately held Israeli company that specializes in comprehensive external risk management solutions, including the detection and takedown of impersonating website, phishing and social media accounts, as well as stolen credentials and leaked data associated with organizations.

In October 2023, we acquired 100% of the share capital of rmsource Inc., a privately held US-based company and a provider of managed security, cloud and IT services, to expand Infinity Global Services with new managed security services across networks, cloud and security operations.

In September 2023, we acquired 100% of the share capital of Perimeter 81 Ltd., a privately held Israeli company and a leading provider of Zero Trust Network Access (ZTNA) and Secure Service Edge (SSE) software.

In September 2023, we acquired 100% of the share capital of Atmosec Ltd., a privately held Israeli company that specializes in the rapid discovery and disconnection of malicious SaaS applications, preventing risky third-party SaaS communications, and rectifying SaaS misconfigurations.

In February 2022, we acquired 100% of the share capital of Spectral Cyber Technologies Ltd., a privately held Israeli company and key innovator in developer-first security tools designed by developers for developers, to extend our cloud solution.

In September 2021, we acquired 100% of the share capital of Avanan, Inc., a privately-held US-based company providing cloud email security, and the developer of a patented application-programming interface (API) solution to stop email threats before arriving to the inbox (inline), for both internal and external emails using AI based engines.

Further details regarding the material events in the development of our business since the beginning of 2023 are provided in “Item 5 – Operating and Financial Review and Prospects” under the caption “Overview”.

We incorporated as a company under the laws of the State of Israel in 1993 under the name of “Check Point Software Technologies Ltd.” Our registered office and principal place of business is located at 5 Shlomo Kaplan Street Tel Aviv 6789159, Israel. The telephone number of our registered office is 972-3-753-4555. Our company’s website is www.checkpoint.com. The contents of our website are not incorporated by reference into this Annual Report.

This Annual Report is available on our website at www.checkpoint.com. If you would like to receive a printed copy via mail, please contact our Investor Relations department at ir@us.checkpoint.com. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that website is www.sec.gov.

Our agent for service of process in the United States is CT Corporation System, 818 West Seventh Street, Los Angeles, CA 90017 U.S.A.; Tel: 213-627-8252.

Revenues by Category of Activity

The following table presents our revenues for the last three fiscal years by category of activity:

	Year Ended December 31,
	2025		2024		2023
	(in millions)
Category of Activity:
Products and licenses	$	548.2	$	507.9	$	497.4
Security subscriptions	$	1,219.0	$	1,104.2	$	981.2
Software updates and maintenance	$	958.2	$	952.9	$	936.1

Total revenues	$	2,725.4	$	2,565.0	$	2,414.7

For information regarding our revenue by geographic market, please refer to “Item 5 – Operating and Financial Review and Prospects” under the caption “Overview”.

Sales and Marketing

We primarily sell our products and services through a two-tier distribution model; distributors that sell to resellers and to service providers and Managed Security Service Providers (“MSSPs”), who sell to end-customers. We support our channel partners with a dedicated team of experienced sales professionals including account managers, channel managers and sales engineers.

In 2024, we created a demand generation marketing organization focused on the development and conversion of prospect and customer marketing leads to high quality sales leads. In addition to corporate and demand generation marketing, Check Point marketing also includes marketing for products, partners, field promotions, digital promotions, and solutions-oriented thought leadership. In 2025, we continued to invest in sales and marketing resources.

As of December 31, 2025, we had 3,066 employees and subcontractors in our sales and marketing organization, with a majority of them dedicated to presales and marketing support located in various jurisdictions.

Support and Services

We operate a worldwide technical services organization which provides a wide range of services including: (i) technical customer support programs and plans; (ii) professional services in implementing, upgrading and optimizing Check Point products, such as design planning and security implementation; and (iii) certification and educational training on Check Point products.

Our technical assistance centers in the United States, Israel, Canada, Japan, India, China, and Australia offer support worldwide, 24-hour service, seven days per week.

As of December 31, 2025, we had 1,168 employees and subcontractors in our technical services organization.

Research and Product Development

We believe that our future success will depend upon our ability to enhance our existing products, and to develop, acquire and introduce new products to address the increasingly sophisticated needs of our customers.

As of December 31, 2025, we had 2,154 employees and subcontractors dedicated to research and development activities and quality assurance.

Competition

Information concerning competition is provided in “Item 3 – Key Information” under the caption “Risk Factors – Risks Related to Our Business and Our Market – We may not be able to successfully compete, which could adversely affect our business and results of operations”.

Environmental, Social and Governance (“ESG”)

Since our inception, Check Point’s mission has been to make the world a safer place. As a global cyber security provider, the Company views our long-term success as inherently linked to the success of our key stakeholders, and as such, ESG considerations are integrated into our business strategy and operations.

Social Standards:

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Community – Check Point supports charitable giving and employee volunteering programs across the regions in which we operate. Our community engagement and giving policies are governed by the Corporate Responsibility Policy and the Social Investment and Volunteering Statement.

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Human Resources – Human capital is a core asset of our Company. We are committed to promoting an engaging, supportive, and inclusive work environment, free from discrimination and harassment, where our employees can grow and learn together. Our human resources commitments, programs, and policies are governed and implemented through our Social Engagement Policy, Human Rights and Labor Policy, Training and Employee Development Policy, and Modern Slavery and Forced Labor Statement. In 2025, we continued to invest in the personal and professional development of our workforce, while ensuring that all voices, opinions, and outlooks are heard and fairly addressed.

•

Supply Chain – We uphold high social and human rights standards across our supply chain, with the goal of ensuring that the working conditions are safe and that all business operations are conducted ethically. Key suppliers and business partners are asked to comply with the standards of business, labor, environmental, and ethical conduct set out in our Supply Chain and Business Partner Code of Conduct, which is aligned with the Responsible Business Alliance (“RBA”) Code of Conduct guidelines. These standards are further supported by our Supply Chain s Policy.

Environmental Standards:

As a global company, we seek to promote a responsible relationship with the environment. It is our belief that our impact on the environment is predominately related to our products, services, and operations. Our Environmental Policy establishes the framework for compliance with environmental laws and regulations, as well as for identifying, assessing, and managing relevant climate change-related risks and opportunities to our business.

Governance Standards:

II.

Corporate Governance – Relevant ESG governance considerations are integrated into our wider corporate governance structure, alongside our commitment to operating according to standards of responsible business conduct, ethical principles, and a strong corporate governance structure, ensuring that we maintain full accountability, integrity, and transparency in our business practices. Our corporate governance framework is upheld by our Corporate Governance Guidelines, which assist the director and committee members in fulfilling their oversight responsibilities.

III.

ESG Governance – The Nominating, Sustainability, and Corporate Governance Committee of the board is responsible for overseeing our ESG program, including oversight of relevant risks, policies, and programs, conducts ongoing management of ESG matters.

IV.

Ethics – Check Point maintains a comprehensive ethical compliance framework that is applicable to directors, officers, employees, and relevant third parties. Relevant policies and guidelines that guide our company’s ethics include: the Code of Ethics and Business Conduct, which establishes clear standards of behavior and conduct; Anti-Corruption, Bribery, and Money Laundering Policy; Insider Trading Policy; Privacy Policy; Responsible AI Policy; and Whistleblower Procedure. As a global cyber security company, information security and data protection are critical to our operations, supported by a global security framework aligned with recognized industry standards and best practices, including for governance of responsible artificial intelligence principles.

Our annual ESG Report, which provides additional information on our ESG strategy, initiatives, and metrics, is available on our website at https://www.checkpoint.com/about-us/esg/. The ESG Report and the contents of the Company’s website are not incorporated by reference into this Annual Report.

Proprietary Rights

Check Point relies on a combination of copyright and trademark laws, trade secrets, confidentiality procedures and contractual provisions to protect its proprietary rights. Check Point relies on trade secrets and copyright laws to protect its software, documentation, and other written materials. Further, Check Point generally enters into confidentiality agreements with employees, consultants, customers and potential customers, and limits access and distribution of materials and information that the company considers proprietary.

Check Point and its subsidiaries have 158 issued patents in the U.S. and in other regions and 16 pending patent applications worldwide. Our efforts to protect our patent rights and other proprietary rights may not be adequate and our competitors may independently develop technology that is similar. Additional details are provided in “Item 3 – Key Information” under the caption “Risk Factors – Risks Related to Our Business and Our Market – We may not be able to successfully protect our intellectual property rights”.

Effect of Government Regulation on our Business

Information concerning regulation is provided in “Item 5 – Operating and Financial Review and Prospects” under the caption “Taxes on income” and in “Item 10 – Additional Information” under the caption “Israeli taxation, foreign exchange regulation and investment programs”.

Organizational Structure

We are organized under the laws of the State of Israel. We wholly own the subsidiaries listed below, directly or through other subsidiaries, unless otherwise specified in the footnotes below:

NAME OF SUBSIDIARY		COUNTRY OF INCORPORATION
Check Point Software Technologies, Inc.		United States of America (Delaware)
Check Point Software (Canada) Technologies Inc.		Canada
Check Point Software Technologies (Japan) Ltd.		Japan
Check Point Software Technologies (Netherlands) B.V.		Netherlands
Check Point Holding (Singapore) PTE Ltd.		Singapore
Check Point Holding (Singapore) PTE Ltd. – Rep office Indonesia (1)		Singapore
Check Point Holding (Singapore) PTE Ltd. –US, NY Branch (2)		Singapore
Israel Check Point Software Technologies Ltd. China (3)		China
Check Point Holding AB (4)		Sweden
Check Point Software Technologies South Africa PTY. Ltd		South Africa
Check Point Software (Kenya) Limited		Kenya
Check Point Software Technologies B.V Nigeria Ltd. (5)		Nigeria
Check Point Serverless Security Ltd. (6)		Israel
Check Point Email Security Ltd. (7)		Israel
Avanan, Inc.		United States of America (Delaware)
Zone Labs, L.L.C. (8)		United States of America (California)
Check Point Software Technologies (Sweden) AB. (9)		Sweden
Check Point Software Technologies (Sweden) AB. – Dubai Branch (10)		Sweden
Lakera AI AG		Switzerland
Lakera Inc. (11)		United States of America (Delaware)
Veriti Security Ltd. (6)		Israel
Veriti Security Inc. (12)		United States of America (Delaware)
Cyata Security Ltd.		Israel
Cyata Security, Inc. (13)		United States of America (Delaware)
Cyclops Security Ltd.		Israel
Cyclops Security Inc. (14)		United States of America (Delaware)
Cyberint Singapore Pte Ltd. (15)		Singapore
Cyberint Inc. (15)		United States (Delaware)

(1)	Representative office of Check Point Holding (Singapore) PTE Ltd.
(2)	Branch of Check Point Holding (Singapore) PTE Ltd.
(3)	Representative office of Check Point Software Technologies Ltd.
(4)	Subsidiary of Check Point Holding (Singapore) PTE Ltd. (former name: Protect Data AB)
(5)	Subsidiary of Check Point Holding (Singapore) PTE Ltd. and Check Point Yazilim Teknolojileri Pazarlama A.S.
(6)	Under intercompany merger process into Check Point Software Technologies Ltd.
(7)	Subsidiary of Avanan, Inc.
(8)	Subsidiary of Check Point Software Technologies Inc.
(9)	Subsidiary of Check Point Holding AB
(10)	Branch of Check Point Software Technologies (Sweden) AB.
(11)	Subsidiary of Lakera AI AG
(12)	Subsidiary of Veriti Security Ltd.
(13)	Subsidiary of Cyata Security Ltd.
(14)	Subsidiary of Cyclops Security Ltd.
(15)	Under intercompany merger or dissolution process.

Check Point Software Technologies (Netherlands) B.V. acts as a holding company. It wholly owns all or substantially all of the share capital of the principal operating subsidiaries listed below, unless otherwise indicated in the footnotes below:

NAME OF SUBSIDIARY		COUNTRY OF INCORPORATION
Check Point Software Technologies S.A.		Argentina
Check Point Software Technologies (Australia) PTY Limited		Australia
Check Point Software Technologies (Austria) GmbH		Austria
Check Point Software Technologies Belarus LLC (1)		Belarus
Check Point Software Technologies (Belgium)		Belgium
Check Point Software Technologies (Brazil) LTDA		Brazil
Check Point Software Technologies (Hong Kong) Ltd. (Guangzhou office) (2)		China
Hong Kong SAR Check Point Software Technologies (Hong Kong) Ltd. (Shanghai office) (2)		China
Check Point Software Technologies (Czech Republic) s.r.o.		Czech Republic
Check Point Software Technologies (Denmark) ApS		Denmark
Check Point Software Technologies (Finland) Oy		Finland
Check Point Software Technologies Eurl		France
Check Point Software Technologies GmbH		Germany
Check Point Software Technologies (Greece) SA		Greece
Check Point Software Technologies (Hungary) Ltd.		Hungary
Check Point Software Technologies (Hong Kong) Limited		Hong Kong
Check Point Software Technologies India Private Limited		India
Check Point Software Technologies (Italia) S.r.l		Italy
Check Point Software Technologies Mexico S.A. de C.V.		Mexico
Check Point Software Technologies (Beijing) Co., Ltd.		China
Check Point Software Technologies (New Zealand) Limited		New Zealand
Check Point Software Technologies Norway A.S.		Norway
Check Point Software Technologies (Philippines) Inc.		Philippines
Check Point Software Technologies (Poland) Sp.z.o.o.		Poland
CPST (Portugal), Sociedade Unipessoal Lda.		Portugal
Check Point Software Technologies (RMN) SRL		Romania
Check Point Software Technologies (Russia) OOO		Russia
Check Point Software Technologies (Korea) Ltd.		South Korea
Check Point Software Technologies (Spain), S.A.		Spain
Check Point Software Technologies (Switzerland) AG		Switzerland
Check Point Software Technologies (Taiwan) Ltd.		Taiwan
Check Point Yazilim Teknolojileri Pazarlama A.S.		Turkey
Check Point Software Technologies (UK) Ltd.		United Kingdom

(1)	Under dissolution process
(2)	Representative office of Check Point Software Technologies (Hong Kong) Ltd.

Property, Plants and Equipment

As of December 31, 2025, we own our headquarters located in Tel Aviv, Israel and we lease offices in various locations throughout the world. The breakdown in the various geographies (excluding external data centers) is as follows:

Location	Space (square feet)
Israel		380,784	*)
Americas		110,427
Europe, Middle East and Africa		70,643
Asia Pacific		81,359

*) We acquired ownership of our international headquarters located in Tel Aviv, Israel pursuant to a pre-paid 49 year long-term lease on the land with the City of Tel Aviv – Jaffa. No additional payments are due under such long-term lease. Our international headquarters building contains approximately 332,000 square feet of office space. In addition, we lease approximately 48,000 square feet of additional space substantially all in Tel Aviv, Israel and around.

In March 2025, we submitted a tender bid, together with Israel Canada (T.R.) Ltd., an Israeli company publicly traded on the Tel Aviv Stock Exchange (“Israel Canada”), for the long-term prepaid lease of a land lot in Tel Aviv, Israel, which is adjacent to our headquarters in Tel Aviv.

The tender was conducted by the Tel Aviv-Jaffa Municipality and the Israel Electric Company Ltd., and in June 2025 our joint bid with Israel Canada for NIS 818 million (approximately $241 million) plus Israeli VAT, was approved as the winning bid. Our portion of the aggregate purchase price payable pursuant to the bid was NIS 500 million, plus Israeli VAT (total net payment including unrecoverable taxes was approximately $160 million).

We intend to develop the commercial portion of the land lot, a piece of land within walking distance from the Company’s current headquarters in Tel Aviv and connected by a park, to address our expansion plans for the coming years. We expect significant investment to be associated with developing and building the commercial portion of the land. We currently expect the construction of the campus to be completed in 2032.

Principal Capital Expenditures and Divestitures

For more information regarding our principal capital expenditures currently in progress, see “Item 5 – Operating and Financial Review and Prospects” under the caption “Liquidity and Capital Resources”.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

For discussion related to our financial condition, changes in financial condition, and the results of operations for 2024 compared to 2023, refer to Part I, Item 5. Operating and Financial Review and Prospects, in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, which was filed with the U.S. Securities and Exchange Commission on March 17, 2025 and which is hereby incorporated by reference.

The following discussion and analysis is based on our consolidated financial statements including the related notes, and should be read in conjunction with them. Our consolidated financial statements are provided in “Item 18 – Financial Statements”.

Overview

We develop, market and support a wide range of products and services for IT security by offering a multilevel security architecture that defends enterprises’ cloud, network, mobile devices, Endpoints information and IOT solutions. Our solutions operate under a unified security architecture, Infinity, that enables end-to-end security with a single line of unified security gateways and allow a single agent for all endpoint security that can be managed from a single unified management console. This unified management allows for ease of deployment and centralized control and is supported by, and reinforced with, real-time threat intelligence and autonomous security updates. Our products and services are sold to enterprises, service providers, small and medium sized businesses and consumers. Our open platform framework allows customers to extend the capabilities of our products and services with third-party hardware and security software applications. Our products are sold, integrated and serviced by a network of channel partners worldwide.

Our business is subject to the effects of general global economic conditions and, in particular, market conditions in the IT, internet security and data security industries. If general economic and industry conditions deteriorate, demand for our products could be adversely affected.

Information concerning the effect of governmental regulation on our business is provided in “Item 5 – Operating and Financial Review and Prospects” under the caption “Taxes on income” and in “Item 10 – Additional Information” under the caption “Israeli taxation, foreign exchange regulation and investment programs”.

We derive our sales primarily through indirect channels. During each of 2025, 2024 and 2023, we derived approximately 57%, 56%, and 56%, respectively, of our sales from our ten largest channel partners. In 2025, 2024 and 2023, our three largest distributors accounted for approximately 39%, 39% and 40% respectively, of our sales. The following table presents the percentage of total consolidated revenues that we derive from sales in each of the regions shown:

	Year Ended December 31,
	2025			2024			2023
Region:
Americas, principally U.S.		42	%		42	%		43	%
Europe, Middle East and Africa		46	%		47	%		46	%
Asia-Pacific		12	%		11	%		11	%

For information on the impact of foreign currency fluctuations, please refer to “Item 11 – Quantitative and Qualitative Disclosures about Market Risk – Foreign Currency Risk”.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S. GAAP. These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions that we make are reasonable based upon information available to us at the time that these estimates, judgments and assumptions were made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent there are material differences between these estimates, judgments or assumptions and actual results, our consolidated financial statements will be affected. The accounting policies that reflect our more significant estimates, judgments and assumptions and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results, include the following:

•

Revenue recognition;

•

Accounting for income taxes; and

•

Business combination.

In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting among available alternatives would not produce a materially different result. Our senior management has reviewed these critical accounting policies and related disclosures with the audit committee of our board of directors. You can see a summary of our significant accounting policies in Note 2 to our consolidated financial statements, as set forth in Item 18.

Revenue recognition

We derive our revenues mainly from sales of products and licenses, security subscriptions and software updates and maintenance. Our products are generally integrated with software that is essential to the functionality of the product. We sell our products primarily through channel partners including distributors, resellers, Original Equipment Manufacturers (“OEMs”), system integrators and Managed Security Service Providers (“MSSPs”), all of whom are considered end users.

Security subscriptions provide customers with access to its suite of security solutions and is sold as a service.

Software updates and maintenance provide customers with rights to unspecified software product upgrades released during the term of the agreement and include maintenance services to end-user customers, through primarily telephone access to technical support personnel as well as hardware support services.

We recognize revenues under the core principle that transfer of control to our customers should be depicted in an amount reflecting the consideration we expect to receive in revenue. Therefore, we identify a contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to each performance obligation in the contract and recognize revenues when (or as) we satisfy a performance obligation.

We recognize revenues from sales of products and licenses, under Topic 606, upon shipment when control of the promised goods is transferred to the customer, or upon electronic transfer of the Certificate Key to the customer.

We recognize revenues from security subscriptions and software updates and maintenance ratably over the term of the agreement due to the continuous transfer of control to the customer over the period and upon the transfer of services to the customers.

Our arrangements typically contain multiple deliverables, such as products and licenses, security subscriptions and software updates and maintenance, which are generally capable of being distinct and accounted for as separate performance obligations. We evaluated the criteria to be distinct under Topic 606, and concluded that the products and the licenses were distinct and distinct in the context of the contract from the security subscription and the software updates and maintenance, as the customer can benefit from the products and licenses without the services and the services are separately identifiable within the arrangement. We allocate the transaction price to each performance obligation based on relative standalone selling price basis, by using the prices charged for a performance obligation when sold separately.

Deferred revenues represent mainly the unrecognized revenue billed for security subscriptions and for software updates and maintenance. Such revenues are recognized ratably over the term of the related agreement.

We recognize revenues net of estimated amounts that may be refunded for sales returns, rebates, stock rotations and other rights provided to customers on product and service related sales subject to varying limitations. We estimate and record these reductions based on our historical sales returns experience, analysis of credit memo data, rebate plans, stock rotation and other known factors. In each accounting period, we use judgments and estimates to determine potential future sales credits, returns and stock rotation, related to current period revenue. These estimates affect our “revenue” line item on our consolidated statements of income and affect our “deferred revenues” and “accrued expenses and other liabilities” on our consolidated balance sheets.

Accounting for income tax

We are subject to income taxes in Israel, the United States and numerous foreign jurisdictions. Significant judgment is required in evaluating our uncertain tax positions and determining our taxes. Although we believe our reserves are reasonable, no assurance can be given that the final tax outcome of these matters will not be different from that which is reflected in our historical income tax provisions and accruals. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate, or upon lapse of statute of limitations. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made.

Business combination

We apply the provisions of ASC 805, Business Combinations and allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed or incurred, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed or incurred, management makes significant estimates and assumptions, especially with respect to intangible assets.

Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired technology, and customer relationships from a market participant perspective, useful lives and discount rates.

We also apply the provisions of ASU 2021-08, Business Combinations (Topic 805)(“ASU 2021-08”) which requires that we recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”) and that at the acquisition date, we account for related revenue contracts in accordance with ASC 606 as if we had originated the contracts.

Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

Results of Operations

The following table presents information concerning our results of operations in 2025 and 2024:

	Year Ended December 31,
	2025			2024
	(in millions)
Revenues:
Products and licenses	$	548.2		$	507.9
Security subscriptions		1,219.0			1,104.2
Software updates and maintenance		958.2			952.9

Total revenues		2,725.4			2,565.0

Operating expenses (*):
Cost of products and licenses		105.8			97.8
Cost of security subscriptions		90.9			72.6
Cost of software updates and maintenance		132.6			123.9
Amortization of technology		32.5			25.0

Total cost of revenues		361.8			319.3

Research and development		456.7			394.9
Selling and marketing		947.0			862.9
General and administrative		128.8			111.9

Total operating expenses		1,894.3			1,689.0

Operating income		831.1			876.0
Financial income, net		114.0			96.1

Income before taxes on income (tax benefit)		945.1			972.1
Taxes on income (tax benefit)		(111.8	)		126.4

Net income	$	1,056.9		$	845.7

(*)

Including pre-tax charges for stock-based compensation, amortization of intangible assets and acquisition related expenses in the following items:

	Year Ended December 31,
	2025		2024
	(in millions)
Amortization of intangible assets and acquisition related expenses
Amortization of technology	$	32.5	$	25.0
Research and development		4.6		6.5
Selling and marketing		40.1		40.3

Total amortization of intangible assets and acquisition related expenses	$	77.2	$	71.8

Stock-based compensation
Cost of products and licenses	$	0.6	$	0.4
Cost of software updates and maintenance		13.5		8.2
Research and development		76.3		53.1
Selling and marketing		79.8		58.2
General and administrative		35.4		29.8

Total stock-based compensation	$	205.6	$	149.7

The following table presents information concerning our results of operations as a percentage of revenues for the periods indicated:

	Year Ended December 31,
	2025			2024
Revenues:
Products and licenses		20	%		20	%
Security subscriptions		45			43
Software updates and maintenance		35			37

Total revenues		100	%		100	%

Operating expenses:
Cost of products and licenses		4			4
Cost of security subscriptions		3			3
Cost of software updates and maintenance		5			5
Amortization of technology		1			1
Total cost of revenues		13			13
Research and development		17			15
Selling and marketing		35			34
General and administrative		5			4

Total operating expenses		70			66

Operating income		30			34
Financial income, net		5			4

Income before taxes on income (tax benefit)		35			38
Taxes on income (tax benefit)		(4	)		5

Net income		39	%		33	%

Revenues

We derive our revenues mainly from the sale of products and licenses, security subscriptions and software updates and maintenance. Our revenues were $2,725 million in 2025 and $2,565 million in 2024.

Total revenues in 2025 increased by 6% compared to 2024. Product and license revenues were $548 million in 2025 and $508 million in 2024. We continued to deliver increasingly more of our latest security offerings as subscriptions resulting in increased sales of our security subscription packages, including considerable demand for our emerging products portfolio and across all 3 pillars: Hybrid Mesh, Workspace and CTEM . As a result, security subscription revenues increased by $115 million, or 10%, from $1,104 million in 2024 to $1,219 million in 2025. Software updates and maintenance revenues increased by $5 million, or 1%, from $953 million in 2024 to $958 million in 2025, primarily as a result of renewals of existing and sales of new maintenance contracts and professional services.

Cost of Revenues

Total cost of revenues was $362 million in 2025 and $319 million in 2024. Cost of revenues includes cost of product and licenses, cost of security subscriptions and cost of software updates and maintenance and amortization of technology. Our cost of products and licenses includes mainly cost of software and hardware production, packaging and shipping. Our cost of security subscriptions is comprised of costs paid to third parties, hosting and infrastructure costs and cost of customer support related to these services. Our cost of software updates and maintenance include mainly the cost of post-sale customer support.

Cost of products and licenses was $106 million in 2025 and $98 million in 2024.

Cost of security subscriptions was $91 million in 2025 and $73 million in 2024.

Cost of software updates and maintenance was $133 million in 2025 and $124 million in 2024.

In 2025, amortization of technology was $33 million compared to $25 million in 2024. The increase in 2025 is attributed to the acquisitions made during 2025 and 2024.

Research and Development

Research and development expenses were $457 million in 2025 and $395 million in 2024, and represented 17% of revenues in 2025 and 15% of revenues in 2024. Research and development expenses consist primarily of salaries and other related expenses for personnel as well as the cost of our cloud infrastructure expenses.

The $62 million increase in 2025 is primarily a result of an increase in compensation and related expenses for personnel , cloud infrastructure expenses and a $7 million expense related to currency exchange and hedging.

The majority of our personnel engaged in research and development are located in Israel, where compensation-related expenses are paid in Israeli Shekels, while our research and development expenses are reported in U.S. dollars. Therefore, changes to the exchange rate between the Israeli Shekel and the U.S. dollar have affected and may in the future affect our research and development expenses. We have forward contracts to hedge against a certain portion of the exposure mentioned above.

Selling and Marketing

Selling and marketing expenses consist primarily of salaries, commissions, advertising, trade shows, seminars, public relations, co-op activities with partners, travel and other related expenses. Selling and marketing expenses were $947 million in 2025 and $863 million in 2024, which represented 35% of revenues in 2025 and 34% of revenues in 2024.

The net increase of $84 million in selling and marketing costs in 2025 primarily stems from significant investments in partners and marketing programs.

Our selling and marketing expenses worldwide are paid in local currencies and are reported in U.S. dollars. Therefore, changes to the exchange rates between the local currencies and the U.S. dollar have affected, and may in the future affect, our expense level.

General and Administrative

General and administrative expenses consist primarily of salaries and other related expenses for personnel, professional fees, insurance costs, legal and other expenses. General and administrative expenses were $129 million in 2025 and $112 million in 2024 , which represented 5% of revenues in 2025 and 4% of revenues in 2024.

Operating Income Margin

In 2025, our operating margin was 30% compared to 34% in 2024. The decrease in our operating margin was primarily due to an increase in our workforce related expenses, cloud expenses, stock-based compensation expenses and amortization of intangibles expenses in related to our acquisitions.

We may experience future fluctuations or declines in operating margins from historical levels due to several factors, as described above in “Item 3 – Key Information” under the caption “Risk Factors – Risks Related to Our Business and Our Market”.

Financial Income, Net

Net financial income consists primarily of interest earned on cash equivalents, short-term deposits and marketable securities. Net financial income was $114 million in 2025 and $96 million in 2024. As we generally hold debt securities until maturity, our current portfolio’s yield is derived primarily from interest rates and the yield on securities at time of purchase. Since most of our investments are U.S. dollars denominated securities, our net financial income is heavily dependent on prevailing U.S. interest rates changes and the market expectations to such changes. The higher financial income is mainly due to higher reinvestment yield in our investment portfolios in 2025, as well as additional interest income on operational cash. Additionally, in December, 2025, we completed a $2,000 million Convertible Senior Note issuance, while the net cash received during the last month of the year contributed additional interest income. For further risk related to our portfolio see also Item 3, “Risk Factors – Risks Related to Our Business and Our Market – Our cash balances and investment portfolio have been, and may continue to be, adversely affected by market conditions and interest rates”.

Taxes on Income (tax benefit)

Total taxes on income (tax benefit) were $(112) million in 2025 and $126 million in 2024. Our effective tax rate was (12)% in 2025 and 13% in 2024. See Note 12 to our consolidated financial statements for further information on our statutory rates.

Additional details are provided in “Item 10 – Additional Information” under the caption “Israeli taxation, foreign exchange regulation and investment programs” and “Item 3 – Key Information” under the caption “The tax benefits available to us require us to meet several conditions, and may be terminated or reduced in the future, which would increase our taxes”.

Net Income

Net income increased by $211 million to $1,057 million in 2025 compared to $846 million in 2024.

Liquidity and Capital Resources

During 2025 and 2024, we financed our operations through cash generated from operations. Our total cash and cash equivalents, short-term investments and long-term interest bearing investments, were $4,342 million as of December 31, 2025 and $2,784 million as of December 31, 2024. Our cash and cash equivalents and short-term investments were $3,015 million as of December 31, 2025 and $1,372 million as of December 31, 2024. Our long-term interest bearing investments were $1,327 million as of December 31, 2025 and $1,412 million as of December 31,2024. The majority of our financial assets are held and managed through the parent company in Israel and our subsidiaries in Canada and the U.S.

In December 2025, we issued and sold $2.0 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2030 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act (all of which were outstanding as of December 31, 2025).

We generated net cash from operations of $1,199 million in 2025 and $1,052 million in 2024. Net cash from operations for 2025 and 2024 consisted primarily of net income adjusted for non-cash activity. The increase in our cash from operations includes benefit from balance sheet hedging transaction of $51 million, offset by one-time tax settlement payment of $66 million.

Net cash used in investing activities was $680 million in 2025 compared to $24 million in 2024. In 2025, net cash used in investing activities increased compared to 2024, primarily due to higher investment in short term deposit and lease prepayment paid during 2025. Our net cash paid for acquisitions amounted to $273 million in 2025 and $186 million in 2024. Our capital expenditures amounted to $27 million in 2025 and $24 million in 2024, and consisted primarily of computer equipment, software and leasehold improvements.

Net cash provided by financing activities was $752 million in 2025 and net cash used in financing activities was $1,060 million in 2024 . In 2025, net cash provided by financing activities was attributed primarily to the issuance of convertible senior notes in the amount of $1,780 net of issuance costs and net of purchased capped call. Net cash used in financing activities in 2025 and 2024 was also attributed to the repurchase of ordinary shares. Under the repurchase programs, we may purchase our ordinary shares from time to time, depending on market conditions, share price, trading volume and other factors. We repurchased ordinary shares in the amount of $1,400 million in 2025 and $1,300 million in 2024. We re-issued the repurchased shares to settle exercises of options and restricted share unit awards to our employees and directors. Proceeds from such activities were $393 million and $259 million in 2025 and 2024, respectively.

Our investments in marketable securities are classified as AFS. AFS securities are carried at fair value, with the unrealized gains and losses, net of tax, recorded in other comprehensive income (loss). Amortization of premium, discount and interest is recorded in our consolidated statements of income.

Our liquidity could be negatively affected by a decrease in demand for our products and services, or increase in employment costs. Also, if the financial system or the credit markets deteriorate or remain volatile, our investment portfolio may be impacted and the values and liquidity of our investments could be adversely affected.

Our principal sources of liquidity consist of our cash and cash equivalents, short-term bank deposits and marketable securities (which aggregated $4,342 million as of December 31, 2025) and our cash flow from operations. We believe that these sources of liquidity will be sufficient to meet our normal operating requirements during the next 12 months and the foreseeable future and to fund capital expenditures.

Research and Development, Patents and Licenses, etc.

Additional details are provided in this Item 5, under the caption “Results of Operations”.

Trend Information

Additional details are provided in this Item 5, under the caption “Results of Operations”.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors and Senior Management

Our directors and executive officers as of March 15, 2026, were as follows:

Name	Position	Independent Director (1)	Outside Director (2)	Member of Audit Committee	Member of Compensation Committee	Member of NSCG Committee
Gil Shwed	Executive Chair of the Board of Directors
Nadav Zafrir	Chief Executive Officer and Director
Nataly Kremer	Chief Product Officer and Head of Research and Development
Roei Golan	Chief Financial Officer
Itai Greenberg	Chief Revenue Officer
Yoav Chelouche (3)	Lead Independent Director	X	X	X	X
Dafna Gruber	Director	X	X	X	X
Tzipi Ozer-Armon	Director	X		X	X	X
Ray Rothrock	Director	X	X	X	X
Tal Shavit Shenhav	Director	X				X
Jill Smith	Director	X				X
Jerry Ungerman	Director	X

(1)

“Independent Director” under the Nasdaq regulations and the Israeli Companies Law (see explanation below).

(2)

“Outside Director” as required by the Israeli Companies Law (see explanation below).

(3)

“Financial expert” as required by the Israeli Companies Law and Nasdaq requirements with respect to membership on the audit committee (see “Item 16A – Audit Committee Financial Expert”).

Gil Shwed is the founder of Check Point and Executive Chair of the Board of Directors. Mr. Shwed served as the Chief Executive Officer from Check Point’s inception through December 2024, and Mr. Shwed previously served as Chairman of our board of directors until September 2015. Mr. Shwed is considered the inventor of the modern firewall and authored several patents, such as the company’s Stateful Inspection technology. Mr. Shwed has received numerous accolades for his individual achievements and industry contributions, including an honorary Doctor of Science from the Technion – Israel Institute of Technology, an honorary Doctor of Science from Tel Aviv University, the World Economic Forum’s Global Leader for Tomorrow for his commitment to public affairs and leadership in areas beyond immediate professional interests, and the Academy of Achievement’s Golden Plate Award for his innovative contribution to business and technology. Mr. Shwed is the Chairman of the Board of Trustees of the Youth University of Tel Aviv University. Mr. Shwed is a Tel Aviv University Governor and founder of the University’s Check Point Institute for Information Security. He is also Chairman of the Board of Directors of Yeholot Association Founded by the Rashi Foundation whose charter is, among other things, to reduce the dropout rates in high schools. In 2018, Gil was awarded the prestigious Israel Prize for his contributions to the Israeli technology industry.

Nadav Zafrir, Chief Executive Officer of Check Point since December 2024, brings thirty years of experience in management, leadership, and technology innovation, Mr. Zafrir was previously the co-founder and Managing Partner of Team8 Labs Ltd., a global venture group that builds and backs technology companies at the intersection of artificial intelligence, cyber security, data, fin-tech, enterprise software, and infrastructure, since 2014. Prior to founding Team8, Nadav spent 20 years in the Israel Defense Forces. He served as Commander of Unit 8200, Israel’s elite military technology unit, where he established the Israel Defense Forces Cyber Command. Mr. Zafrir was a director of SolarEdge Technologies, Inc. from 2019 until 2025. He holds an LLB from the Interdisciplinary Center Herzliya (IDC) and an Executive MBA from the Kellogg – Recanati program of the Kellogg Graduate School of Business at Northwestern University in Chicago and the Recanati School of Business at Tel Aviv University.

Nataly Kremer, Chief Product Officer and Head of Research and Development since March 2023, oversees all product and technology units and uses her proficiency in delivering network, security, and cloud technologies for large enterprises to meet customer needs. Ms. Kremer brings extensive R&D and leadership experience to Check Point. Ms. Kremer joined the company after 12 years with AT&T Inc. (“AT&T”), where she led its Software and Delivery organization and AT&T’s center in Israel. She holds an MBA and BSc in Computer Sciences and Management from Tel Aviv University. Ms. Kremer is a board member of IBI Investment House Ltd. and a board member of Israel Advanced Technology Industries (“IATI”), where she also holds the role of Head of the ITAI Diversity and Inclusion Group.

Roei Golan, has been serving as Chief Financial Officer of Check Point since 2023, as Acting Chief Financial Officer from October 2022 until May 2023, and as VP Finance from 2021 until November 2022. Mr. Golan oversees Check Point's finance operations, including accounting, business analysis, investor relations, legal, tax and treasury. Mr. Golan has over 15 years of financial experience. Prior to joining Check Point in 2021, Mr. Golan worked at EY for 11 years, where he held the role of Managing Director in the Technology practice. Mr. Golan holds a B.A. in Economics and Accounting and an M.B.A in Finance Management. Mr. Golan is a certified public accountant.

Itai Greenberg, has been serving as Chief Revenue Officer of Check Point since January 2025. Prior to transitioning to his current role, Mr. Greenberg held the roles of Chief Strategy Officer and Head of the Cloud and SASE Businesses, VP Product Management and VP Product Marketing. Mr. Greenberg joined Check Point in 2010, after serving as VP of Product and R&D at EyeClick Ltd. Previously, he held key leadership roles at Microsoft in Windows Security and Mobile divisions. Mr. Greenberg holds a B.Sc. in Information Systems from the Ben-Gurion University.

Yoav Z. Chelouche has served on our board of directors since 2006 and as our Lead Independent Director since December 2024. Mr. Chelouche has also served as one of our outside directors under the Israeli Companies Law since 2006. Mr. Chelouche has been Managing Partner of Aviv Venture Capital (“Aviv”) since August 2000. Before joining Aviv, Mr. Chelouche served as a President and Chief Executive Officer of Scitex Corporation (“Scitex”), a world leader in digital imaging and printing systems, from December 1994 until July 2000. Prior to that, Mr. Chelouche held various managerial positions with Scitex, including VP Strategy and Business Development, VP Marketing and VP Finance for Europe. Mr. Chelouche is a member of the board of directors of a number of private companies. He was also a board member and, until 2015, Co-Chairman of IATI-Israel Advanced Technology Industries, an Israeli nonprofit organization that researches, develops and advocates policies that promote Israel’s high tech ecosystem through activities in training, tuition, business development, public relations and public policy advocacy. Mr. Chelouche is a board member of Tower Semiconductor Ltd., Malam Team Ltd., and until February 2024 served as an external director of the Tel Aviv Stock Exchange (TASE). Mr. Chelouche earned a B.A. in Economics and Statistics from Tel Aviv University, and an M.B.A. from INSEAD University in Fontainebleau, France.

Dafna Gruber has served on our board of directors since 2024 and as one of our outside directors under the Israeli Companies Law. From 2007 to 2015, Ms. Gruber served as Chief Financial Officer of NICE Ltd., a publicly traded company listed on Nasdaq and TASE, where she was responsible, inter alia, for finance, operations, MIS and IT, legal affairs, and investor relations. From 1996 to 2007, Ms. Gruber held various senior finance roles at Alvarion Ltd., then a publicly traded company listed on Nasdaq and TASE, primarily serving as Chief Financial Officer. From 2016 to 2024, Ms. Gruber served as Chief Financial Officer of several private companies, including Netafim Ltd., Aqua Security Ltd., and Clal Industries Ltd. Ms. Gruber currently serves as an Independent or External Director at ICL Group Ltd. and Cellebrite DI Ltd., and previously served as a board member of several publicly traded technology companies. Ms. Gruber is a Certified Public Accountant (CPA) and holds a Bachelor’s degree in Accounting and Economics from Tel Aviv University.

Tzipi Ozer-Armon has served on our board of directors since 2023. Ms. Ozer-Armon serves as the Chief Executive Officer of Lumenis Ltd. since May 2012. Before joining Lumenis, Ms. Ozer-Armon headed the Japanese market activities of Teva Pharmaceutical Industries Ltd. and served as Senior Vice President of Sales and Marketing at SanDisk Corporation. Previously, Ms. Ozer-Armon also served as VP & General Manager of MSystems Ltd. Ms. Ozer-Armon is a director of ICL Group Ltd. and was previously a director of Strauss Group Ltd. Ms. Ozer-Armon holds a B.A. magna cum laude in Economics and an M.B.A. degree majoring in Finance and Marketing from Tel Aviv University and she is an AMP graduate of the Harvard Business School.

Ray Rothrock has served on our board of directors since 1995. Mr. Rothrock has also served as one of our outside directors under the Israeli Companies Law since 2000. Mr. Rothrock is a Partner emeritus at Venrock, a venture capital firm, where he was a member since 1988 and a general partner since 1995. He retired from Venrock in 2013. Presently, Mr. Rothrock is the Chairman of RedSeal, Inc. (“RedSeal”), a cybersecurity analytics company. Mr. Rothrock served as the Chief Executive Officer of RedSeal from February 2014 until May 2020. Mr. Rothrock is a director of Nasdaq-listed Roku, Inc., NYSE-listed Centrus Energy Corp., and a number of private companies. Mr. Rothrock is a member of the Massachusetts Institute of Technology Corporation, and a Trustee of Aerospace Corporation. Mr. Rothrock received a B.S. in Engineering from Texas A&M University, an M.S. from the Massachusetts Institute of Technology and an M.B.A. from the Harvard Business School.

Dr. Tal Shavit Shenhav has served on our board of directors since 2000. Dr. Shavit Shenhav is an organizational consultant specializing in international collaboration between Israeli and American companies, consulting in the management of cultural differences in order to forge effective collaboration. Her work with leading management teams includes the definition of organizational culture as the engine of such company’s activities. Dr. Shavit Shenhav consults with companies undergoing structural change with emphasis on organizational growth through effective mergers and acquisitions and a redefining of management roles in order to meet market changes.

Jill D Smith has served on our board of directors since 2023. Ms. Smith brings more than 25 years of international leadership experience, including 17 years as chief executive officer of private and public companies in the technology and information services markets. Ms. Smith previously served as the President and Chief Executive Officer of Allied Minds plc, an IP commercialization company, from March 2017 through June 2019, and prior to that she served as Chairman, Chief Executive Officer and President of DigitalGlobe Inc., a global provider of satellite imagery products and services. Ms. Smith started her career as a consultant at Bain & Company, Inc., where she rose to become a Partner. She subsequently joined Sara Lee Corporation as Vice President, and went on to serve as President and Chief Executive Officer of eDial, a VoIP collaboration company, and of SRDS, a business-to-business publishing firm. She also served as Chief Operating Officer of Micron Electronics, and co-founded Treacy & Company, a consulting and boutique investment business. Ms. Smith currently serves as a director of MDA Space Ltd., Securitas AB and Evolent Health, Inc. and was previously a director of R1 RCM Inc.

Jerry Ungerman has served on our board of directors since 2005, and served as the chairman of the board of directors from August 2020 through December 2024, after serving as Vice Chairman of our board of directors from 2005 until August 2020. From 2001 to 2005, Mr. Ungerman served as our President and before that, from 1998 until 2000, he served as our Executive Vice President. Prior to joining us, Mr. Ungerman accumulated extensive experience in high-tech sales, marketing and management experience at Hitachi Data Systems (HDS), a data storage company and a member of the Hitachi, Ltd. group. He began his career with International Business Machines Corp. (IBM), a global technology products and services company, after earning a B.A. in Business Administration from the University of Minnesota.

Of the individuals mentioned above, only Gil Shwed owned more than one percent of our outstanding shares as of December 31, 2025. Additional details are provided in this Item 6, under the caption “Share ownership” and in “Item 7 – Major Shareholders and Related Party Transactions”.

Some of our directors are board members of multiple companies, some of which may be technology companies. The board of directors has determined that there are no current conflicts of interest with respect to any of our directors.

The terms of Gil Shwed, Nadav Zafrir, Tzipi Ozer-Armon, Dr. Tal Shavit Shenhav, Jill Smith and Jerry Ungerman will expire at our 2026 annual meeting of shareholders. The term of Ray Rothrock will expire at our 2026 annual meeting of shareholders and the terms of Yoav Chelouche and Dafna Gruber will expire at our 2027 annual meeting of shareholders.

There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any of our directors or members of senior management are elected or appointed.

Compensation of Directors and Officers

The total direct cash compensation that we accrued for our directors and executive officers as a group, including those who left the company during 2025, was approximately $5.4 million for the year ended December 31, 2025. These amounts include $0.5 million that were set aside or accrued to provide for severance and retirement insurance policies in 2025. These amounts do not include amounts accrued for expenses related to business travel, professional and business association dues and other business expenses reimbursed to officers. We do not have any agreements with our director who is also an officer that provide for benefits upon termination of employment, except for severance payments mandated by Israeli law for all employees employed in Israel.

Following is a summary of the salary and benefits paid in 2025 (i) to our five most highly compensated executive officers (referred to as the “Covered Executives”) and (ii) to our non-executive directors.

Cash Compensation

Mr. Nadav Zafrir, Chief Executive Officer. Compensation expenses recorded in 2025 included $451.7 thousands in salary expenses and $107.8 thousands in benefit costs.

Mr. Itai Greenberg, Chief Revenue Officer. Compensation expenses recorded in 2025 included $321.1 thousands in salary expenses and $85.7 thousands in benefit costs.

Mr. Gil Friedrichl, General Manager, Workspace Security. Compensation expenses recorded in 2025 included $318.7 thousands in salary expenses and $146.2 thousands in benefit costs.

Ms. Nataly Kremer, Chief Product Officer. Compensation expenses recorded in 2025 included $339.6 thousands in salary expenses and $86.2 thousands in benefit costs.

Mr. Roi Karo, Chief Strategy Officer. Compensation expenses recorded in 2025 included $276.0 thousands in salary expenses and $69.5 thousands in benefit costs.

The salary expenses summarized above include the gross salary paid to the Covered Executives, and the benefit costs include the social benefits paid by us on behalf of the Covered Executives, including convalescence pay, contributions made by the company to an insurance policy or a pension fund, work disability insurance, severance, educational fund and payments for social security. We also provide our Covered Executives with director and officer (D&O) indemnification, insurance and exculpation to the maximum extent permitted by applicable law, telecommunication and electronic devices and communication expenses, reimbursement of business travel, “runoff” and other insurances, periodic medical examinations, holiday and special occasion gifts, academic and professional studies, and safety, security and protection measures (including, in certain cases, at household premises). We do not lease vehicles for our Covered Executives.

In accordance with the company’s executive compensation policy, we will also pay cash bonuses following compliance with predetermined 2025 performance parameters set by the Compensation Committee and the Board of Directors. The 2025 cash bonus expenses for Mr. Zafrir, Mr. Greenberg, Ms. Kremer and Mr. Karo were $434.6 thousands, $224.6 thousands, $289.7 thousands, and $127.5 thousands, respectively. Mr. Friedrich did not receive a cash bonus for 2025. For the non-U.S. executives, the cash compensation amounts paid were denominated in Israeli Shekels and converted into U.S. Dollars at the exchange rate as of year-end and will be paid in 2026 with respect to compliance with pre-determined 2025 performance metrics.

We currently pay each of our non-executive directors an annual cash retainer of $40.0 thousands for the services provided to our board of directors and an annual cash retainer of $7.5 thousands for each committee membership. In addition, we pay the lead independent director an annual cash retainer of $35.0 thousands, the chair of our audit committee an annual cash retainer of $7.5 thousands and the chair of each of our nominating, sustainability and corporate governance committee and compensation committee an annual cash retainer of $2.5 thousands. Only directors who are not officers receive compensation for serving as directors.

Equity-based Compensation

From time to time, we grant options and other awards under our equity incentive plans (described below) to our executive officers and directors. See Item 10 “Additional Information – Compensation of Executive Officers and Directors; Executive Compensation Policy” for a detailed description of the approval procedures we follow in compensating our directors and executive officers.

Our non-employee directors receive an automatic option grant and are also eligible for discretionary awards under the plans. Each non-employee director who is first elected or appointed to the board of directors is granted an option to purchase 25,000 ordinary shares and restricted share units (RSUs) with a value of $200.0 thousands on the date of the initial election or appointment, vesting in equal annual installments over a four-year period. On the date of each annual general meeting of shareholders, each non-employee director who is to continue to serve as a non-employee director after the annual meeting is granted an option to purchase an additional 5,000 ordinary shares and RSUs with a value of $150.0 thousands, of which 50% vest six months after the grant date, 25% vest nine months after the grant date, and another 25% vest a year after the grant date, provided that the director has served as a non-employee director for at least six months prior to the date of the annual meeting. The directors in office immediately prior to the date of initial appointment or election, or of the annual meeting, as applicable, may determine to reduce the initial or annual grant to all non-employee directors or specific non-employee directors.

During 2025, we granted our executive officers and directors options to purchase an aggregate of approximately 0.38 million shares and approximately 0.35 million RSUs and PSUs under our equity incentive plans. The exercise price of these options range between $191.47-$223.08, and their expiration dates range between February 2032 and September 2032.

All options granted to directors and executive officers in 2025 were granted with an exercise price equal to 100% of the closing price of the ordinary shares on the Nasdaq on the applicable date of grant.

We recorded equity-based compensation expenses in our financial statements for the year ended December 31, 2025, for Mr. Zafrir, Mr. Greenberg, Mr. Friedrich, Ms. Kremer and Mr. Karo of $6.5 million, $5.7 million, $5.5 million, $1.4 million and $1.6 million, respectively. Assumptions and key variables used in the calculation of such amounts are described in Note 2y to our audited consolidated financial statements included in Item 18 of this Annual Report. All equity-based compensation grants to our Covered Executives were made in accordance with the parameters of our company’s executive compensation policy and were approved by the company’s Compensation Committee and Board of Directors, and, in the case of the equity-based compensation granted to Mr. Zafrir, also by the company’s shareholders in accordance with the Israeli Companies Law.

As of December 31, 2025, our executive officers and directors held options to purchase an aggregate of approximately 3.02 million shares and held 0.50 million RSUs and PSUs under our equity incentive plans. The exercise prices of these options range between $114.23 and $223.08, and their expiration dates range between June 2026 and September 2032.

Chief Executive Officer Compensation. Pursuant to the employment agreement of Nadav Zafrir, our Chief Executive Officer, as approved by our Compensation Committee, Board of Directors and the company’s shareholders, Mr. Zafrir is entitled to the following:

Cash Compensation: An annual base salary of NIS 1.44 million (~$0.45 million ), and an annual cash target bonus of NIS 1.5 million (~0.47 million ). The annual cash bonus targets are set annually by the Compensation Committee and the Board in line with Check Point's Executive Compensation Policy and the performance targets specified in the policy. The maximum bonus can reach up to 200% of the annual base salary.

Upon joining Check Point in December 2024, Mr. Zafrir was granted the following equity awards: (i) an RSU award of $4.4 million vesting in four annual installments, with $1.4 million of RSUs vesting after the first year and $1.0 million of RSUs vesting in each of the remaining second, third and fourth years, (ii) a PSU award of $4 million that is subject to achievement of a bookings growth performance criteria set by the Compensation Committee (over a period of four years), and (iii) a stock option award to purchase 123,892 ordinary shares at an exercise price equal to 100% of the last reported closing price of the ordinary shares on the date of grant, vesting gradually over a period of four years (with a Black-Scholes-Merton value of $6 million calculated on the date of grant).

Equity Compensation:

On September 3, 2025, following the approval of our Compensation Committee, Board of Directors and the company's shareholders at the 2025 Annual General Meeting, we granted Mr. Zafrir the following equity awards: (i) an RSU award of $5.0 million vesting in four annual installments, with $2.0 million of RSUs vesting after the first year and $1.0 million of RSUs vesting in each of the remaining second, third and fourth years, (ii) a PSU award of $4 million that is subject to achievement of a bookings and ARR growth performance criteria set by the Compensation Committee (over a period of four years), and (iii) a stock option award to purchase 118,475 ordinary shares at an exercise price equal to 100% of the last reported closing price of the ordinary shares on the date of grant, vesting gradually over a period of four years (with a Black-Scholes-Merton value of $6 million calculated on the date of grant).

In the event Check Point initiates a termination of Mr. Zafrir's employment in his first 24 months (other than for cause)(i.e., prior to December 1, 2026), then 50% of his unvested RSUs and stock options will vest at the end of his employment. In case of death or permanent disability, 100% of Mr. Zafrir's unvested equity awards will vest immediately with any applicable performance conditions deemed to be achieved at target.

Executive Chair Compensation. As approved by our Compensation Committee, Board of Directors and the company’s shareholders at the 2025 Annual General Meeting, Gil Shwed, our founder and Executive Chair of our Board of Directors, was granted options to purchase 170,000 ordinary shares at an exercise price equal to 100% of the closing price of the ordinary shares on the Nasdaq on the date of the grant, vesting gradually over a period of four years. We recorded equity-based compensation expenses in our consolidated financial statements for the year ended December 31, 2025, for Mr. Shwed of $10.7 million. Assumptions and key variables used in the calculation of such amounts are described in Note 2y to our audited consolidated financial statements included in Item 18 of this Annual Report.

In addition, we recorded cash compensation expenses for Mr. Shwed in 2025 of $24.6 thousands in salary expenses, and $24.0 thousands in benefit costs.

Other than as specified in the share ownership table under the caption “Share ownership” below, none of our directors and executive officers holds more than 1% of our outstanding shares.

Board Practices

Our board of directors currently consists of eight members, including three outside directors in accordance with the requirements of the Israeli Companies Law. For more information, see “Outside and Independent Directors” below. Under our articles of association, the number of directors on our board is to be no less than six and no more than twelve. Each director (other than an outside director as described below) is elected to serve until the next annual general meeting of shareholders and until his or her successor has been elected. Each executive officer is elected by the board of directors and serves at the discretion of the board. All of our executive officers and directors, other than non-employee directors, devote substantially all of their working time to our business. There are no family relationships among any of our directors, officers or key employees.

As permitted under the Israeli Companies Law, our articles of association provide that any director may, by written notice to us, appoint another person to serve as an alternate director or may cancel the appointment of an alternate director. Any person eligible to serve as a director, other than a person who is already a director or an alternate director, may act as an alternate director. The term of appointment of an alternate director may be for one meeting of the board, for a specified period of time, a specified meeting or action of the board or until notice is given of the cancellation of the appointment. No director has appointed, and, to our knowledge, no director currently intends to appoint, any other person as an alternate director. We do not have any service contracts with our directors providing for benefits upon termination of service.

Outside and Independent Directors

Outside directors. In accordance with the Israeli Companies Law and the relevant regulations, we must have at least two outside directors who meet the Israeli statutory requirements of independence. At least one of the outside directors is required to have “financial and accounting expertise”, and the other outside director or directors are required to have “professional expertise”, all as defined under the Israeli Companies Law. Our board of directors has determined that each of Yoav Chelouche, Dafna Gruber and Ray Rothrock has “financial and accounting expertise” and each of Dafna Gruber and Ray Rothrock has “professional expertise”.

An outside director serves for a term of three years, which may be extended for additional three-year terms. An outside director can be removed from office only under very limited circumstances. All of the outside directors must serve on the company’s audit committee and compensation committee (including one outside director serving as the chair of the audit committee and the compensation committee), and at least one outside director must serve on each committee of the board of directors. As of December 31, 2025, Yoav Chelouche, Dafna Gruber and Ray Rothrock are our outside directors under the Israeli Companies Law. Yoav Chelouche’s and Dafna Gruber’s term of office will expire in 2027, and Ray Rothrock’s term of office will expire in 2026.

Pursuant to the Israeli Companies Law Regulations, an Israeli company traded on Nasdaq that does not have a “controlling shareholder” (as defined in the Israeli Companies Law) may elect not to appoint Outside Directors to its Board of Directors and not to comply with the Audit Committee and Compensation Committee composition and chairman requirements of the Israeli Companies Law (as described above); provided, that the company complies with the applicable Nasdaq independent director requirements and the Nasdaq Audit Committee and Compensation Committee composition requirements. Accordingly, Check Point is eligible to adopt the relief provided by the amended Israeli regulations. To date, Check Point has not elected to adopt such relief.

Independent directors. The Sarbanes-Oxley Act of 2002, as well as related rules subsequently implemented by the Securities and Exchange Commission and the Nasdaq, requires issuers to comply with various corporate governance practices. Under the rules applicable to us as a foreign private issuer, we are required to have a majority of independent directors within the meaning of the applicable Nasdaq regulations. Our board of directors complies with these requirements by including a majority of members who are independent directors within the meaning of the applicable Nasdaq regulations.

Pursuant to the Israeli Companies Law, an Israeli company whose shares are publicly traded may elect to adopt a provision in its articles of association pursuant to which a majority of its board of directors (or a third of its board of directors in case the company has a controlling shareholder) will consist of individuals complying with certain independence criteria prescribed by the Israeli Companies Law, as well as certain other recommended corporate governance provisions. Although we have not included these provisions in our articles of association because our board of directors already complies with the independence requirements and the corporate governance rules of the Nasdaq, as described below, a majority of our board of directors and all the members of our audit committee, compensation committee and nominating, sustainability and corporate governance committee are directors who comply with the independence criteria prescribed by the Israeli Companies Law.

Our board of directors has determined that each of Yoav Chelouche, Dafna Gruber, Tzipi Ozer-Armon, Ray Rothrock, Tal Shavit Shenhav, Jill Smith and Jerry Ungerman is an independent director under the applicable Nasdaq regulations and the Israeli Companies Law. Our independent directors have regularly held meetings at which only independent directors are present.

Committees of the Board of Directors

Our articles of association provide that the board of directors may delegate all of its powers to committees of the board as it deems appropriate, subject to the provisions of Israeli law. Our board of directors has established an audit committee, a compensation committee and a nominating, sustainability and corporate governance committee.

Audit Committee. Under the Israeli Companies Law, the board of directors of any public company must establish an audit committee. The audit committee must consist of at least three directors, must include all of the outside directors (including one outside director serving as the chair of the audit committee), and a majority of the committee members must comply with the director independence requirements prescribed by the Israeli Companies Law.

The audit committee may not include the chairman of the board, or any director employed by us, by a controlling shareholder or by any entity controlled by a controlling shareholder, or any director providing services to us, to a controlling shareholder or to any entity controlled by a controlling shareholder on a regular basis, or any director whose income is primarily dependent on a controlling shareholder, and may not include a controlling shareholder or any relatives of a controlling shareholder. Individuals who are not permitted to be audit committee members may not participate in the committee’s meetings other than to present a particular issue at the request of the chair of the committee. However, an employee who is not a controlling shareholder or relative may participate in the committee’s discussions but not in any vote, and the company’s legal counsel and corporate secretary (if they are not a controlling shareholder or relative) may participate in the committee’s discussions and votes if requested by the committee.

In addition, the Nasdaq regulations also require us to maintain an audit committee consisting of at least three directors, all of whom must be independent under the Nasdaq regulations applicable to audit committee members and each of whom is financially literate and one of whom has accounting or related financial management expertise. Yoav Chelouche is the chairman of the audit committee. Dafna Gruber, Tzipi Ozer-Armon and Ray Rothrock serve as the other members of our audit committee. Following the filing of this Annual Report, Ms. Gruber will assume the role of Chair of the Audit Committee and replace Mr. Chelouche. The audit committee has adopted a written audit committee charter as required by the Nasdaq regulations.

The audit committee’s duties include providing assistance to the board of directors in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions. In this respect the audit committee approves the services performed by our independent accountants and reviews their reports regarding our accounting practices and systems of internal accounting controls. The audit committee also oversees the audits conducted by our independent accountants and takes those actions, as it deems necessary, to satisfy itself that the accountants are independent of management. Under the Israeli Companies Law, the audit committee is also required to monitor whether there are any deficiencies in the administration of our company, including by consulting with the internal auditor and independent accountant, to review, classify and approve related party transactions and extraordinary transactions, to review the internal auditor’s audit plan and to establish and monitor whistleblower procedures.

Under the Israeli Companies Law, a meeting of the audit committee is properly convened if a majority of the committee members attend the meeting and, in addition, a majority of the attending committee members are independent directors within the meaning of the Israeli Companies Law, and include at least one outside director.

Compensation Committee. Under the Israeli Companies Law, the board of directors of any public company must establish a compensation committee. The compensation committee must consist of at least three directors, include all of the outside directors (including one outside director serving as the chair of the compensation committee), and a majority of the committee members must comply with the director independence requirements prescribed by the Israeli Companies Law.

Similar to the rules that apply to the audit committee, the compensation committee may not include the chairman of the board, or any director employed by us, by a controlling shareholder or by any entity controlled by a controlling shareholder, or any director providing services to us, to a controlling shareholder or to any entity controlled by a controlling shareholder on a regular basis, or any director whose primary income is dependent on a controlling shareholder, and may not include a controlling shareholder or any of its relatives. Individuals who are not permitted to be compensation committee’s members may not participate in the committee’s meetings other than to present a particular issue; provided, however, that an employee that is not a controlling shareholder or its relative may participate in the committee’s discussions but not in any vote. The company’s legal counsel and corporate secretary may participate in the committee’s discussions and votes if requested by the committee.

In addition, the Nasdaq rules also require us to maintain a compensation committee consisting of at least two independent directors. Each of the members of the compensation committee is required to be independent under Nasdaq rules relating to compensation committee members, which are different from the general test for independence of board and committee members. Each of the members of our compensation committee satisfies those requirements. Yoav Chelouche is the chairman of the compensation committee. Dafna Gruber, Tzipi Ozer-Armon and Ray Rothrock serve as the other members of our compensation committee. The compensation committee has adopted a written compensation committee charter.

The compensation committee’s duties include recommending to the board of directors a compensation policy for executives and monitor its implementation, approve compensation terms of executive officers, directors and employees affiliated with controlling shareholders, make recommendations to the board of directors regarding the issuance of equity incentive awards under our equity incentive plans, and exempt certain compensation arrangements from the requirement to obtain shareholder approval under the Israeli Companies Law.

Nominating, Sustainability and Corporate Governance Committee. The nominating, sustainability and corporate governance committee identifies prospective board candidates, recommends nominees for election to our board of directors, develops and recommends board member selection criteria, considers committee member qualification, supervises the selection and composition of committees of our board of directors, provides oversight in the evaluation of our board of directors and each committee, oversees our policies, programs and strategies related to environmental, social and governance (ESG) matters and develops and recommends to the board a set of corporate governance guidelines. Jill Smith is the chairman of the nominating, sustainability and corporate governance committee. Tzipi Ozer-Armon and Tal Shavit Shenhav serve as the other members of our nominating, sustainability and corporate governance committee. The nominating, sustainability and corporate governance committee has adopted a written nominating committee charter.

Employees

As of December 31, 2025, we had 6,825 employees, as well as 354 subcontractors (336 subcontractors in 2024, 277 subcontractors in 2023). Over the past three years, the number of our employees by geographic area was as follows:

	As of December 31,
	2025		2024		2023
Function:
Israel		2,944		2,874		2,672
Rest of the World		3,881		3,795		3,778
Total		6,825		6,669		6,450

We are subject to Israeli labor laws and regulations with respect to our Israeli employees. The Israeli labor laws differ materially from U.S. labor laws and, in some cases, impose material obligations on us (such as severance pay and mandatory cost of living increases). We are also subject to the labor laws and regulations of other jurisdictions in the world where we have employees.

Share Ownership

The following table shows information regarding beneficial ownership by our directors and executive officers as of February 28, 2026. Beneficial ownership is determined in accordance with rules of the Securities and Exchange Commission.

All information with respect to the beneficial ownership of any principal shareholder has been furnished by such shareholder and, unless otherwise indicated below, we believe that persons named in the table have sole voting and sole investment power with respect to all of the shares shown as beneficially owned, subject to community property laws, where applicable. All shares shown as beneficially owned have identical rights in all respects. The shares beneficially owned by the directors include the shares owned by their family members to which such directors disclaim beneficial ownership.

The share numbers and percentages listed below are based on shares outstanding as of February 28, 2026.

Name	Number of shares beneficially owned (1)(5)		% of class of shares (2)			Title of securities covered by the options, RSUs and PSUs	Number of options, RSUs, and PSUs (3)		Exercise price of options		Date of expiration of options
Gil Shwed		26,492,908		25.03	%(4)	Ordinary shares		1,622,500	$	122.12 - $173.21	08/02/2027 – 10/30/2031
All directors and officers as a group (12 persons including Mr. Shwed)(5)		27,030,338		25.43	%	Ordinary shares		2,057,008	$	114.23-$216.86	06/18/2026 – 09/02/2032

(1)

The number of ordinary shares shown includes shares that each shareholder has the right to acquire pursuant to stock options that are exercisable and RSUs and PSUs that vest within 60 days after February 28, 2026.

(2)

If a shareholder has the right to acquire shares by exercising stock options or has RSUs and PSUs (as determined in accordance with footnote (1)), these shares are deemed outstanding for the purpose of computing the percentage owned by the specific shareholder (that is, they are included in both the numerator and the denominator), but they are disregarded for the purpose of computing the percentage owned by any other shareholder.

(3)

Number of options immediately exercisable or exercisable and RSUs and PSU that vest within 60 days from February 28, 2026.

(4)

The share amount and holding percentage includes unexercised stock options. Without such unexercised stock options, the 24,870,408 issued ordinary shares held by Gil Shwed represented 23.86% of the outstanding ordinary shares and voting rights as of February 28, 2026.

(5)

For information regarding the share ownership of each of our directors and executive officers, please refer to Item 7.A. “Major Shareholders and Related Party Transactions—Major Shareholders”.

Equity Incentive Plans

The following table summarizes our equity incentive plans, which have outstanding awards as of December 31, 2025:

Plan	Outstanding options, RSUs & PSUs		Options outstanding exercise price		Date of expiration of options	Options exercisable
2005 United States Equity Incentive Plan		1,024,515	$	105.65-$191.47	06/18/2026-09/02/2032		166,960
2005 Israel Equity Incentive Plan		5,158,816	$	114.23-$223.08	02/05/2026-09/03/2032		1,913,805
Dome9 Equity Incentive Plan		226	$	12.99	12/21/2027		226

In 2005, we adopted our 2005 United States Equity Incentive Plan and our 2005 Israel Equity Incentive Plan, which were subsequently amended in January 2014, July 2018, August 2020 and August 2023. We refer to the plans, as amended, as the U.S. Equity Plan and the Israel Equity Plan, and, together, as the Equity Plans.

Number of Ordinary Shares Reserved for Future Grants under the Equity Plans

Following the amendments to the Equity Plans in July 2018, commencing December 31, 2018, on 31, December of each year, the number of Reserved and Authorized Shares (as defined below) under both Equity Plans together shall be automatically reset on such date to equal 10% of the sum of (i) the number of ordinary shares issued and outstanding on such date and (ii) the number of ordinary shares reserved and authorized under the Equity Plans for outstanding awards granted under the Equity Plans as of such date (provided, however, that in no event shall the number of Reserved and Authorized Shares be less than the number of ordinary shares reserved and authorized under the Equity Incentive Plans for outstanding awards granted under the Equity Incentive Plans as of such date). The number of “Reserved and Authorized Shares” under the Equity Plans shall equal the sum of (i) the number of ordinary shares reserved and authorized under the Equity Plans for outstanding awards granted under the Equity Plans as of such date, and (ii) the number of ordinary shares reserved, authorized and available for issuance under the Equity Plans on such date.

Accordingly, as of December 31, 2025, the number of Reserved and Authorized Shares under both Equity Plans together was reset to equal 11,178,565.

As of December 31, 2025, options to purchase 3,128,875 ordinary shares were outstanding under the Equity Plans and the Dome9 Equity Incentive Plan combined. The option exercise prices of the outstanding options as of December 31, 2025 range between $12.99 and $223.08 per share. As of December 31, 2025, 3,054,682 RSUs and PSUs were outstanding under the Equity Plans combined.

Administration

Both Equity Plans are administered by our board of directors or a committee of our board. The compensation committee of our board of directors currently operates as the administrator of the Equity Plans. The administrator has full power to determine the persons to whom awards shall be granted and the other terms of the awards granted, including (a) the number of shares subject to each award, (b) the duration of the related award agreement, (c) the time, manner and form of payment upon the exercise of an award, and (d) other terms and provisions governing the awards. The administrator also establishes the vesting schedule of awards that are granted.

2005 United States Equity Incentive Plan, as Amended

Awards. The U.S. Equity Plan provides for the following kinds of awards, which we refer to generically as awards: (i) Incentive Stock Options (ISOs), (ii) Non-statutory Stock Options (NSOs), (iii) Restricted Stock, (iv) RSUs, (v) Performance Shares, (vi) Performance RSUs (“PSUs”) and (vii) Deferred Stock Units. All of these awards can vest based on time or performance milestones.

Granting of options, price and duration. Our U.S. Equity Plan provides that each option will expire on the date stated in the notice of grant, which will not be more than seven years from its date of grant (or five years, in the case of an ISO granted to a person who on the date of grant owns 10% or more of our voting power). The exercise price of an option cannot be less than 100% of the fair market value per share on the date of grant (or 110% of the fair market value, in the case of an ISO granted to a person who on the date of grant owns 10% or more of our voting power). The administrator will fix the period within which the award can be exercised and the exercise price. No option award can vest until at least six months after the grant date.

Granting of awards, other than options, and price. The administrator can determine the conditions that must be satisfied, which typically will be based principally or solely on the recipient’s continuing to provide services to us, but conditions may also include a performance-based component. We can issue ordinary shares under grants of Restricted Stock, RSUs, Performance Shares and PSUs upon payment of their nominal value. No such award can vest until at least one year after the grant date. Deferred Stock Units consist of Restricted Stock, RSUs, Performance Shares, or PSUs that the administrator permits to be paid out in installments or on a deferred basis.

2005 Israel Equity Incentive Plan, as Amended

Awards. The Israel Equity Plan provides for the following kinds of awards, which we refer to generically as awards: (i) “Approved 102 Options/Shares”, which are grants to directors, employees and officers that are eligible for favorable tax treatment in Israel and which must be held by a trustee for a minimum period as prescribed by Israeli law; (ii) “Non-approved 102 Options/Shares”, which are grants of options or shares that are not eligible for favorable tax treatment in Israel and which may be held directly by the participants; (iii) Restricted Stock; (iv) RSUs; (v) Performance Shares; (vi) PSUs; and (vii) Deferred Stock Units. All of these awards can vest based on time or performance milestones.

Trustee. A trustee designated by our board of directors and approved by the Israel Tax Authority must hold any shares allocated or issued upon exercise of Approved 102 Options or other shares subsequently received following any realization of rights, including bonus shares (stock dividends), for at least the period of time specified by Section 102 of Israel’s Income Tax Ordinance.

Granting of options, price and duration. Our Israel Equity Plan provides that each option will expire on the date stated in the option agreement, which will not be more than seven years from its date of grant. The exercise price of an option cannot be less than 100% of the fair market value per share on the date of grant. The administrator will fix the period within which the award can be exercised and the exercise price. No option award can vest until at least six months after the grant date.

Change of control arrangements. Upon a change of control of us, if the acquirer refuses to assume or provide substitute awards, then the administrator of the equity plans, which is currently the compensation committee of our board of directors, can either terminate all unvested awards or accelerate the vesting period of any award under our Equity Plans. The administrator also has the authority to accelerate the vesting of the ordinary shares subject to outstanding awards held by our directors, officers and employees in connection with the subsequent termination of some officers’ employment following a change of control event.

Dome9 Security Ltd. 2011 Share Option Plan and the 2016 Equity Incentive Subplan

In connection with our acquisition of Dome9 Security Ltd. in October 2018, we assumed certain outstanding Dome9 share options under the Dome9 Security Ltd. 2011 Share Option Plan and the 2016 Equity Incentive Subplan, or the Dome9 Equity Plan, which were converted into options to purchase 47,816 of our ordinary shares.

As of December 31, 2025, options to purchase 226 ordinary shares were outstanding under the Dome9 Equity Plan on that date. The single outstanding grant under this plan has a term of ten years, expiring in December 2027, and an option exercise price of $12.99 per share. No further options can be granted under the Dome9 Equity Plan.

Employee Stock Purchase Plans

In 1996, we adopted an Employee Stock Purchase Plan, which was subsequently amended and restated in 2015, and further amended in June 2019, July 2020, January 2024 and September 2025. We refer to the Employee Stock Purchase Plan, as amended and restated, as the US ESPP, and the Employee Stock Purchase Plan (Non-U.S. Employees), as the Non-US ESPP, and together with the US ESPP, as the “ESPPs”. The ESPPs permit employees to purchase ordinary shares through payroll deductions.

As of February 28, 2026, 586,872 ordinary shares were available under the US ESPP and 1,057,896 ordinary shares were available under the Non-US ESPP.

Each ESPP has six-month offering periods, with purchases occurring in January and July. Each of the ESPPs will terminate on the earliest of (i) the last business day in January 2036, (ii) when no more shares are available for issuance under the applicable ESPP, or (iii) when all purchase rights under the applicable ESPP are granted or exercised in connection with a “Corporate Transaction” as defined in the applicable ESPP.

An eligible employee can purchase ordinary shares at a price of 85% of the fair market value of the ordinary shares at the beginning of the six-month offering period (or 85% of the fair market value of the ordinary shares on the semi-annual purchase date, if that is lower). Each eligible employee can elect to purchase ordinary shares under the ESPP in an amount of up to 15% of the employee’s compensation, but not more than 1,250 shares per participant on any purchase date. Employees may terminate their participation in the ESPP at any time during the offering period, and participation ends automatically on termination of employment with us. Each outstanding purchase right will be exercised immediately prior to our merger or consolidation with another company. Our board of directors may amend or terminate each of the ESPPs immediately after the close of any purchase date.

Disclosure of a Registrant’s Action to Recover Erroneous Awarded Compensation

None.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

The following table sets forth information with respect to the beneficial ownership of our shares as of February 28, 2026 by:

•

each person or entity known by us to own beneficially more than 5% of our outstanding shares;

•

each of our directors and executive officers individually; and

•

all of our executive officers and directors as a group.

The beneficial ownership of ordinary shares is determined in accordance with the rules of the SEC and generally includes any ordinary shares over which a person exercises sole or shared voting or investment power, or the right to receive the economic benefit of ownership. The percentage of shares beneficially owned is based on 104,232,799 ordinary shares outstanding as of February 28, 2026. We have deemed our ordinary shares subject to stock options that are currently exercisable or exercisable within 60 days of February 28, 2026 or issuable pursuant to RSUs and PSUs that are subject to vesting and performance conditions expected to be satisfied within 60 days of February 28, 2026 to be outstanding and to be beneficially owned by the person holding the stock option, RSU or PSU for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

All of our shareholders, including the shareholders listed below, have the same voting rights attached to their ordinary shares. See Exhibit 2.1 of the Annual Report. None of our principal shareholders nor our directors and executive officers have different or special voting rights with respect to their ordinary shares. Unless otherwise noted below, each shareholder’s address is Check Point Technologies Ltd., 5 Shlomo Kaplan Street, Tel Aviv 6789159, Israel.

Name of Beneficial Owner	Number of Shares Beneficially Held		Percentage of Class
Directors and Executive Officers:
Gil Shwed (1)		26,492,908		25.03	%
Nadav Zafrir (2)		44,288		*
Yoav Chelouche (3)		86,116		*
Dafna Gruber (4)		9,430		*
Tzipi Ozer- Armon (5)		34,832		*
Tal Shavit (6)		86,116		*
Ray A Rothrock (7)		60,284		*
Jerry Ungerman (8)		98,666		*
Jill D Smith (9)		22,382		*
Roei Golan		5,559		*
Nataly Kremer		4,552		*
Itai Greenberg (10)		85,205		*
All executive officers and directors as a group (12 persons)		27,030,338		25.43	%
Other 5% Shareholder:
Massachusetts Financial Services Company (11)		7,937,229		7.61	%

__________

* Less than 1%.

(1)

Shares beneficially owned consist of 24,870,408 shares and outstanding options to purchase 1,622,500 shares that are exercisable within 60 days of February 28, 2026. Without such unexercised stock options, the 24,870,408 issued ordinary shares held by Mr. Shwed represented 23.86% of the outstanding ordinary shares and voting rights as of February 28, 2026.

(2)	Shares beneficially owned consist of 13,315 shares and 30,973 shares issuable pursuant to outstanding options that are exercisable within 60 days of February 28, 2026.

(3)	Shares beneficially owned consist of 3,225 shares and 82,891 shares issuable pursuant to outstanding options that are exercisable within 60 days of February 28, 2026.

(4)	Shares beneficially owned consist of 289 shares and 9,141 shares issuable pursuant to outstanding options that are exercisable within 60 days of February 28, 2026.

(5)	Shares beneficially owned consist of 3,191 shares and 31,641 shares issuable pursuant to outstanding options that are exercisable within 60 days of February 28, 2026.

(6)	Shares beneficially owned consist of 3,225 shares and 82,891 shares issuable pursuant to outstanding options that are exercisable within 60 days of February 28, 2026.

(7)	Shares beneficially owned consist of 2,393 shares and 57,891 shares issuable pursuant to outstanding options that are exercisable within 60 days of February 28, 2026.

(8)	Shares beneficially owned consist of 15,775 shares and 82,891 shares issuable pursuant to outstanding options that are exercisable within 60 days of February 28, 2026.

(9)	Shares beneficially owned consist of 1,991 shares and 20,391 shares issuable pursuant to outstanding options that are exercisable within 60 days of February 28, 2026.

(10)	Shares beneficially owned consist of 49,407 shares and 35,798 shares issuable pursuant to outstanding options that are exercisable within 60 days of February 28, 2026.

(11)

As of December 31, 2025, based on information contained in a Schedule 13G/A filed by Massachusetts Financial Services Company with the Securities and Exchange Commission on January 28, 2026. The address for Massachusetts Financial Services Company is 111 Huntington Avenue, Boston, Massachusetts 02199.

According to our transfer agent, as of December 31, 2025, there were 84 holders of record of our ordinary shares in the United States, representing approximately 79.82% of our outstanding shares. The number of record holders in the United States is not representative of the number of beneficial holders nor is it representative of where such beneficial holders are resident since many of these ordinary shares were held by brokers or other nominees.

We are not controlled by another corporation or by any foreign government, directly or through any other entity. Each of our outstanding ordinary shares has identical rights in all respects.

ITEM 8. FINANCIAL INFORMATION

Consolidated Financial Statements

You can find our financial statements in “Item 18 – Financial Statements”.

Dividend policy

We currently do not intend to distribute any amounts as dividend in the near-term. During 2013, we entered into a settlement agreement with the Israel Tax Authority, resulting in the full release of the profits we generated under the Israeli Law for the Encouragement of Capital Investments (the “Investment Law”) through the year ended December 31, 2011 (known in Israel as “trapped profits”), provided that in accordance with the Investment Law and the regulations thereunder, during the five years commencing 2013, we were obligated to meet certain conditions which included investment in (i) production assets (as defined therein), (ii) research and development activities in Israel and (iii) employment payments for certain new employees (other than office holders) added after 2011. We believe we met those conditions. For amounts that will be distributed as dividends from the non-trapped earnings, we will be exempt from additional taxes.

Legal Proceedings

We operate our business in various countries and accordingly attempt to utilize an efficient operating model to structure our tax payments based on the laws in the jurisdictions in which we operate. The breadth of our operations can cause disputes between us and various tax authorities in different parts of the world. In particular, following audits of the Company’s 2016–2020 corporate tax returns, the Israeli Tax Authority (the “ITA”) issued orders for the years 2016 through 2019 challenging our positions on several issues and demanded the payment of additional taxes in the aggregate amount of NIS 536 million (approximately $158 million), not including an amount of NIS 476 million (approximately $140 million) related to expenses that will be deductible in future years, with respect of these four tax years (these amounts include interest and indexation up to the tax settlement’s payment date, i.e. 31 July 2025). On November 29, 2023, the Company filed an appeal to the District Court of Tel Aviv against these orders.

In addition, the ITA issued tax assessment for the 2020 tax year in which it demanded the payment of additional taxes in the aggregate amount of NIS 94 million (approximately $28 million), not including an amount of NIS 106 million (approximately $31 million) related to expenses that will be deductible in future years, with respect to the 2020 tax year (these amounts include interest and indexation up to the tax settlement’s payment date, i.e. 31 July 2025). On December 31, 2023 we submitted a tax appeal against the 2020 tax assessment to the ITA.

We are the defendant in various other lawsuits, including employment-related litigation claims, lease termination claims and other legal proceedings in the normal course of our business. Litigation and governmental proceedings can be expensive, lengthy and disruptive to normal business operations, and can require extensive management attention and resources, regardless of their merit. While we currently intend to defend the aforementioned matters vigorously, we cannot predict the results of complex legal proceedings, and an unfavorable resolution of a lawsuit or proceeding could materially adversely affect our business, results of operations and financial condition.

ITEM 9. THE OFFER AND LISTING

Our ordinary shares are traded publicly on the Nasdaq under the symbol “CHKP” and on the Frankfurt Stock Exchange under the symbol “CPW”.

ITEM 10. ADDITIONAL INFORMATION

We were incorporated in Israel in July 1993, and we are registered with the Israeli Registrar of Companies as public company number 52-004282-1.

The objectives and purposes stated in our memorandum of association are to engage in any lawful activity. We develop, market and support a wide range of products and services for IT security, and offer our customers an extensive portfolio of network security, endpoint security, data security and management solutions. A broad range of our network security solutions operate under a unified security architecture, with central management and enforcement of security policy, and with centralized real-time security updates. Our products and services are sold to enterprises, service providers, small and medium-sized businesses and consumers.

Articles of Association and Israeli Companies Law

The following is a summary of the material provisions of our articles of association and related provisions of the Israeli Companies Law. For the complete text of our articles of association, see “Item 19 – Exhibits”.

Description of shares

Our authorized share capital consists of the following: (i) 500,000,000 ordinary shares, NIS 0.01 nominal value; (ii) 5,000,000 preferred shares, NIS 0.01 nominal value; and (iii) 10 deferred shares, NIS 1.00 nominal value.

Please refer to Exhibit 2.1 for Items 10.B.3, B.4, B.5, B.6, B.7, B.8, B.9 and B.10.

Approval of certain transactions; obligations of directors, officers and shareholders

Officers and directors. The Israeli Companies Law codifies the fiduciary duties that office holders, which under the law, includes our directors and executive officers, owe to a company.

Fiduciary duties. An office holder’s fiduciary duties consist of a duty of loyalty and a duty of care.

The duty of loyalty requires an office holder to act in good faith and for the benefit of the company, including to avoid any conflict of interest between the office holder’s position in the company and personal affairs, and proscribes any competition with the company or the exploitation of any business opportunity of the company in order to receive personal advantage for himself or herself or for others. This duty also requires an office holder to reveal to the company any information or documents relating to the company’s affairs that the office holder has received due to his or her position as an office holder. A company may approve any of the acts mentioned above; provided, however, that all the following conditions apply: the office holder acted in good faith; neither the act nor the approval of the act prejudices the good of the company; and the office holder disclosed the essence of his or her personal interest in the act, including any substantial fact or document, in a reasonable time before the date for discussion of the approval. A director is required to exercise independent discretion in fulfilling his or her duties and may not be party to a voting agreement with respect to his or her vote as a director. A violation of these requirements is deemed a breach of the director’s duty of loyalty.

The duty of care requires an office holder to act with a level of care that a reasonable office holder in the same position would employ under the same circumstances. This includes the duty to use reasonable means to obtain information regarding the advisability of a given action submitted for his or her approval or performed by virtue of his or her position and all other relevant information material to these actions.

Disclosure of personal interest. The Israeli Companies Law requires that an office holder promptly disclose to the company any personal interest that he or she may have and all related material information or documents known to him or her, in connection with any existing or proposed transaction by the company. “Personal interest,” as defined by the Israeli Companies Law, includes a personal interest of any person in an act or transaction of the company, including a personal interest of his relative or of a corporation: (i) in which that person or a relative of that person holds 5% or more of the shares, a holder of 5% or more of the voting rights, or a director or general manager, or (ii) in which he or she has the right to appoint at least one director or the general manager, and includes shares for which the person has the right to vote pursuant to a power-of-attorney. “Personal interest” does not apply to a personal interest stemming merely from holding shares of the company.

The office holder must immediately make the disclosure of his or her personal interest and no later than the first meeting of the company’s board of directors that discusses the particular transaction. This duty does not apply to the personal interest of a relative of the office holder in a transaction unless it is an “extraordinary transaction”. The Israeli Companies Law defines an “extraordinary transaction” as a transaction that is not in the ordinary course of business of a company, or that is not on market terms, or which is likely to have a material impact on the company’s profitability, assets or liabilities. The Israeli Companies Law defines a “relative” as a spouse, sibling, parent, grandparent, descendant and the descendant, sibling or parent of a spouse, as well as the spouse of any of the foregoing.

Approvals. The Israeli Companies Law provides that a transaction with an office holder or a transaction in which an office holder has a personal interest requires the board approval, unless the transaction is an extraordinary transaction or the articles of association provide otherwise. The transaction shall not be approved if it is adverse to the company’s interest. If the transaction is an extraordinary transaction, or if it concerns exculpation, indemnification, insurance or compensation of an office holder, then the approval of the company’s compensation committee and the board of directors is required, except if the compensation arrangement is an immaterial amendment to an existing compensation arrangement of an officer who is not a director (in which case the approval of the compensation committee is sufficient). Exculpation, indemnification, insurance or compensation of a director or the Chief Executive Officer also requires shareholder approval.

A person who has a personal interest in a matter that is considered at a meeting of the board of directors or the audit committee generally may not attend that meeting or vote on that matter, unless a majority of the board of directors or the audit committee also has a personal interest in the matter or if such person is invited by the chairman of the board of directors or audit committee, as applicable, to present the matter being considered. If a majority of the board of directors has a personal interest in the transaction, all directors may attend that meeting and vote, and a shareholder approval would be required as well.

Shareholders. The Israeli Companies Law imposes the same disclosure requirements described above on a controlling shareholder of a public company that it imposes on an office holder. For this purpose, a “controlling shareholder” is defined as any shareholder who has the ability to direct the company’s actions, including any shareholder holding 25% or more of the voting rights, if no other shareholder owns more than 50% of the voting rights in the company. Two or more shareholders with a personal interest in the approval of the same transaction are deemed to be one shareholder.

Under the Israeli Companies Law, a shareholder has a duty to act in good faith toward the company and the other shareholders, and to refrain from abusing his or her power in the company, which includes, among other things, voting in the general meeting of shareholders on the following matters:

•

any amendment to the articles of association,

•

an increase of the company’s authorized share capital,

•

a merger, or

•

approval of interested party transactions that require shareholder approval.

In addition, any controlling shareholder, any shareholder who can determine the outcome of a shareholder vote, and any shareholder who can appoint or prevent the appointment of an office holder under the company’s articles of association, is under a duty to act with fairness towards the company. The Israeli Companies Law provides that a breach of the duty of fairness will be governed by the laws governing breach of contract. The Israeli Companies Law does not describe the substance of this duty.

Compensation of Executive Officers and Directors; Executive Compensation Policy

In accordance with the Israeli Companies Law, we have adopted a compensation policy for our executive officers and directors. The purpose of the policy is to describe our overall compensation strategy for our executive officers and directors and to provide guidelines for setting their compensation, as prescribed by the Israeli Companies Law. In addition, according to the Israeli Companies Law, the policy must be reviewed and readopted at least once every three years.

The adoption of the compensation policy requires the approval of the compensation committee, the board of directors and our shareholders, in that order. The shareholder’s approval must include the majority of shares voted at the meeting. In addition to the majority vote, the shareholder approval must satisfy either of two additional tests:

•

the majority includes at least a majority of the shares voted by shareholders other than our controlling shareholders or shareholders who have a personal interest in the adoption of the compensation policies; or

•

the total number of shares held by non-controlling shareholders and disinterested shareholders that voted against the adoption of the compensation policies, does not exceed 2% of the aggregate voting rights of our company.

In accordance with the Israeli Companies Law, our policy was last readopted in September 2025 by the compensation committee, the board of directors and our shareholders.

Under the Israeli Companies Law, the compensation arrangements for officers (other than the Chief Executive Officer) who are not directors require the approval of the compensation committee and the board of directors; provided, however, that if the compensation arrangement is not in compliance with our executive compensation policy, the arrangement may only be approved by the compensation committee and the board of directors for special reasons to be noted, and the compensation arrangement shall also require a special shareholder approval. If the compensation arrangement is an immaterial amendment to an existing compensation arrangement of an officer who is not a director and is in compliance with our executive compensation policy, the approval of the compensation committee is sufficient.

Arrangements regarding the compensation of the Chief Executive Officer and directors require the approval of the compensation committee, the board and the shareholders, in that order. In certain limited cases, the compensation of a new Chief Executive Officer who is not a director may be approved without approval of the shareholders.

Clawback Policy

In 2023, we adopted a Clawback Policy in compliance with the SEC rules and Nasdaq listing standards to recover any excess incentive-based compensation from current and former executive officers after an accounting restatement.

A copy of the Clawback Policy is filed as exhibit 97.1 to this Annual Report.

Indemnification and insurance of directors and officers; limitations on liability

Our articles of association allow us to indemnify, exculpate and insure our office holders to the fullest extent permitted under the Israeli Companies Law.

Under the Israeli Companies Law, we may indemnify an office holder for any of the following liabilities or expenses that they may incur due to an act performed or failure to act in his or her capacity as our office holder:

•

Monetary liability imposed on the office holder in favor of a third party in a judgment, including a settlement or an arbitral award confirmed by a court.

•

Reasonable legal costs, including attorneys’ fees, expended by an office holder as a result of an investigation or proceeding instituted against the office holder by a competent authority, provided that such investigation or proceeding concludes without the filing of an indictment against the office holder, and either:

•

no financial liability was imposed on the office holder in lieu of criminal proceedings, or

•

financial liability was imposed on the office holder in lieu of criminal proceedings, but the alleged criminal offense does not require proof of criminal intent.

•

Reasonable legal costs, including attorneys’ fees, expended by the office holder or for which the office holder is charged by a court:

•

in an action brought against the office holder by us, on our behalf or on behalf of a third party,

•

in a criminal action in which the office holder is found innocent, or

•

in a criminal action in which the office holder is convicted, but in which proof of criminal intent is not required.

A company may indemnify an office holder in respect of these liabilities either in advance of an event or following an event. If a company undertakes to indemnify an office holder in advance of an event, the indemnification, excluding litigation expenses, must be limited to foreseeable events in light of the company’s actual activities when the company undertook such indemnification, and reasonable amounts or standards, as determined by the board of directors.

A company may obtain insurance for an office holder against liabilities incurred in his or her capacity as an office holder. These liabilities include: a breach of duty of care to the company or a third party including a breach arising out of negligence of the office holder; and a breach of duty of loyalty and any monetary liability imposed on the office holder in favor of a third party. A company may also exculpate an office holder from a breach of duty of care in advance of that breach. Our articles of association provide that the exculpation can be made, either in advance or retroactively, to the extent permitted under Israeli law. A company may not exculpate an office holder from a breach of duty of loyalty towards the company or from a breach of duty of care concerning dividend distribution or a purchase of the company’s shares by the company or other entities controlled by the company.

Under the Israeli Companies Law, a company may indemnify or insure an office holder against a breach of duty of loyalty only to the extent that the office holder acted in good faith and had reasonable grounds to assume that the action would not prejudice the company. In addition, a company may not indemnify, insure or exculpate an office holder against a breach of duty of care if the act or omission were committed intentionally or recklessly (excluding mere negligence), or with the intent to derive an unlawful personal gain, or for a fine or forfeit levied against the office holder in connection with a criminal offense.

We have resolved to indemnify our directors and officers, to the extent permitted by law and by our articles of association, for liabilities not covered by insurance, that are of certain enumerated types of events, and subject to limitations as to amount.

We have also entered into indemnification, insurance and exculpation agreements with our directors and officers undertaking to indemnify, insure and exculpate them to the full extent permitted by the Israeli Companies Law.

Charitable Contributions

Our articles of association authorize the company to contribute reasonable amounts to worthy causes. In accordance with our charitable contribution policy, we contribute from time to time to various worthy causes.

During 2025, the list of entities to which we contributed included, among others, the Tel Aviv University, Yeholot Association and Hostages and Missing Families Forum. Gil Shwed, our founder and Executive Chair, is a Governor of the Board of Governors of Tel Aviv University, the Chairman of the Board of Trustees of the Youth University of Tel Aviv University, the founder of Tel-Aviv University’s Check Point Institute for Information Technology and the Chairman of the Board of Directors of Yeholot Association Founded by the Rashi Foundation whose charter is, among other things, to reduce the dropout rates in high schools.

Borrowing power

Our articles of association grant broad powers to the board of directors to have us borrow, repay borrowings, make guarantees and grant security interests in borrowings.

Material Contracts

Summaries of the following material contracts are included in this annual report in the places indicated below:

Indenture, dated as of December 8, 2025, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee, and Form of 0% Convertible Senior Notes due 2030 (See Note 10 to our audited consolidated financial statements included in Item 18 of this Annual Report).

Agreement, dated July 2, 2025, between Tel Aviv-Jaffa Municipality, Israel Electric Company Ltd., Check Point Software Technologies Ltd. and Israel Canada Shelf 3, Limited Partnership and Long-Term Lease Agreement, dated July 2, 2025, between Tel Aviv-Jaffa Municipality, Check Point Software Technologies Ltd. and Israel Canada Shelf 3, Limited Partnership (See Item 4 “Information on Check Point – Property, Plants and Equipment).

Israeli Taxation, Foreign Exchange Regulation and Investment Programs

The following is a summary of the principal Israeli tax laws applicable to us, the Israeli Government programs from which we benefit, and Israeli foreign exchange regulations. This section also contains a discussion of material Israeli tax consequences to our shareholders who are not residents or citizens of Israel. This summary does not discuss all aspects of Israeli tax law that may be relevant to a particular investor in light of his or her personal investment circumstances, or to some types of investors subject to special treatment under Israeli law. Examples of investors subject to special treatment under Israeli law include residents of Israel, traders in securities, or persons who own, directly or indirectly, 10% or more of our outstanding voting capital, all of whom are subject to special tax regimes that are not covered in this discussion. Some parts of this discussion are based on new tax legislation that has not been subject to judicial or administrative interpretation. The discussion should not be construed as legal or professional tax advice and does not cover all possible tax consequences.

You are urged to consult your own tax advisor as to the Israeli and other tax consequences of the purchase, ownership and disposition of our shares, including, in particular, the effect of any non-Israeli, state or local taxes.

General corporate tax structure in Israel

Taxable income of Israeli companies is subject to tax at the rate of 23% since 2018.

However, as discussed below, the rate is effectively reduced for income derived from our Technological preferred enterprise and from Special Technological Preferred Enterprise beginning 2024 onwards.

Law for the Encouragement of Capital Investments, 1959 (“Investment Law”)

Among other changes, the new Law includes Amendment 73 to the Investment Law (“Amendment 73”). Amendment 73 prescribes special tax tracks for technological enterprises. One of the tracks is for Technological preferred enterprise—an enterprise for which total consolidated revenues of its parent company and all subsidiaries are less than NIS 10 billion. A technological preferred enterprise, as defined in the Law, which is located in the center of Israel will be subject to tax at a rate of 12% on profits deriving from intellectual property. “Special Preferred Technological Enterprise” (with consolidated annual revenue of its group is at least NIS 10 billion), as defined by the Investment Law, is entitled to a reduced tax rate of 6% on its preferred technological income, regardless of the place the company’s technology preferred enterprise is located. The special tax tracks under Amendment 73 are subject to rules issued by the Minister of Finance. On May 1, 2017, the Israeli Finance Minister signed tax regulations implementing the OECD’s “nexus approach,” a base erosion and profit shifting (BEPS) requirement for intellectual property (IP) preferential tax regimes. The proposed regulations are subject to approval by the Parliament’s Finance Committee. On May 16, 2017 the Knesset Finance Committee approved the regulations effective as of January 1, 2017.

The benefits available to a Preferred Enterprise are conditioned upon terms stipulated in the Investment Law and the related regulations. If we do not fulfill these conditions, in whole or in part, the benefits can be cancelled, and we may be required to refund the benefits in an amount linked to the Israeli consumer price index plus interest. We believe that our Special Preferred Technological Enterprise program currently operates, in compliance with all applicable conditions and criteria, but we cannot assure you that it will continue to do so.

We have derived, and expect to continue to derive, a substantial portion of our operating income from our Special Preferred Technological enterprise. We are, therefore, eligible for reduced tax rates for an unlimited period.

To prepare our consolidated financial statements, we estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our potential tax exposure together with assessing temporary differences resulting from the differing treatment of certain items for tax and accounting purposes.

These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheet.

Reduced income under the Investment Law including the Preferred Enterprise/Technological preferred enterprise Regime will be freely distributable as dividends, subject to a 15% or 20% withholding tax (or at lower rate, under an applicable tax treaty). However, upon the distribution of a dividend from Preferred/ Technological preferred Income to an Israeli company, no withholding tax will be remitted.

Our tax assessments through the 2020 tax year are considered final.

See also Item 3 “Key Information – Risk factors” – Risks Related to Our Business and Our Market – We are the defendants in various lawsuits and have been subject to tax disputes and governmental proceedings, which could adversely affect our business, results of operations and financial condition”.

Foreign Exchange Regulations

Under the Foreign Exchange Regulations, an Israeli company calculates its tax liability in U.S. dollars according to certain orders. The tax liability, as calculated in U.S. dollars is translated into NIS according to the exchange rate as of December 31 of each year.

Dividends, if any, paid to the holders of our shares, and any amounts payable upon our dissolution, liquidation or winding up, as well as the proceeds of any sale in Israel of our shares to an Israeli resident, may be paid in non-Israeli currency. If these amounts are paid in Israeli currency, they may be converted into freely repatriable U.S. dollars at the rate of exchange prevailing at the time of conversion. In addition, the statutory framework for the potential imposition of exchange controls has not been eliminated, and may be restored at any time by administrative action.

Equity Based Compensation

The Israeli tax legislation enables a company to grant options/shares through one of three tax tracks:

(a) the income tax track through a trustee pursuant to which the employee pays income tax rate (according to the marginal tax rate of the employee), up to 47% tax in 2023, 2024 and in 2025, plus payments to the National Insurance Institute and health tax on the profit gained upon the earlier to occur of the transfer of the options/shares or the underlying shares from the trustee to the employee or the sale of the options/shares or the underlying shares by the trustee, and the company may deduct expenses pertaining to the options/shares for tax purposes. The shares/options (or upon their exercise, the underlying shares), must be held by a trustee for a period of 12 months commencing from the date of which the options/shares were issued and deposited with the trustee.

(b) the capital gains tax track through a trustee pursuant to which the employee pays capital gains tax at a rate of 25% on the capital profit portion and marginal tax rate (including payments to the National Insurance Institute and health tax) on the income portion (in general, the income portion is the profit derived from the difference between the average market value of the share 30 days before the allotment date and the exercise price of the option/share) upon the earlier to occur of the transfer of the options/shares or the underlying shares from the trustee to the employee or the sale of the options/shares or the underlying shares by the trustee. (On the capital profit, the employee is not required to make payments to the National Insurance Institute and health tax). In this track, on the capital profit, we may not deduct expenses pertaining to the options/shares for tax purposes but may do so on the income portion. The shares/options (or upon their exercise, the underlying shares), must be held by a trustee for a period of 24 months commencing from the date of which the options/shares were issued and deposited with the trustee (with respect to options/shares granted before January 1, 2006, a period of 30 months commencing from the date of which the options/shares were granted or a period of 24 months commencing from the date of which the options/shares were issued and deposited with the trustee, whichever route is selected).

(c) the income tax track without a trustee pursuant to which the employee pays income tax rate (according to the marginal tax rate of the employee up to 47% in 2023, 2024 and in 2025, plus payments to the National Insurance Institute and health tax on the profit at the allotment date, and pays capital gains tax at a rate of 25% or 30% on the capital profit upon the sale of the underlying shares/shares, and we may not deduct expenses pertaining to the capital gain for tax purposes but may deduct expenses pertaining to the profit at the allotment date.

In addition, subject to the provisions of an applicable tax treaty, individuals who are subject to tax in Israel (whether any such individual is an Israeli resident or non-Israeli resident) are also subject to an additional tax at a rate of 3% on annual taxable income (including, but not limited to, dividends, interest and capital gain) exceeding NIS 721,560 for 2024 and for 2025 (the “Additional Tax”) which amount is linked to the annual change in the Israeli consumer price index. Additionally, effective from January 1, 2025, such individuals will also be subject to an additional surtax of 2% which will apply exclusively to their annual taxable income derived exclusively from capital sources income (including from dividend distribution) exceeding NIS 721,560 (the “Surtax”).

In accordance with the provisions of the Israeli Tax Ordinance, if a company has selected the capital gains track, the company must continue granting options/shares under the selected capital gains track until the end of the year following the year in which the first grant of options/shares under that trustee track will be made.

We implement the capital gain track on RSUs, PSUs and stock options granted to our employees and directors and the income tax track without a trustee on our ESPP.

Notwithstanding the above, the company may at any time also grant options/shares under the provisions of the income tax track without a trustee.

The above rules apply only to employees, including officeholders but excluding controlling shareholders.

Controlling shareholders will be taxable under section 3(i) to the tax ordinance, according to which, the individual pays income tax rate (according to the marginal tax rate of the individual, up to 47% plus the Additional Tax if the individual’s annual taxable income exceeded NIS 721,560 in 2024 and in 2025 as well as Surtax in 2025 as described above on the profit upon the sale of the underlying shares/shares.

Taxation of Non-Israeli Subsidiaries

Non-Israeli subsidiaries are generally taxed based upon tax laws applicable in their countries of residence. In accordance with the provisions of Israeli-controlled foreign corporation rules, certain income of a non-Israeli subsidiary, if the subsidiary’s primary source of income is passive income (such as interest, dividends, royalties, rental income or income from capital gains), which are subject to tax at a rate which does not exceed 15% in the foreign corporation’s jurisdictions may be deemed distributed as a dividend to the Israeli parent company and consequently is subject to Israeli taxation. This tax regime will not apply where the subsidiary’s dividend income is derived from taxable profits that were subject to tax exceeding 15%. An Israeli company that is subject to Israeli taxes on such deemed dividend income of its non-Israeli subsidiaries may generally receive a credit for non-Israeli income taxes paid by the subsidiary in its country of residence.

Taxation of Non-Israeli Shareholders on Receipt of Dividends

Under Israeli tax law, a distribution of dividends from income attributable to an Approved Enterprise, Privileged Enterprise, Preferred Enterprise, Technological preferred enterprise or Special Technological preferred enterprise will be subject to tax in Israel at the rate of 15%/20%, which is withheld and paid by the company paying the dividend (,(apply on Approved Enterprise or Privileged Enterprise which are not considered Foreign Investors Company only if the dividend is distributed during the benefits period or within the following 12 years). However, if the dividend is attributable partly to income derived from an Approved, Privileged or Preferred Enterprise, and partly to other sources of income, the withholding rate will be a blended rate reflecting the relative portions of the two types of income. Any distribution of dividends from income that is not attributable to an Approved Enterprise, Privileged Enterprise Preferred Enterprise, Technological preferred enterprise or Special Technological preferred enterprise will be subject to tax in Israel at the rate of 25% (or to a reduced tax rate if is distributing to a foreign shareholder based on an applicable tax treaty), except that dividends distributed to an individual who is deemed “a substantial shareholder” will be subject to tax at the rate of 30% ( or at a lower rate based on an applicable tax treaty).

Under the United States-Israel tax treaty, the maximum tax on dividends paid to a holder of shares of our capital stock who is a United States resident is 25%.

Dividends received by a United States company that holds at least 10% of our voting rights, will be subject to withholding tax at the rate of 12.5% or 15%, depends on the nature of the taxable income, provided that certain other conditions in the tax treaty are met. Dividends distributed to other foreign shareholders may be subject to different withholding tax rates based on the applicable tax treaty.

A non-resident of Israel who has interest or dividend income derived from or accrued in Israel, from which tax was withheld at the source, is generally exempt from the duty to file tax returns in Israel in respect of such income, provided such income was not derived from a business conducted in Israel by the taxpayer.

Capital Gains Taxes Applicable to Non-Israeli Shareholders

According to Israeli domestic tax law, capital gains from the sale of our shares by non-Israeli shareholders (including United States residents) are exempt from Israeli taxation under the Israeli domestic tax law, provided that the capital gain is not derived from a permanent establishment in Israel.

United States Federal Income Tax Considerations

The following discussion describes certain material U.S. federal income tax considerations relating to the direct or indirect ownership or disposition of our shares by a shareholder who is:

•

An individual citizen or resident (as defined for U.S. federal income tax purposes) of the United States;

•

A domestic partnership;

•

A corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States or any of its states;

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An estate, if the estates income is subject to U.S. federal income taxation; or

•

A trust, if a U.S. court is able to exercise primary supervision over its administration and one or more U.S. persons (e.g., a U.S. citizen, resident, or corporation) have the authority to control all of its substantial decisions or the trust has a valid election in effect under U.S. Treasury Regulations to be treated as a “United States person”.

We refer to any of the above as a “U.S. Shareholder”.

This discussion is based on the provisions of the U.S. Internal Revenue Code of 1986, as amended, referred to as the “Code”, U.S. Treasury Regulations promulgated under the Code and administrative and judicial interpretations of the Code, all as in effect as of the date of this Annual Report. This discussion generally considers only U.S. Shareholders who will hold our shares as capital assets (within the meaning of Section 1221 of the Code).

This summary discussion does not address tax considerations applicable to a U.S. Shareholder that may be subject to special tax rules including, without limitation, the following:

•

Aspects of U.S. federal income taxation relevant to U.S. Shareholders by reason of their particular circumstances (including potential application of the alternative minimum tax);

•

U.S. Shareholders subject to special treatment under the U.S. federal income tax laws, such as banks, financial institutions, insurance companies, broker-dealers or traders in securities;

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U.S. Shareholders that are tax-exempt organizations and pension funds;

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U.S. Shareholders that are former citizens or long-term residents of the United States;

•

U.S. Shareholders that are partnerships or entities treated as partnerships or other pass-through entities and persons who own our shares through such entities, and non-U.S. individuals or entities;

•

U.S. Shareholders that are real estate investment trusts or regulated investment companies;

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U.S. Shareholders who own 10% or more of our outstanding shares (by vote or value), either directly or constructively ;

•

U.S. Shareholders who hold our shares as part of a hedging, straddle, integrated, or conversion transaction;

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U.S. Shareholders who acquire their shares of our capital stock in a “compensatory transaction”;

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U.S. Shareholders whose “functional currency” for U.S. federal income tax purposes is not the U.S. dollar; and

•

Any aspect of U.S. estate, gift, state, or local tax law, or any non-U.S. tax law.

The following summary does not address all of the tax consequences of owning or disposing of our shares to you based on your individual tax circumstances. Accordingly, you should consult your own tax advisor as to the particular tax consequences to you of owning or disposing of our shares, including the effects of applicable state, local, or non-U.S. tax laws and possible changes in the tax laws.

Dividends Paid on the Company’s Shares

Subject to the discussion below under “Passive Foreign Investment Company Status,” a U.S. Shareholder, as defined above, may be required to include in gross income the amount of any distributions made with respect of our shares (and any Israeli taxes withheld on such distributions) to the extent that the distributions are paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. We do not calculate earnings and profits under United States federal income tax principles.

Certain non-corporate U.S. Shareholders may qualify for preferential rates of taxation with respect to dividends on our capital stock if the dividends are “qualified dividend income”. Qualified dividend income generally includes dividends paid by a U.S. corporation or a “qualified foreign corporation”. A non-U.S. corporation, such as ours, generally will be considered to be a qualified foreign corporation if (i) our shares are readily tradable on an established securities market in the United States, or (ii) we are eligible for the benefits of a comprehensive U.S. income tax treaty determined to be satisfactory to the U.S. Department of the Treasury for purposes of this provision and which includes an exchange of information provision. The U.S. Department of the Treasury and the Internal Revenue Service have determined that the United States-Israel tax treaty (the “Treaty”) is satisfactory for this purpose. In addition, our shares are listed on the Nasdaq. However, no assurance can be given that our shares will be considered readily tradable on an established securities market in the future. The reduced rates do not apply unless certain holding period requirements are satisfied, nor do they apply to dividends received from a passive foreign investment company (a “PFIC”) (see discussion below). The information returns, reporting the dividends paid to U.S. Shareholders, will identify the amount of dividends eligible for the reduced rates.

U.S. Income Tax Treatment of Dividends

Any distributions in excess of earnings and profits will be treated first as non-taxable return of capital, reducing a U.S. Shareholder’s tax basis in our shares to the extent of the distributions, and then as capital gain from a sale or exchange of our shares. Any capital gain so realized will generally be taxable to the U.S. Shareholder as either long-term or short-term capital gain depending upon whether the U.S. Shareholder has held our shares for more than one year as of the time such distribution is received. Our dividends will generally not qualify for the dividends received deduction available to corporations. Any cash distribution paid in Israeli Shekels will equal the U.S. dollar value of the distribution, calculated based on the spot exchange rate in effect on the date of the distribution, regardless of whether the foreign currency is converted into U.S. dollars at that time. Any foreign currency gain or loss a U.S. Shareholder realizes on a subsequent conversion of foreign currency into U.S. dollars will be U.S. source ordinary income or loss.

Credit for Israeli Taxes

Subject to the PFIC rules discussed below and certain conditions and limitations, a U.S. Shareholder of an Israeli corporation may be eligible for a foreign tax credit to offset a portion of the U.S. tax liability assessed on Israeli sourced income when repatriated to the United States. The U.S. Internal Revenue Code provides a foreign tax credit limitation on the amount of foreign tax credits that may be used during each taxable year. This limitation requires detailed knowledge of the mechanics of the rules prescribed in the Code and the supporting regulations. Under no circumstances, can foreign tax credits be used to offset a U.S. tax assessment on U.S. source income, and the credit may not exceed the U.S. tax assessment on foreign income.

Certain U.S. Treasury Regulations that apply to non-U.S. taxes paid or accrued in taxable years beginning on or after December 28, 2021 restrict the availability of any such foreign tax credit based on the nature of the tax imposed by the non-U.S. jurisdiction (although Notice 2023-55, as extended and modified by Notice 2023-80, provides temporary relief from the application of certain aspects of these regulations for taxable years ending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or guidance)).

A U.S. Shareholder may elect to claim a foreign tax credit on its U.S. federal income tax return for foreign taxes paid or accrued, alternatively, the U.S. Shareholder may elect to claim a deduction for Israeli income tax withheld or paid, but only if the shareholder elects to do so for all foreign income taxes of the same year. Special rules for determining a U.S. Shareholder ’s foreign tax credit limitation apply in the case of qualified dividend income. Rules similar to those concerning adjustments to the foreign tax credit limitation to reflect any capital gain rate differential also apply to any qualified dividend income. The rules relating to foreign tax credits are complex and each U.S. Shareholder should consult his, her, or its own tax advisor to determine whether and if such U.S. Shareholder would be entitled to this credit.

Sale, Exchange, or Other Disposition of Our Shares

Subject to the PFIC rules discussed below, the sale or exchange of our shares would generally result in the recognition of capital gain or loss for the U.S. Shareholder. The amount of gain or loss is the difference between the U.S. dollar value of the amount realized on the sale or exchange and the tax basis in our shares. If a U.S. Shareholder’s holding period for our shares exceeds one year at the time of the disposition, the amount of the shareholder’s gain or loss generally will be long-term capital gain or loss. Long-term capital gains of non-corporate U.S. Shareholders realized upon a sale or exchange of shares generally will be eligible for a preferential rate of taxation. The deductibility of capital losses may be subject to limitation. Gain or loss recognized by a U.S. Shareholder on a sale or exchange of shares generally will be treated as U.S. source income or loss for U.S. foreign tax credit purposes. Accordingly, in the event any Israeli tax (including withholding tax) is imposed upon such sale or other disposition, a U.S. Shareholder may not be able to utilize foreign tax credits unless such U.S. Shareholder has foreign source income or gain in the same category from other sources. Moreover, there are special rules under the Treaty, which may impact a U.S. Shareholder’s ability to claim a foreign tax credit. U.S. Shareholders are urged to consult their own tax advisor regarding the ability to claim a foreign tax credit and the application of the Treaty to such U.S. Shareholder’s particular circumstances.

Additional Tax on Investment Income

U.S. Shareholders that are individuals, estates or trusts and whose income exceeds certain thresholds may be subject to a 3.8% tax on all or a portion of their “net investment income”, including, among other things, dividends on and capital gains from the sale or other disposition of our shares, subject to certain limitations and exceptions.

Passive Foreign Investment Company Status

Based upon our income, assets and activities, we believe that we are not currently, and have not been in prior years, a passive foreign investment company for U.S. federal income tax purposes. We do not currently anticipate that we will be a PFIC for any subsequent year. We would be classified as a PFIC if, for any taxable year, either:

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75% or more of our gross income in the taxable year is passive income, or

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50% or more of the average percentage of our assets held during the taxable year produce or are held for the production of passive income.

For this purpose, passive income includes, but is not limited to, dividends, interest, royalties, rents, annuities and the excess of gain over losses from the disposition of assets that produce passive income.

If we were a PFIC for any taxable year during which you held shares as a U.S. Shareholder and you did not timely elect to treat us as a “qualified electing fund” under Section 1295 of the Code or elect to mark our shares to market, you would be subject to special tax rules that have a penalizing effect on the receipt of an “excess distribution” on our shares. Generally, a distribution is considered an excess distribution to the extent it exceeds 125% of the average annual distributions in the prior three years (or, if shorter, your holding period of our shares before the taxable year). You would also be subject to special tax rules that have a penalizing effect on the gain from the disposition of our shares, including the treatment if any such gain as ordinary income, not capital gain.

A U.S. Shareholder may be able to mitigate certain adverse tax consequences of holding shares in a PFIC by making a “qualified electing fund”, “deemed sale” or “mark-to-market” election. However, these elections require specific conditions to be met, for example, as a U.S. Shareholder you may make a qualified electing fund election only if we agree to furnish certain tax information annually. We do not presently prepare or provide this information, and this information may not be available to you if we are subsequently determined to be a PFIC.

The mark-to-market election is available only for “marketable stock”. Generally, stock that is regularly traded on a national securities exchange that is registered with the SEC, including the Nasdaq (on which our shares are listed), or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. While our shares are currently listed and traded on Nasdaq, no assurance can be given that our shares will be treated as marketable stock. U.S. Shareholders should consult their tax advisors regarding the availability and tax consequences of a mark-to-market election with respect to your shares under their particular circumstances.

A number of specific rules and requirements apply to a U.S. Shareholder under any of the elections available to owners of a PFIC. You are advised to consult your tax advisor concerning these elections.

Information Reporting and Back up Withholding

Dividend payments and proceeds from the sale or disposal of shares may be subject to information reporting to the Internal Revenue Service and possible U.S. federal withholding tax. However, withholding taxes may not apply to a holder, in the event they furnish a valid taxpayer identification number or certificate of foreign status and makes any other required certification, or who is otherwise exempt from withholding (for example, a corporation). Amounts withheld as withholding taxes may be credited against a U.S. Shareholder’s federal income tax liability.

Other Reporting Requirements

Certain U.S. Shareholders who are individuals are required to report information relating to an interest in our shares, subject to certain exceptions (including an exception for shares held in accounts maintained by U.S. financial institutions) by filing IRS Form 8938 (Statement of Specified Foreign Financial Assets) with their federal income tax return. U.S. Shareholders are urged to consult their tax advisors regarding their information reporting obligations, if any, with respect to their ownership and disposition of our shares.

Documents on Display

This Annual Report and other information filed or to be filed by us with the Securities and Exchange may be accessed at the Securities and Exchange Commission’s website, www.sec.gov. We intend to post our Annual Report on our website (www.checkpoint.com) promptly following the filing of our Annual Report with the Securities and Exchange Commission.

Additionally, documents referred to in this Annual Report may be inspected at our principal executive offices located at 5 Shlomo Kaplan Street, Tel Aviv 6789159, Israel.

Item 10J. Annual Report to Security Holders

Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks that result primarily from weak economic conditions in the markets in which we sell our products, and from changes in exchange rates or in interest rates.

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to our investment in fixed maturity marketable securities, and short-term bank deposits. Our marketable securities portfolio includes mainly government and government agencies debt instruments (U.S., European and other) and corporate debt instruments, which are exposed to changes in short-term interest rates. By policy, we limit the amount of credit exposure to any single debt issuer.

Investments in both fixed rate and floating rate interest bearing securities carry a degree of interest rate risk. Fixed rate securities may have their fair market value impacted due to a rise or fall in interest rates, while floating rate securities may produce less income than predicted if interest rates fall. Due in part to these factors, our income from investments may change in the future in the event that interest rates fluctuate.

The yield on new investments in our investment portfolio and our interest income was positively impacted by several years of rising interest rates. From the second half of 2024 interest rates started to fall as the Federal Reserve bank cut the Federal Funds Rate, and so did other central banks, which negatively affected the yield on new investments in our investment portfolio.

As of December 31, 2025 securities representing 5% of our investments portfolios are rated as AAA; securities representing 42% of the portfolio are rated between AA- and AA+; securities representing 53% of the portfolio are rated between A- and A+; securities representing 1% of the portfolio are rated as BBB+ or below.

The table below provides information regarding our investments in cash, cash equivalents, short-term bank deposits and marketable securities, as of December 31, 2025:

	Maturity										Total Par Value		Fair Value at Dec. 31, 2025
	2026		2027		2028		2029		2030		Total Par Value		Fair Value at Dec. 31, 2025
	(in millions)
Marketable securities:
Debt securities issued by the U.S. Treasury and other U.S. government agencies	$	177.6	$	74.0	$	98.2	$	81.1	$	44.4	$	475.3	$	474.3
Debt securities issued by other governments		9.4		11.7		10.8		7.0		-		38.9		39.3
Corporate debt securities		504.8		394.2		265.2		211.6		130.0		1,505.8		1,502.4
Cash		109.8										109.8		109.8
Short-term bank deposits		525.7										525.7		525.7
Cash equivalents:
Money market funds		1,464.5		-		-		-		-		1,464.5		1,464.5
Short term deposits		225.7		-		-		-		-		225.7		225.7

Total	$	3,017.5	$	479.9	$	374.2	$	299.7	$	174.4	$	4,345.7	$	4,341.7

Foreign Currency Risk

Most of our sales are denominated in U.S. dollars, and we incur majority of our expenses in U.S. dollar, Israeli Shekel and Euro currencies. According to the factors indicated in ASC 830, “Foreign Currency Matters”, our cash flow, sale price, sales market, expense, financing and inter-company transactions, and arrangement indicators, are predominantly denominated in U.S. dollars. In addition, the U.S. dollar is the primary currency of the economic environment in which we operate, and thus, the U.S. dollar is our functional and reporting currency.

On our balance sheet, we convert into U.S. dollars all monetary accounts (principally liabilities) that are held in other currencies. For this conversion, we use the relevant foreign currency exchange rate at the balance sheet date. Any gain or loss that results from this conversion is reflected in the statement of income as financial income or financial expense, as appropriate.

We measure and record non-monetary accounts in our balance sheet in U.S. dollars. For this measurement, we use the U.S. dollar value in effect at the date that the asset or liability was initially recorded in our balance sheet (the date of the transaction).

We entered into forward contracts to hedge the foreign currency exchange impacts on assets and liabilities denominated in various foreign currencies. As of December 31, 2025, the total amount of outstanding forward contracts that did not qualify for hedge accounting was $196.0 million. These contracts were for a period of up to twelve months. The net amount of gains and losses recognized in “financial income, net” during 2025 was a gain of $30.3 million.

During 2025, we entered into forward contracts to hedge against the risk of overall changes in foreign currency exchange rates on future cash flow from payments of payroll and related expenses denominated in Israeli Shekel and Euro. These contracts qualified for cash flow hedge accounting and as such the net amount of gains and losses of $29.1 million in gain was recognized when the related expenses were incurred, and classified in operating expenses during 2025. As of December 31 2025, the notional amount of outstanding forward contracts that qualified for cash flow hedge accounting was $328.8 million and their fair value gain amount was $29.8 million.

Our operating expenses may be affected by fluctuations in the value of the U.S dollar as it relates to foreign currencies; with Israeli Shekel and Euro having the greatest potential impact. In managing our foreign exchange risk, we periodically enter into foreign exchange hedging contracts. Our goal is to mitigate the potential exposure with these contracts. By way of example, a 10% weakening in the value of the dollar relative to the currencies in which our operating expenses are denominated in 2025 would result in an increase in operating expenses of $79.5 million for the year ended December 31, 2025. This calculation assumes that each exchange rate would change in the same direction relative to the U.S. dollar.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

There are no defaults, dividend arrearages, or delinquencies that are required to be disclosed.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

There are no material modifications to, or qualifications of, the rights of security holders that are required to be disclosed.

ITEM 15. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of December 31, 2025, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective as of December 31, 2025, to provide reasonable assurance that the information required to be disclosed in filings and submissions under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that such information related to us and our consolidated subsidiaries is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions about required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

•

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.

Our management recognizes that there are inherent limitations in the effectiveness of any system of internal control over financial reporting, including the possibility of human error and the circumvention or override of internal control.

Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation, and may not prevent or detect all misstatements. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In conducting its assessment of internal control over financial reporting, management used the framework and criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (the 2013 Framework) as of the end of the period covered by this report. Based on that evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2025.

Our financial statements and internal control over financial reporting have been audited by Kost, Forer, Gabbay & Kasierer (A Member of EY Global), an independent registered public accounting firm, which has issued an attestation report on our internal control over financial reporting included elsewhere in this Annual Report.

Changes in Internal Control over Financial Reporting

During the period covered by this Annual Report, no changes in our internal control over financial reporting have occurred that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has determined that Mr. Yoav Chelouche is an “audit committee financial expert” and that he is independent under the applicable Securities and Exchange Commission and Nasdaq rules.

ITEM 16B. CODE OF ETHICS

Our board of directors adopted a Code of Ethics and Business Conduct (“Code of Ethics”) that applies to all of our employees, directors and officers, including the Chief Executive Officer, Chief Financial Officer, principal accounting officer or controller and other individuals who perform similar functions as well as to contractors working on a regular basis with Check Point. The Code of Ethics is updated from time to time and was last updated in 2023. The Code of Ethics is available on our website at www.checkpoint.com.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees and Services

The following table sets forth the aggregate fees for the audit and other services provided by Kost, Forer, Gabbay & Kasierer, a member of EY Global and other members of EY Global during the years ended December 31, 2025 and 2024:

	Year Ended December 31, 2025					Year Ended December 31, 2024
	Amount		Percentage			Amount		Percentage
	(in millions, except percentages)
Audit fees (1)	$	1.1		55	%	$	0.9		69	%
Audit related fees (2)		0.5		25	%		0.2		15	%
Tax fees (3)		0.4		20	%		0.2		16	%
All Other Fees (4)		-		-			-		-

Total	$	2.0		100	%	$	1.3		100	%

(1)

“Audit fees” are fees for audit services for each of the years shown in this table, including fees associated with the annual audit (including audit of our internal control over financial reporting) and reviews of our quarterly financial results submitted on Form 6-K, consultations on various accounting issues and audit services provided in connection with other statutory or regulatory filings.

(2)

“Audit-related fees” are fees for professional services, mainly related to the Convertible Note offering and due diligence work.

(3)

“Tax fees” are fees for professional services rendered by our auditors for tax compliance, tax planning and tax advice on actual or contemplated transactions, tax consulting associated with international transfer prices and employee benefits.

(4)

“All Other Fees” are fees for products and services other than those described above. For each of the fiscal years ended in December 31, 2025 and 2024, there were no fees for products or services other than those described above.

Audit committee’s pre-approval policies and procedures

Our audit committee chooses and engages our independent auditors to audit our financial statements, with the approval of our shareholders as required by Israeli law. Our audit committee adopted a policy requiring our management to obtain the audit committee’s approval before engaging our independent auditors to provide any audit or permitted non-audit services to us or our subsidiaries. This policy, which is designed to assure that such engagements do not impair the independence of our auditors, requires pre-approval from the audit committee on an annual basis for the various audit and non-audit services that may be performed by our auditors. In addition, the audit committee limited the aggregate amount of fees our auditors may have received during 2025 and 2024, and will receive during 2026 for non-audit services in certain categories.

Our Chief Financial Officer reviews all management requests to engage our auditors to provide services and approves a request if the requested services are of those that have received pre-approval from our audit committee. We inform our audit committee of these approvals at least quarterly and prior to the commencement of the related services. If the services are not included in those categories that were pre-approved by our audit committee, then specific approval is needed from our audit committee before these services are commenced. Our audit committee is not permitted to approve the engagement of our auditors for any services that would be inconsistent with maintaining the auditors’ independence or that are not permitted by applicable law.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

None.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

As of December 31, 2025 and since we started repurchase programs, we repurchased the company’s ordinary shares for an aggregate amount of $17,073 million. On July 11, 2024 the Company announced the expansion of the Company’s on-going share repurchase program by an additional $2 billion. Under the current plan, the Board of Directors is authorized to repurchase up to $325 million a quarter of ordinary shares, and in connection with our convertible notes offering in December 2025, the Board of Directors was authorized to repurchase an additional $100 million of ordinary shares . Under the repurchase programs, share purchases may be made from time to time depending on market conditions, share price, trading volume and other factors and will be funded from available working capital.

During 2025, we used $1,400 million to repurchase approximately 6.8 million ordinary shares, which were repurchased under our repurchase program. The table below provides detailed information In million other than the average price per share per ordinary share.

Period	Total Number of Ordinary Shares Purchased (1)		Average Price per Ordinary Share		Approximate Dollar Amount Available for Repurchase under the Plans or Programs
January 1 – January 31		0.5	$	190	$	1,803
February 1 – February 28		0.5	$	217	$	1,696
March 1 – March 31		0.5	$	225	$	1,573
April 1 – April 30		0.5	$	216	$	1,463
May 1 – May 31		0.5	$	221	$	1,352
June 1 – June 30		0.5	$	225	$	1,248
July 1 – July 31		0.4	$	221	$	1,148
August 1 – August 31		0.7	$	187	$	1,013
September 1 – September 30		0.5	$	194	$	923
October 1 – October 31		0.6	$	197	$	813
November 1 – November 30		0.5	$	194	$	723
December 1 – December 31		1.1	$	191	$	498

Total		6.8	$	207

(1)

All the Ordinary Shares were purchased as part of publicly announced plans or programs.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G. CORPORATE GOVERNANCE

As a foreign private issuer whose shares are listed on the Nasdaq, we are permitted to follow certain home country corporate governance practices instead of certain requirements of the Nasdaq Marketplace Rules (each a “Nasdaq Rule” and together the “Nasdaq Rules”).

We do not comply with the Nasdaq rule that an issuer listed on the Nasdaq have a quorum requirement that in no case be less than 33 1/3% of the outstanding shares of the company’s common voting stock. Our articles of association, consistent with the Israeli Companies Law, provide that the quorum requirements for an adjourned meeting are the presence of a minimum of two shareholders present in person. As such, our quorum requirements for an adjourned meeting do not comply with the Nasdaq Rules and instead follow our home country practice.

In addition, we do not follow the Nasdaq Marketplace Rule, requiring that we obtain shareholder approval for the establishment of amendment to certain equity-based compensation plans and arrangements. Under Israeli law and practice, the approval of the board of directors is required for the establishment or amendment of compensation plans and arrangements, unless the arrangement is for the benefit of a director or a controlling shareholder, in which case compensation committee or audit committee and shareholder approval are also required. We follow our home country law and therefore require board approval only for establishing or amending equity-based compensation plans and arrangements, unless the arrangement is for the benefit of a director or a controlling shareholder.

As a foreign private issuer listed on the Nasdaq, we may also follow home country practice with regard to, among other things, composition of the board of directors, compensation practices and compensation committee practices, director nomination process and regularly scheduled meetings at which only independent directors are present. In addition, we may follow our home country practice, instead of the Nasdaq Rules, which require that we obtain shareholder approval for certain dilutive events, such as for an issuance that will result in a change of control of the company, certain transactions other than a public offering involving issuances of a 20% or more interest in the company and certain acquisitions of the stock or assets of another company. A foreign private issuer that elects to follow a home country practice instead of Nasdaq Rules must submit to Nasdaq in advance a written statement from independent counsel in such issuer’s home country certifying that the issuer’s practices are not prohibited by the home country’s laws. In addition, a foreign private issuer must disclose in its annual reports filed with the SEC or on its website each such requirement that it does not follow and describe the home country practice followed by the issuer instead of any such requirement. Accordingly, our shareholders may not be afforded the same protection as provided under Nasdaq’s corporate governance rules.

See Item 3.D. “Key Information – Risk factors – Risks Related to Our Operations In Israel – As a foreign private issuer whose shares are listed on the Nasdaq Global Select Market, we may follow certain home country corporate governance practices instead of certain Nasdaq requirements”, Item 6 “Directors, Senior Management and Employees – Board Practices” and Item 10 “Additional Information – Articles of Association and Israeli Companies Law” for a detailed description of the significant ways in which the registrant’s corporate governance practices differ from those followed by U.S. companies under the listing standards of the Nasdaq Global Select Market.

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable

ITEM 16J. INSIDER TRADING POLICIES

We have adopted a written insider trading policy governing the purchase, sale, and other dispositions of our securities by directors, senior management, and employees that are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to us. Additionally, with respect to our trading in Check Point own securities, it is our policy to comply with the U.S. federal securities laws and the applicable exchange listing requirements.

A copy of the Insider Trading Policy, is filed as an exhibit to this Annual Report.

ITEM 16K. CYBERSECURITY

Cyber security Risk Management and Strategy

As a public security company, we prioritize robust cyber security measures to protect our assets, operations, and stakeholders. We have established policies and processes for assessing, identifying, and managing material risks from cyber security threats (as defined below), and have integrated these processes into our overall risk management systems and processes. We routinely assess material risks from cyber security threats, including any potential cyber security incidents (as defined below).

We conduct periodic risk assessments to identify cyber security threats, as well as additional assessments in the event of a material change in our business practices that may affect information systems (as defined below) that are vulnerable to such cyber security threats. These risk assessments include identification of reasonably foreseeable internal and external risks, the likelihood and potential damage that could result from such risks, and the sufficiency of existing policies, procedures, systems, and safeguards in place to manage such risks.

Following these risk assessments, we re-design, implement, and maintain reasonable safeguards to minimize identified risks; reasonably address any identified gaps in existing safeguards; and regularly monitor the effectiveness of our safeguards. We devote significant resources and designate high-level personnel, including our Chief Security & Trust Officer, our Chief Information Security Officer (“CISO”) and our Chief Information Officer (“CIO”), to manage the risk assessment and mitigation process.

As part of our overall risk management process, we monitor and test our safeguards and train our employees on these safeguards, in collaboration with human resources, IT, and management. Personnel at all levels and departments receive training on our cyber security policies.

We engage our internal auditors and other third parties in connection with our risk assessment processes. These service providers assist us to design and implement our cyber security policies and procedures in accordance with common best practices and methodologies, as well as to monitor and test our security controls.

We maintain a third-party risk management process with regard to third-party service providers, pursuant to which third-party service providers that store, process, or have access to our data, integrate with our systems, or provide certain services to us are required to undergo a security assessment prior to approval. Approved service providers are subject to ongoing monitoring, and we conduct periodic reviews of critical and high-risk service providers to help ensure continued compliance with our security requirements.

We have not identified any risks from known cyber security threats, including as a result of any prior cyber security incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

We regularly experience attempts by third parties to gain unauthorized access to, or to introduce malicious software into, our information technology systems. While a limited number of these attempts have resulted in minor and isolated incidents, they were promptly identified, investigated and remediated in real time by our cyber security and information technology teams. Based on our investigations, these incidents did not affect our customers, did not involve any leakage of customer or company data, and did not result in any material impact on our operations. For additional information regarding whether any risks from cyber security threats, including as a result of any previous cyber security incidents, have materially affected or are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, please refer to Item 3D, “Key Information – Risk Factors”, in this Annual Report on Form 20-F, including the risk factors entitled “Other General Risks and Risks Related to the Ownership of Our Ordinary Shares - Our information technology systems, networks and products and services have been, and may continue to be, subject to various security threats and cyber security incidents”.

Cyber Security Governance

Our Board of Directors considers cyber security risk as part of its risk oversight function and has delegated oversight of cyber security and other information technology risks to the Audit Committee. As such, the Audit Committee oversees management’s implementation of our cyber security risk management program.

The Audit Committee receives quarterly reports from our Chief Information Officer and CISO on cyber security regarding our company’s cyber security risks and activities, including any recent cyber security incidents and related responses, cyber security systems testing, activities of third parties, as well as any incidents with lesser impact potential.

Our Audit Committee provides updates to the board of directors on such reports.

Our management team, particularly our CIO, oversees our cyber security policies and processes, including those described in “Cyber security Risk Management and Strategy” above, and is responsible for assessing and managing our material risks from cyber security threats. Our CIO and his team have primary responsibility for our overall cyber security risk management program and supervise both our internal cyber security personnel and our retained external cyber security consultants. Our management team’s experience includes our CIO’s 18 years of experience in IT services, since 2008.

Our CIO supervises efforts to prevent, detect, mitigate, and remediate cyber security risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.

For purposes of this Item 16K:

A “cyber security incident” means an unauthorized occurrence, or a series of related unauthorized occurrences, on or conducted through our information systems that jeopardizes the confidentiality, integrity, or availability of a registrant’s information systems or any information residing therein.

A “cyber security threat” means any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein.

“Information systems” means electronic information resources, owned or used by us, including physical or virtual infrastructure controlled by such information resources, or components thereof, organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of our information to maintain or support our operations.

PART III

ITEM 17. FINANCIAL STATEMENTS

See beginning on page F-1 below.

ITEM 18. FINANCIAL STATEMENTS

Check Point has responded to Item 18.

ITEM 19. EXHIBITS

1	Articles of Association of Check Point Software Technologies Ltd. (1)
2.1	Description of the rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934
4.1	Form of Director Insurance, Indemnification and Exculpation Agreement between Check Point Software Technologies Ltd. and its directors (2)
4.2	Check Point Software Technologies Ltd. 2005 Israel Equity Incentive Plan, as amended (3)
4.3	Check Point Software Technologies Ltd. 2005 United States Equity Incentive Plan, as amended (4)
4.4	Check Point Software Technologies Ltd. Employee Stock Purchase Plan, as Amended and Restated (5)
4.5	Check Point Software Technologies Ltd. Employee Stock Purchase Plan (Non-U.S. Employees) (6)
4.6	A translation of an agreement between Tzlil Ad Ltd. and Check Point Software Technologies Ltd., for the purchase of the leasing rights of a building in Tel Aviv, Israel, dated as of March 19, 2006 (7)

4.7	Dome9 Security Ltd. 2011 Share Option Plan and the 2016 Equity Incentive Subplan (8)
4.8	Check Point Software Technologies Ltd. Executive Compensation Plan (9)
4.9	Indenture, dated as of December 8, 2025, by and between Check Point Software Technologies Ltd. and U.S. Bank Trust Company, National Association, as Trustee (10)
4.10	Form of 0.00% Convertible Senior Note due 2030 (11)
4.11	Agreement, dated July 2, 2025, between Tel Aviv-Jaffa Municipality, Israel Electric Company Ltd., Check Point Software Technologies Ltd. and Israel Canada Shelf 3, Limited Partnership and Long-Term Lease Agreement, dated July 2, 2025, between Tel Aviv-Jaffa Municipality, Check Point Software Technologies Ltd. and Israel Canada Shelf 3, Limited Partnership (12)
8	List of subsidiaries (13)
11	Check Point Software Technologies Ltd. Insider Trading Policy (14)
12.1	Certification of the Chief Executive Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002
12.2	Certification of the Chief Financial Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002
13.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
13.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
15	Consent of Kost, Forer, Gabbay & Kasierer, a Member of EY Global
97.1	Check Point Software Technologies Ltd. Clawback Policy (15)
101	Inline XBRL (Extensible Business Reporting Language) The following materials from Check Point Software Technologies Ltd.’s Annual Report on Form 20-F for the fiscal year-ended December 31, 2020, formatted in Inline XBRL:
(i)	Consolidated Statements of Operations, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Shareholders’ Equity/(Deficit) and Comprehensive Income/(Loss) (iv) Consolidated Statements of Cash Flows, (v) Notes to the Consolidated Financial Statements, (vi) Schedule II — Valuation and Qualifying Accounts and Reserves, and (vii) Cover Page
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

(1)	Incorporated by reference to Exhibit 1 of Check Point’s Annual Report on Form 20-F for the year ended December 31, 2005.

(2)	Incorporated by reference to Exhibit 4.1 of Check Point’s Annual Report on Form 20-F for the year ended December 31, 2005.

(3)	Incorporated by reference to Exhibit 4.2 of Check Point’s Annual Report on Form 20-F for the year ended December 31, 2023.

(4)	Incorporated by reference to Exhibit 4.3 of Check Point’s Annual Report on Form 20-F for the year ended December 31, 2023.

(5)	Incorporated by reference to Exhibit 4.1 of Check Point’s Registration Statement on Form S-8 (No. 333-207355) filed with the Securities and Exchange Commission on October 8, 2015.

(6)	Incorporated by reference to Exhibit 4.5 of Check Point’s Annual Report on Form 20-F for the year ended December 31, 2017.

(7)	Incorporated by reference to Exhibit 4.11 of Check Point’s Annual Report on Form 20-F for the year ended December 31, 2006.

(8)	Incorporated by reference to Exhibit 4.2 of Check Point’s Registration Statement on Form S-8 (No. 333-228075) filed with the Securities and Exchange Commission on October 31, 2018.

(9)	Incorporated by reference to Annex A of Check Point’s Report on Form 6-K filed with the Securities and Exchange Commission on July 28, 2025.

(10)	Incorporated by reference to Exhibit 4.1 of Check Point’s Report on Form 6-K filed with the Securities and Exchange Commission on December 8, 2025.

(11)	Incorporated by reference to Exhibit 4.2 of Check Point’s Report on Form 6-K filed with the Securities and Exchange Commission on December 8, 2025.

(12)	English summary of Hebrew originals

(13)	Incorporated by reference to “Item 4 – Information on Check Point – Organizational Structure” in this Annual Report on Form 20-F.

(14)	Incorporated by reference to Exhibit 4.9 of Check Point’s Annual Report on Form 20-F for the year ended December 31, 2023.

(15) Incorporated by reference to Exhibit 97.1 of Check Point’s Annual Report on Form 20-F for the year ended December 31, 2023.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	CHECK POINT SOFTWARE TECHNOLOGIES LTD.

	By:	/s/ Nadav Zafrir
		Nadav Zafrir
		Chief Executive Officer

	By:	/s/ Roei Golan
		Roei Golan
		Chief Financial Officer

Date: March 31, 2026

CHECK POINT SOFTWARE TECHNOLOGIES LTD. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2025

IN U.S. DOLLARS

INDEX


	Page

Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 1281)	F-2 - F-6

Consolidated Balance Sheets	F-7 - F-8

Consolidated Statements of Income	F-9

Consolidated Statements of Comprehensive Income	F-10

Statements of Changes in Shareholders’ Equity	F-11

Consolidated Statements of Cash Flows	F-12 - F-13

Notes to Consolidated Financial Statements	F-14 - F-57

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Check Point Software Technologies Ltd.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Check Point Software Technologies Ltd. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 31, 2026, expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

F - 2

Revenue from Contracts with Customers—Estimate of Standalone Selling Price

Description of the Matter

As described in Note 2 to the consolidated financial statements, the Company primarily derives revenues from sales of products and licenses, security subscriptions and software updates and maintenance. The Company’s contracts with customers often contain multiple goods and services which are accounted for as separate performance obligations when they are distinct. The Company allocates the transaction price to the distinct performance obligations on a relative standalone selling price.

Auditing the management’s determination of the standalone selling price required challenging and subjective auditor judgment due to the subjective assumptions used to establish the standalone selling price for each performance obligation. Standalone selling price for goods and services can evolve over time due to changes in the Company’s pricing practices that may be influenced by competition, changes in demand for products and services, and economic factors, among others. This in turn led to significant auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to management’s determination of the standalone selling price.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company’s revenue process, including controls over the development of assumptions used to determine the standalone selling prices.

Our substantive audit procedures included testing management’s determination of standalone selling prices for each performance obligation, including assessing the appropriateness of the methodology applied, testing the mathematical accuracy of the underlying data and evaluating the significant assumptions used by the Company. We also performed sensitivity analyses over key assumptions to assess the impact on revenue recognition that could result from changes to the Company’s assumptions.

F - 3

Uncertain Tax Positions

Description of the Matter

As discussed in Note 12 to the consolidated financial statements, the Company operates its business in various jurisdictions, and accordingly attempts to utilize an efficient operating model to structure its tax payments based on the laws in each jurisdiction in which the Company operates. This can cause disputes between the Company and various tax authorities in different parts of the world. The Company uses significant judgment in (1) determining whether a tax position’s technical merits are more-likely-than-not to be sustained and (2) measuring the amount of tax benefit that qualifies for recognition.

Auditing management’s evaluation of whether an uncertain tax position is more-likely-than-not to be sustained and the measurement of the benefit of various tax positions can be complex and involves significant auditor judgment. Management’s evaluation of tax positions is based on interpretations of tax laws and legal rulings, and may be impacted by regulatory changes and judicial and examination activity.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of the controls over management’s process to assess the technical merits of the Company’s tax positions and management’s process to measure the benefit of its tax positions that qualify for recognition.

We evaluated the Company’s assessment of which tax positions are more likely than not to be sustained and the related measurement of the amount of tax benefit that qualifies for recognition. Our audit procedures included, evaluating management’s assumptions and analysis, and, as applicable, the Company’s communications with tax authorities and tax opinions obtained by the Company, that detailed the basis and technical merits of the uncertain tax positions. We involved our tax professionals in assessing the technical merits of certain of the Company’s tax positions based on our knowledge of relevant tax laws and experience with related taxing authorities.

/s/ Kost Forer Gabbay & Kasierer

A Member of EY Global

We have served as the Company’s auditor since 1994.

Tel-Aviv, Israel

March 31, 2026

F - 4

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Check Point Software Technologies Ltd.

Opinion on Internal Control Over Financial Reporting

We have audited Check Point Software Technologies Ltd. and subsidiaries’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Check Point Software Technologies Ltd. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes, and our report dated March 31, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

F - 5

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Kost Forer Gabbay & Kasierer

A Member of EY Global

Tel-Aviv, Israel

March 31, 2026

F - 6

CHECK POINT SOFTWARE TECHNOLOGIES LTD.

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

In millions

	December 31,
	2025		2024

ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	1,800.0	$	506.2
Short-term bank deposits		525.7		134.0
Marketable securities		689.2		731.7
Trade receivables, net		769.1		728.8
Prepaid expenses and other assets		180.0		92.7

Total current assets		3,964.0		2,193.4

LONG-TERM ASSETS:
Marketable securities		1,326.8		1,411.9
Property and equipment, net		82.9		80.8
Deferred tax asset, net		68.3		74.7
Intangible assets, net		214.2		201.4
Goodwill		1,904.3		1,695.7
Lease prepayment		159.9		-
Other assets		86.0		96.6

Total long-term assets		3,842.4		3,561.1

Total assets	$	7,806.4	$	5,754.5

The accompanying notes are an integral part of the consolidated financial statements.

F - 7

CHECK POINT SOFTWARE TECHNOLOGIES LTD.

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (CONT’D)

In millions (except share and per share data)

	December 31,
	2025			2024

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:
Trade payables	$	27.6		$	54.8
Employees and payroll accruals		229.3			241.5
Deferred revenues		1,530.1			1,471.3
Accrued expenses and other liabilities		149.7			176.6

Total current liabilities		1,936.7			1,944.2

LONG-TERM LIABILITIES:
Convertible senior notes, net		1,972.1			-
Deferred revenues		650.3			529.0
Income tax accrual		329.7			459.6
Other liabilities		35.5			32.3

Total long-term liabilities		2,987.6			1,020.9

Total liabilities		4,924.3			2,965.1

SHAREHOLDERS’ EQUITY:
Ordinary shares, NIS 0.01 par value, 500,000,000 shares authorized at December 31, 2025 and 2024; 261,223,970 shares issued at December 31, 2025 and 2024; 105,596,035 and 108,368,523 shares outstanding at December 31, 2025 and 2024, respectively		0.8			0.8
Additional paid-in capital		3,331.6			3,049.5
Treasury shares at cost, 155,627,935 and 152,855,447 ordinary shares at December 31, 2025 and 2024, respectively		(15,555.8	)		(14,264.4	)
Accumulated other comprehensive income (loss)		34.8			(10.3	)
Retained earnings		15,070.7			14,013.8

Total shareholders’ equity		2,882.1			2,789.4

Total liabilities and shareholders’ equity	$	7,806.4		$	5,754.5

The accompanying notes are an integral part of the consolidated financial statements.

F - 8

CHECK POINT SOFTWARE TECHNOLOGIES LTD.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

In millions (except share and per share data)

	Year ended December 31,
	2025			2024		2023
Revenues:
Products and licenses	$	548.2		$	507.9	$	497.4
Security subscriptions		1,219.0			1,104.2		981.2
Software updates and maintenance		958.2			952.9		936.1

Total revenues		2,725.4			2,565.0		2,414.7

Operating expenses:
Cost of products and licenses *)		105.8			97.8		99.3
Cost of security subscriptions *)		90.9			72.6		57.0
Cost of software updates and maintenance *)		132.6			123.9		112.3
Amortization of technology		32.5			25.0		14.0

Total cost of revenues		361.8			319.3		282.6

Research and development		456.7			394.9		368.9
Selling and marketing		947.0			862.9		747.1
General and administrative		128.8			111.9		117.0

Total operating expenses		1,894.3			1,689.0		1,515.6

Operating income		831.1			876.0		899.1
Financial income, net		114.0			96.1		76.5

Income before taxes on income (tax benefit)		945.1			972.1		975.6
Taxes on income (tax benefit)		(111.8	)		126.4		135.3

Net income	$	1,056.9		$	845.7	$	840.3

Basic earnings per ordinary share	$	9.85		$	7.65	$	7.19
Number of shares used in computing basic earnings per share		107,264,069			110,617,625		116,913,913

Diluted earnings per ordinary share	$	9.62		$	7.46	$	7.10
Number of shares used in computing diluted earnings per share		109,913,789			113,406,896		118,347,749

*)	Not including amortization of technology shown separately.

The accompanying notes are an integral part of the consolidated financial statements.

F - 9

CHECK POINT SOFTWARE TECHNOLOGIES LTD.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

In millions (except share and per share data)

	Year ended December 31,
	2025			2024			2023

Net income	$	1,056.9		$	845.7		$	840.3

Other comprehensive income

Change in unrealized gains on marketable securities:
Unrealized gains arising during the period, net of tax		23.6			27.1			49.1
Gains reclassified into earnings, net of tax		*	)		*	)		5.2

		23.6			27.1			54.3

Change in unrealized gains (losses) on cash flow hedges:
Unrealized gains (losses) arising during the period, net of tax		48.9			(2.9	)		(12.0	)
(Gains) losses reclassified into earnings, net of tax		(27.4	)		4.7			16.4

		21.5			1.8			4.4

Other comprehensive income, net of tax		45.1			28.9			58.7

Comprehensive income	$	1,102.0		$	874.6		$	899.0

*) Represents an amount lower than $0.1

The accompanying notes are an integral part of the consolidated financial statements.

F - 10

CHECK POINT SOFTWARE TECHNOLOGIES LTD.

AND SUBSIDIARIES

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

In millions (except share and per share data)

									Accumulated
			Additional			Treasury			other					Total
	Ordinary		paid-in			shares			comprehensive			Retained		shareholders’
	shares		capital			at cost			income (loss)			earnings		equity

Balance as of January 1, 2023	$	0.8	$	2,500.7		$	(11,802.1	)	$	(97.9	)	$	12,327.8	$	2,929.3

Issuance of treasury shares under stock purchase plans, upon exercise of options and vesting of restricted stock units (2,001,548 ordinary shares)		-		85.2			48.5			-			-		133.7
Treasury shares at cost (9,857,092 ordinary shares)		-		-			(1,287.6	)		-			-		(1,287.6	)
Stock-based compensation		-		145.3			-			-			-		145.3
Other comprehensive loss, net of tax		-		-			-			58.7			-		58.7
Fair value of awards attributable to pre-acquisition services		-		1.3			-			-			-		1.3
Net income		-		-			-			-			840.3		840.3

Balance as of December 31, 2023	$	0.8	$	2,732.5		$	(13,041.2	)	$	(39.2	)	$	13,168.1	$	2,821.0

Issuance of treasury shares under stock purchase plans, upon exercise of options and vesting of restricted stock units (3,123,455 ordinary shares)		-		164.2			76.7			-			-		240.9
Treasury shares at cost (7,661,359 ordinary shares)		-		-			(1,299.9	)		-			-		(1,299.9	)
Stock-based compensation		-		149.7			-			-			-		149.7
Other comprehensive income, net of tax		-		-			-			28.9			-		28.9
Fair value of awards attributable to pre-acquisition services		-		3.1			-			-			-		3.1
Net income		-		-			-			-			845.7		845.7

Balance as of December 31, 2024	$	0.8	$	3,049.5		$	(14,264.4	)	$	(10.3	)	$	14,013.8	$	2,789.4

Issuance of treasury shares under stock purchase plans, upon exercise of options and vesting of restricted stock units (4,076,091 ordinary shares)		-		263.7			108.6			-			-		372.3
Treasury shares at cost (6,848,579 ordinary shares)		-		-			(1,400.0	)		-			-		(1,400.0	)
Purchase of capped calls		-		(192.0	)		-								(192.0	)
Stock-based compensation		-		205.6			-			-			-		205.6
Other comprehensive income, net of tax		-		-			-			45.1			-		45.1
Fair value of awards attributable to pre-acquisition services		-		4.8			-			-			-		4.8
Net income		-		-			-			-			1,056.9		1,056.9

Balance as of December 31, 2025	$	0.8	$	3,331.6		$	(15,555.8	)	$	34.8		$	15,070.7	$	2,882.1

The accompanying notes are an integral part of the consolidated financial statements.

F - 11

CHECK POINT SOFTWARE TECHNOLOGIES LTD.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

In millions

	Year ended December 31,
	2025			2024			2023
Cash flows from operating activities:

Net income	$	1,056.9		$	845.7		$	840.3
Adjustments required to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment		24.8			24.0			23.1
Amortization of premium and accretion of discount on marketable securities, net		(12.0	)		(6.4	)		3.1
Realized loss on sale of marketable securities, net		*	)		*	)		6.7
Amortization of intangible assets		68.1			59.6			24.3
Stock-based compensation		205.6			149.7			145.3
Amortization of debt discount		0.4			-			-
Net gain from financing expenses		(22.8	)		-			-
Deferred taxes		(24.1	)		(12.1	)		(9.5	)
Increase in trade receivables, net		(38.0	)		(65.9	)		(9.9	)
Increase in prepaid expenses and other assets		(45.3	)		(13.0	)		(51.1	)
Increase (decrease) in trade payables		(27.1	)		5.4			17.9
Increase (decrease) in employees and payroll accruals		(14.7	)		(2.4	)		26.7
Decrease in income tax accrual and accrued expenses and other liabilities		(149.2	)		(12.0	)		(0.9	)
Increase in deferred revenues		176.2			79.5			21.8
Other		0.6			0.3			0.1

Net cash provided by operating activities		1,199.4			1,052.4			1,037.9

Cash flows from investing activities:

Proceeds from short-term bank deposits		285.5			157.0			510.6
Proceeds from maturity of marketable securities		931.9			1,084.4			1,022.9
Proceeds from sale of marketable securities		6.9			22.3			491.9
Investment in marketable securities		(767.9	)		(839.2	)		(947.3	)
Investment in short-term bank deposits		(677.2	)		(238.5	)		(132.0	)
Cash paid in conjunction with acquisitions, net of acquired cash		(273.1	)		(185.8	)		(458.8	)
Lease prepayment		(159.9	)		-			-
Purchase of property and equipment		(26.6	)		(24.2	)		(18.6	)

Net cash provided by (used in) investing activities	$	(680.4	)	$	(24.0	)	$	468.7

*) Represents an amount lower than $0.1

The accompanying notes are an integral part of the consolidated financial statements.

F - 12

CHECK POINT SOFTWARE TECHNOLOGIES LTD.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT’D)

In millions

	Year ended December 31,
	2025			2024			2023
Cash flows from financing activities:

Proceeds from issuance of treasury shares upon exercise of options	$	393.2		$	258.6		$	133.7
Proceeds from issuance of convertible senior notes, net		1,971.7			-			-
Purchase of capped calls		(192.0	)		-			-
Purchase of treasury shares at cost		(1,400.0	)		(1,299.9	)		(1,287.6	)
Payments related to shares withheld for taxes		(20.9	)		(18.6	)		(11.0	)

Net cash provided by (used in) financing activities		752.0			(1,059.9	)		(1,164.9	)

Effect of exchange rate changes on cash and cash equivalents		22.8			-			-

Increase (decrease) in cash and cash equivalents		1,293.8			(31.5	)		341.7
Cash and cash equivalents at the beginning of the year		506.2			537.7			196.0

Cash and cash equivalents at the end of the year	$	1,800.0		$	506.2		$	537.7

Supplemental disclosure of cash flow information:

Cash paid during the year for taxes on income	$	156.7		$	122.5		$	118.7

Non-cash investing activity

Fair value of awards attributable to pre-acquisition services		4.8			3.1			1.3
Operating lease liabilities arising from obtaining right of use assets	$	10.7		$	12.3		$	2.3

The accompanying notes are an integral part of the consolidated financial statements.

F - 13

CHECK POINT SOFTWARE TECHNOLOGIES LTD.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 1:- GENERAL

Check Point Software Technologies Ltd., an Israeli corporation (“Check Point Ltd.”), and subsidiaries (collectively, the “Company” or “Check Point”), develop, market and support wide range of products and services for IT security, by offering a multilevel security architecture that defends enterprises’ cloud, network and mobile device held information.

The Company operates in one operating and reportable segment and its revenues are mainly derived from the sales of its network and data security products, including licenses, related software updates, maintenance and security subscriptions. The Company sells its products worldwide primarily through multiple distribution channels (“channel partners”), including distributors, resellers, system integrators, Original Equipment Manufacturers (“OEMs”) and Managed Security Service Providers (“MSSPs”).

In each 2025, 2024 and 2023, approximately 39%, 39% and 40% respectively, of the Company’s revenues were derived from three channel partners. Revenues derived from one channel partner in 2025, 2024 and 2023 were 15%, 14% and 14%, respectively, and revenues derived from the second channel partner in 2025, 2024 and 2023 were 13%, 13%, and 14%, respectively, and revenues derived from the other channel partner in 2025, 2024 and 2023 were 11%,12% and 12% respectively of the Company’s revenues in such years. Trade receivable balances from these three channel partners aggregated $335.0 and $331.5 as of December 31, 2025 and 2024 respectively.

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements are prepared in conformity with United States generally accepted accounting principles (“U.S. GAAP”).

Use of estimates:

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Financial statements in United States dollars:

Most of the Company’s revenues and costs are denominated in United States dollar (“dollar”). The Company’s management believes that the dollar is the primary currency of the economic environment in which the Company and each of its subsidiaries operate. Thus, the dollar is the Company’s functional and reporting currency.

Accordingly, non-dollar denominated transactions and balances have been re-measured into the functional currency in accordance with Accounting Standard Code (“ASC”) No. 830, “Foreign Currency Matters”.

F - 14

CHECK POINT SOFTWARE TECHNOLOGIES LTD.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

All transaction gains and losses from the re-measured monetary balance sheet items are reflected in the consolidated statements of income as financial income or expenses, as appropriate.

Principles of consolidation:

The consolidated financial statements include the accounts of Check Point Ltd. and subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation.

Cash equivalents:

Cash equivalents are short-term unrestricted highly liquid investments that are readily convertible to cash and with original maturities of three months or less as of the investment date.

Short-term bank deposits:

Bank deposits with maturities of more than three months at investment but less than one year are included in short-term bank deposits. Such deposits are stated at cost which approximates fair values.

Trade Receivables:

The Company records trade receivables when it has unconditional right to consideration. Trade receivables are recorded net of credit losses allowance for any potential uncollectible amounts.

The Company makes estimates of expected credit and collectability trends for the allowance for credit losses based upon its assessment of various factors, including historical collectability experience, the age of the trade receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers.

As of December 31, 2025 and 2024, the allowances for credit losses of trade receivable were insignificant.

The Company writes off receivables when they are deemed uncollectible, having exhausted all collection efforts. Actual collection experience may not meet expectations and may result in increased bad debt expense. Allowances for credit losses and total write offs expenses during 2025, 2024 and 2023 were insignificant.

F - 15

CHECK POINT SOFTWARE TECHNOLOGIES LTD.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Investments in marketable securities:

The Company accounts for investments in marketable securities in accordance with ASC No. 320, “Investments - Debt Securities”.

Management determines the appropriate classification of its investments at the time of purchase and reevaluates such determinations at each balance sheet date. The Company classifies all of its marketable debt securities as available-for-sale (“AFS”). Available-for-sale debt securities are carried at fair value, with the unrealized gains and losses, net of tax, reported in accumulated other comprehensive income (loss) in shareholders’ equity. Realized gains and losses on sale of investments are included in financial income, net and are derived using the specific identification method for determining the cost of securities sold.

The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization together with interest on securities is included in financial income, net.

At each reporting period, the Company evaluates whether declines in fair value below amortized cost are due to expected credit losses, as well as the company’s ability and intent to hold the investment until a forecasted recovery occurs in accordance with ASC 326, Financial Instrument- Credit losses. Allowance for credit losses on AFS debt securities are recognized in the Company’s consolidated statements of income, and any remaining unrealized losses, net of taxes, are included in accumulated other comprehensive income (loss) in stockholders’ equity.

The credit losses recorded for the years ended December 31, 2025, 2024 and 2023 were insignificant.

The Company classifies its marketable debt securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. Marketable debt securities with maturities of 12 months or less are classified as short-term, and marketable debt securities with maturities greater than 12 months are classified as long-term

Property and equipment, net:

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates:

	%
Computers and peripheral equipment	33 – 50
Office furniture and equipment	10 – 20
Building	4
Leasehold improvements	The shorter of term of the lease or the useful life of the asset

F - 16

CHECK POINT SOFTWARE TECHNOLOGIES LTD.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Leases:

The company’s operating leases are comprised of office leases.

The Company determines if an arrangement is a lease and the classification of that lease at inception based on: (1) whether the contract involves the use of an identified asset, (2) whether the Company obtains the right to substantially all the economic benefits from the use of the asset throughout the lease term, and (3) whether the Company has a right to direct the use of the asset. The Company elected to not recognize a lease liability or right-of-use (“ROU”) asset for leases with a term of twelve months or less. The Company also elected the practical expedient to not separate non-lease components for its leases.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make minimum lease payments arising from the lease. ROU assets are initially measured at amounts, which represents the discounted present value of the lease payments over the lease, plus any initial direct costs incurred. The lease liability is initially measured at lease commencement date based on the discounted present value of lease payments over the lease term. The implicit rate within the operating leases is generally not determinable, therefore the Company uses its Incremental Borrowing Rate (“IBR”) based on the information available at commencement date in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate on similar terms and payments and in economic environments where the leased asset is located. Certain leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain that the Company will exercise that option. An option to terminate is considered unless it is reasonably certain that the Company will not exercise the option. The ROU assets are included in long-term other assets in the consolidated balance sheet, while the short-term portion of lease liabilities are included in Accrued expenses and other liabilities, and the long-term portion of lease liabilities are included in long-term other liabilities.

Below is a summary of the Company's ROU assets and operating lease liabilities:

	December 31,
	2025		2024
Operating lease ROU assets	$	31.4	$	27.1

Operating lease liabilities, current		11.9		8.8
Operating lease liabilities, long-term		22.7		21.0

Total operating lease liabilities	$	34.6	$	29.8

The weighted-average remaining lease term and discount rate were as follows:

	December 31,
	2025			2024
Weighted-average remaining lease term		3.7			4.2
Weighted-average discount rate		4.1	%		3.8	%

F - 17

CHECK POINT SOFTWARE TECHNOLOGIES LTD.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Rent expenses for the years ended December 31, 2025, 2024 and 2023, were $11.7, $9.6 and $7.7 respectively.

The Company has a lease that has not yet commenced, for its new campus site in Israel. The lease is expected to commence during fiscal 2026 with a lease term of approximately 83 years. As of December 31, 2025 the Company has prepaid lease payments in connection with the land of Checkpoint Campus in the amount of $159.9.

Business combination:

The Company applies the provisions of ASC 805, “Business Combination” and allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.

When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to future expected cash flows from acquired technology and acquired trademarks and tradenames from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred (see also Note 3).

During the measurement period, which may extend for up to one year from the acquisition date, the Company may record adjustments to the provisional fair values of the assets acquired and liabilities assumed, with a corresponding adjustment to goodwill. Upon the earlier of the end of the measurement period or the final determination of the fair values of the assets acquired and liabilities assumed, any subsequent adjustments are recorded in earnings.

Goodwill:

Goodwill has been recorded as a result of acquisitions. Goodwill represents the excess of the purchase price in a business combination over the fair value of identifiable net tangible and intangible assets acquired. Goodwill is not amortized, but rather is subject to an impairment test.

ASC No. 350, “Intangibles - Goodwill and other” (“ASC No. 350”) requires goodwill to be tested for impairment at the reporting unit level at least annually or between annual tests in certain circumstances, and written down when impaired.

F - 18

CHECK POINT SOFTWARE TECHNOLOGIES LTD.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

ASC No. 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If the qualitative assessment does not result in a more likely than not indication of impairment, no further impairment testing is required. If it does result in a more likely than not indication of impairment, the quantitative goodwill impairment test is performed. Alternatively, ASC No. 350 permits an entity to bypass the qualitative assessment for any reporting unit and proceed directly to performing the quantitative goodwill impairment test. If the carrying value of a reporting unit exceeds its fair value, the Company recognizes an impairment of goodwill for the amount of this excess.

The Company operates in one operating segment, and this segment is the only reporting unit. The Company performs the quantitative goodwill impairment test during the fourth quarter of each fiscal year, or more frequently if impairment indicators are present and compares the fair value of the reporting unit with its carrying value.

During the years 2025, 2024 and 2023, no goodwill impairment losses have been identified.

Intangible assets, net:

Intangible assets that are not considered to have an indefinite useful life are amortized over their estimated useful lives, which range from 1 to 20 years. These intangible assets consist of core technology, customer relationship, trademarks and trade names which are amortized over their estimated useful lives.

Impairment of long-lived assets including intangible assets subject to amortization and ROU assets:

The Company’s long-lived assets are reviewed for impairment in accordance with ASC No. 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years 2025, 2024 and 2023, no impairment losses have been identified.

Manufacturing partner and supplier liabilities:

The Company purchases manufactured products from its original design manufacture (“ODM”). The Company generally does not own the manufactured products. ODM’s provide services of design, manufacture, orders fulfillment and support with a full turn-key solution to meet the Company’s detailed requirements. If the actual demand is significantly lower than forecast, the Company records a liability for its commitment in excess of the actual demand. As of December 31, 2025 and 2024, the Company has not accrued any significant liability in respect with this exposure.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Research and development costs:

Research and development costs are charged to the consolidated statements of income as incurred. ASC No. 985-20, “Software - Costs of Software to Be Sold, Leased, or Marketed”, requires capitalization of certain software development costs subsequent to the establishment of technological feasibility.

Based on the Company’s product development process, technological feasibility is established upon completion of a working model. Costs incurred by the Company between completion of the working models and the point at which the products are ready for general release, have been insignificant. Therefore, research and development costs are expensed as incurred. As of December 31, 2025 the Company has not capitalized any significant costs.

Revenue recognition:

The Company derives its revenues mainly from sales of products and licenses, security subscriptions and software updates and maintenance. The Company’s products are generally integrated with software that is essential to the functionality of the product. The Company sells its products primarily through channel partners including distributors, resellers, OEMs (Original Equipment Manufacturers), system integrators and MSSPs (Managed Security Service Providers), all of whom are generally considered end-users. The Company’s standard payments terms are net 30 days, however there are cases where the Company extend the payment terms for longer periods. Shipping fees charged to customers are reported as part of revenues.

The Company’s security subscriptions provide customers with access to its suite of security solutions and is sold as a service. Security subscription revenue also includes software licenses that are not distinct from the related software updates. Revenue related to the combined performance obligation is recognized over the period the updates are delivered as the nature of the performance obligation is to provide security over the contract term.

The Company’s software updates and maintenance provide customers with rights to unspecified software product upgrades released during the term of the agreement and include maintenance services to end-user customers, through primarily telephone access to technical support personnel as well as hardware support services. The Company may also provide professional services to its customers.

The Company recognizes revenues in accordance with ASC No. 606, “Revenue from Contracts with Customers”. As such, the Company identifies a contract with a customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to each performance obligation in the contract and recognizes revenues when (or as) the Company satisfies a performance obligation.

The Company’s arrangements typically contain various combinations of its products and licenses, security subscriptions, software updates and maintenance, and professional services, which are distinct and are accounted for as separate performance obligations. The Company allocates the transaction price to each performance obligation based on its relative standalone selling price. Standalone selling prices are typically estimated based on observable transaction when the underlying goods or services are sold on a standalone basis.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Revenues from sales of products and licenses are recognized when control of the promised goods is transferred to the customer, or upon electronic transfer of the Certificate Key to the Customer. Revenues from security subscriptions and from software updates and maintenance are recognized ratably over the term of the agreement since these services generally have a consistent continuous pattern of transfer to a customer during the contract period. Revenues from professional services are recognized over time, based on customer usage, which the Company believes best depicts the transfer of services to the customers. In instances where performance obligations do not have observable standalone sales, the Company utilizes available information that may include market conditions, pricing strategies, and other observable inputs.

Deferred revenues represent mainly the unrecognized revenue billed to customers for security subscriptions and for software updates and maintenance. Such revenues are recognized ratably over the term of the related agreement. The amount of revenues recognized in the period that was included in the opening deferred revenues balance was $1,471.3 and $1,413.8 for the years ended December 31, 2025 and December 31, 2024, respectively.

Revenues expected to be recognized from remaining performance obligations were $2,728.3 and $2,516.1 as of December 31, 2025 and December 31, 2024, respectively. Of the balance as of December 31, 2025 the Company expects to recognize approximately $1,670.1 over the next 12 months and the remainder will be recognized over a period of two to five years thereafter.

The Company records a provision for estimated sales returns, rebates, stock rotations and other rights provided to customers on product and services based on historical sales returns, analysis of credit memo data, rebate plans, stock rotation arrangements and other known factors. This provision is accounted for as variable consideration that is deducted from revenue in the period in which the revenue is recognized. Such provision amounted to $10.8 and $13.6 as of December 31, 2025 and 2024, respectively, and is included in accrued expenses and other liabilities in the consolidated balance sheets.

Sales commissions earned by the Company’s sales force are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized over a period of benefit which is typically over the term of the customer contracts as initial commission rates are commensurate with the renewal commission rates. Amortization expense is included in sales and marketing expenses in the consolidated statements of income. If the amortization period of those costs is one year or less, the costs are expensed as incurred. As of December 31, 2025 and 2024, the amount of deferred commission was $28.9 and $41.5, respectively, and is included in other short term and other long term assets on the balance sheets. During the years ended on December 31, 2025, 2024 and 2023 the Company recorded amortization expenses in connection with deferred commissions in the amount of $17.7, $15.3 and $10.6, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts generally do not include a significant financing component. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing its products and services, not to receive financing from its customers or to provide customers with financing. The Company has elected to apply the practical expedient such that it does not evaluate payment terms of one year or less for the existence of a significant financing component. Revenue is recognized net of any taxes collected from customers which are subsequently remitted to governmental entities.

For information regarding disaggregated revenues, please refer to Note 16 below.

Cost of revenues:

Cost of products and licenses is comprised of cost of software and hardware production, manuals, packaging and shipping.

Cost of security subscriptions is comprised of costs paid to third parties, hosting and infrastructure costs and costs of customer support related to these services.

Cost of software updates and maintenance is mainly comprised of cost of post-sale customer support and professional services.

Amortization of technology is comprised of amortization of core technology assets which are used in the Company’s operations, and is presented separately as part of cost of revenues.

Severance pay:

Effective January 1, 2007, the Company’s agreements with employees in Israel, are under Section 14 of the Severance Pay Law, 1963. The Company’s contributions for severance pay have extinguished its severance obligation. Upon contribution of the full amount based on the employee’s monthly salary for each year of service, no additional obligation exists regarding the matter of severance pay and no additional payments is made by the Company to the employee. Further, the related obligation and amounts deposited on behalf of the employee for such obligation are not stated on the balance sheets, as the Company is legally released from the obligation to employees once the required deposit amounts have been paid.

Employee benefit plan:

The Company has a 401(K) defined contribution plan covering certain employees in the U.S. The Company matches 50% of employee contributions to the plan up to a limit of 6% of their eligible compensation. The Company’s matching contribution to the plan were insignificant for the years ended December 31, 2025, 2024 and 2023.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Income taxes:

The Company accounts for income taxes in accordance with ASC No. 740, “Income Taxes” (“ASC No. 740”). ASC No. 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined for temporary differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. The Company accrues interest and indexation related to unrecognized tax benefits on its taxes on income.

ASC No. 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes.

The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement. The Company classifies interest related to unrecognized tax benefits in taxes on income.

Advertising costs:

Advertising costs are expensed as incurred. Advertising expenses for the years ended December 31, 2025, 2024 and 2023, were $11.9, $12.5 and $7.6 respectively.

Concentrations of credit risk:

Financial instruments that could potentially expose the Company to concentrations of credit risk, consist primarily of cash and cash equivalents, short-term bank deposits, marketable securities, trade receivables and foreign currency derivative contracts.

The majority of the Company’s cash and cash equivalents and short-term bank deposits are deposited in major banks in the U.S., Israel and Europe. Deposits in the U.S. may be in excess of federal insured limits and are not insured in other jurisdictions. Generally, these investments may be redeemed upon demand or at maturity, and the Company believes that the financial institutions that hold the Company’s cash deposits are financially sound and, accordingly, bear minimal risk. Marketable securities are held mainly by Check Point Ltd., the Company’s Canadian subsidiary and the U.S. subsidiary, and are invested in securities denominated mainly in US dollar.

The Company’s marketable securities consist mainly of investments in government, corporate and government sponsored enterprises debentures. The Company’s investment policy, approved by the Board of Directors, limits the amount that the Company may invest in any one type of investment, or issuer, thereby reducing credit risk concentrations.

The Company’s trade receivables are geographically dispersed and the majority is derived from sales to channel partners mainly in the United States, Europe and Asia. Concentration of credit risk with respect to trade receivables is limited by credit limits, ongoing credit evaluation and account monitoring procedures.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

The Company’s derivatives expose it to credit risk to the extent that the counterparties may be unable to meet the terms of the agreement. The Company seeks to mitigate such risk by entering into such derivatives with financial institutions with Investment Grade credit rating.

Derivatives and hedging:

The Company accounts for derivatives and hedging based on ASC No. 815, “Derivatives and Hedging” (“ASC No. 815”). ASC No. 815 requires the Company to recognize all derivatives on the balance sheets at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship, as well as the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation. If the derivatives meet the definition of a hedge and are designated as such, depending on the nature of the hedge, changes in the fair value of such derivatives will either be offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings, or recognized in accumulated other comprehensive income until the hedged item is recognized in earnings.

The Company entered into forward contracts to hedge the fair value of assets and liabilities denominated in several foreign currencies. As of December 31, 2025 and 2024, the Company had outstanding forward contracts that did not meet the requirement for hedge accounting, in the notional amount of $196.0 and $253.6, respectively. The Company measured the fair value of the contracts in accordance with ASC No. 820, “Fair Value Measurement” (“ASC No. 820”) (classified as level 2 of the fair value hierarchy). The net gain (losses) resulting from these forward contracts recognized in financial income, net during 2025, 2024 and 2023 were $30.3, $(5.6) and $(6.2), respectively. The change in fair value of the Company’s outstanding forward contracts vs. the notional amounts at December 31, 2025 and 2024 was insignificant.

The Company entered into forward contracts to hedge against the risk of overall changes in future cash flow from payments of payroll and related expenses denominated in New Israeli Shekel, in Euro, and in British Pound. As of December 31, 2025 and 2024, the Company had outstanding forward contracts for payroll and related expenses in the notional amount of $328.7 and $359.4, respectively. These contracts were for a period of up to twelve months.

The Company measured the fair value of the contracts in accordance with ASC No. 820 (classified as level 2 of the fair value hierarchy). These contracts met the requirement for cash flow hedge accounting and, as such, gains (losses) on the contracts are recognized initially as component of Accumulated Other Comprehensive Income in the balance sheets and reclassified to the consolidated statements of income in the period the related hedged items affect earnings.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

During 2025, 2024 and 2023 gains (losses) were reclassified when the related expenses were incurred and recognized in the operating expenses as follow:

	Year ended December 31,
	2025		2024			2023

Cost of revenues	$	1.6	$	(0.3	)	$	(1.2	)
Research and development		15.8		(2.9	)		(13.9	)
Selling and marketing		7.9		(1.4	)		(0.5	)
General and administrative		3.8		(0.7	)		(3.0	)

	$	29.1	$	(5.3	)	$	(18.6	)

Basic and diluted earnings per share:

Basic earnings per share are computed based on the weighted average number of ordinary shares outstanding during each year. Diluted earnings per share are computed based on the weighted average number of ordinary shares outstanding during each year, plus dilutive potential ordinary shares outstanding during the year, in accordance with ASC No. 260, “Earnings Per Share”.

The total weighted average number of shares related to the outstanding options, RSUs, PSUs and the Note to purchase the Company’s Ordinary shares, excluded from the calculations of diluted earnings per share, since it would have an anti-dilutive effect, was 1,057,165, 90,092 and 1,319,235 for 2025, 2024 and 2023, respectively.

The number above for 2025 represents shares underlying the Convertible Notes that were excluded from the computation of diluted earnings per share, as their effect was anti-dilutive for the period. As the principal amount of the Convertible Notes are required to be cash settled, only the amount by which the conversion value exceeds the aggregate principal amount of the Convertible Notes is considered in the diluted earnings per share computation.

Accounting for stock-based compensation:

The Company accounts for stock-based compensation in accordance with ASC No. 718, “Compensation-Stock Compensation” (“ASC No. 718”). ASC No. 718 requires companies to estimate the fair value of equity-based payment awards on the grant date using an option-pricing model.

The Company recognizes compensation expenses for the value of awards granted, based on the straight line method for service based graded vesting awards and based on the accelerated method for performance-based graded vesting awards. Compensation expense is recognized over the requisite service period of the awards. The Company recognizes forfeitures of awards as they occur.

The Company selected the Black-Scholes-Merton option pricing model as the most appropriate model for determining the fair value for its stock options awards and Employee Stock Purchase Plan, whereas the fair value of restricted stock units is based on the closing market value of the underlying shares at the date of grant. The option-pricing model requires a number of assumptions, the most significant of which are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon actual historical stock price movements over the most recent periods ending on the grant date, equal to the expected term of the options.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

The Company determines the grant‑date fair value of its RSUs and PSUs based on the closing market price of its ordinary shares on the date of grant.

The expected term of options granted is based upon historical experience and represents the period of time between when the options are granted and when they are expected to be exercised. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term to the expected term of the options. The Company has historically not paid dividends and has no plans to pay dividends in the foreseeable future.

The fair value of options granted and Employee Stock Purchase Plan in 2025, 2024 and 2023 is estimated at the date of grant using the following weighted average assumptions:

	Year ended December 31,
	2025			2024			2023
Employee Stock Options
Expected volatility		25.61	%		25.16	%		25.71	%
Risk-free interest rate		3.74	%		4.13	%		4.24	%
Dividend yield		0.0	%		0.0	%		0.0	%
Expected term (years)		4.42			4.68			5.45

Employee Stock Purchase Plan

Expected volatility		30.06	%		19.90	%		19.66	%
Risk-free interest rate		3.87	%		5.09	%		5.35	%
Dividend yield		0.0	%		0.0	%		0.0	%
Expected term (years)		0.5			0.5			0.5

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Fair value of financial instruments:

The Company measures its investments in money market funds (classified as cash equivalents), short-term bank deposits, marketable securities and its foreign currency derivative contracts at fair value. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:

Level 1 -

Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

Level 2 -

Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 -

Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The carrying value of trade receivables, prepaid expenses and other assets, trade payables, employees and payroll accruals, and accrued expenses and other liabilities approximate fair value due to the short-term maturities of these instruments.

aa.

Comprehensive income:

The Company accounts for comprehensive income in accordance with ASC No. 220, “Comprehensive Income”. Comprehensive income generally represents all changes in shareholders’ equity during the period except those resulting from investments by, or distributions to, shareholders. The Company determined that its items of other comprehensive income relate to gains and losses on hedging derivative instruments and unrealized gains and losses on available-for-sale debt securities.

ab.

Treasury shares:

The Company repurchases its ordinary shares from time to time on the open market and holds such shares as treasury shares. The Company presents the cost to repurchase treasury stock as a separate component of shareholders’ equity.

The Company reissues treasury shares under the stock purchase plan, upon exercise of options and upon vesting of restricted stock units. Reissuance of treasury shares is accounted for in accordance with ASC No. 505-30 whereby gains are credited to additional paid-in capital and losses are charged to additional paid-in capital to the extent that previous net gains are included therein; otherwise to retained earnings.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

ac.

Legal contingencies:

The Company is currently involved in various claims and legal proceedings. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss.

ad.

Convertible Senior Notes and Capped Call Transactions:

The Convertible Senior Notes (also referred to as “Notes” or “Convertible Notes”) are accounted for in accordance with ASC Subtopic 470, "Debt" and ASC 815 "Derivatives and Hedging". The Company records the Notes at amortized cost as a single unit of account on the consolidated balance sheet, since they were not issued at a substantial premium and do not contain bifurcated embedded derivatives. The carrying value of the liability is represented by the face amount of the Notes, less debt issuance costs, adjusted for any amortization of issuance costs. Issuance costs are being amortized as interest expense over the term of the Convertible Notes, using the effective interest rate method.

Capped call transactions (“Capped Call Transactions” or “Capped Calls”) entered into in connection with the offering of the Notes are separate transactions and are not part of the terms of the Notes. The Capped Calls are considered indexed to the Company’s own stock and are equity-classified. Accordingly, they are recorded within equity. The cost incurred in connection with the Capped Calls was recorded as a reduction to additional paid-in capital.

ae.

Recently adopted Accounting Pronouncements:

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. The Company adopted ASU 2023-09 for the year ended December 31, 2025, and applied the new disclosure requirements prospectively to the current annual period. Prior period disclosures have not been adjusted to reflect the new disclosure requirements. See Note 12 in the accompanying notes to the consolidated financial statements for further detail.

af.

Recently Issued Accounting Pronouncements, not yet adopted:

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

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CHECK POINT SOFTWARE TECHNOLOGIES LTD.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. The practical expedient assumes that current conditions as of the balance sheet date do not change for the remaining life of the assets. The guidance is effective for the Company for the first quarter beginning January 1, 2026, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-05.

In September 2025, the FASB issued ASU 2025-06, Intangible - Goodwill and Other Internal-Use Software (Subtopic 350-40), Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting guidance for costs to develop software for internal use. It removes the previous development stage model and introduces a more judgment-based approach. The guidance is effective for the Company for the first quarter beginning January 1, 2028, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-06.

In November 2025, the FASB issued ASU 2025-09 to amend the guidance in Derivatives and Hedging (Topic 815). The update provides targeted improvements intended to enhance the application of hedge accounting, including expanded eligibility of forecasted transactions, additional flexibility in measuring hedge effectiveness, and clarifications related to hedging non-financial items. The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. The Company is currently evaluating the impact on its financial statement disclosures.

NOTE 3:- ACQUISITIONS

The Company accounted for the following transaction as a business combination and allocated the purchase consideration to assets acquired and liabilities assumed based on their estimated fair values.

In addition, the transactions included additional consideration related to compensation for post combination services which were recorded as prepaid expenses and other long term assets and will be recognized over the requisite service period.

On September 11, 2023, the Company completed the acquisition of all outstanding shares of Atmosec Ltd. (“Atmosec”), a privately-held Israeli-based company, An early-stage start-up, Atmosec specializes in the rapid discovery and disconnection of malicious SaaS applications, preventing risky third party SaaS communications, and rectifying SaaS misconfigurations.

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CHECK POINT SOFTWARE TECHNOLOGIES LTD.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 3:- ACQUISITIONS (Cont.)

On September 13, 2023, the Company completed the acquisition of all outstanding shares of Perimeter 81 Ltd. (“Perimeter 81”), a privately-held Israeli-based company, recognized as a leader in the Forrester Zero Trust Wave, brings an innovative approach to security service edge (SSE) that combines cloud and on-device protection. Perimeter 81 is offering a unique suite of capabilities, including Zero Trust Access, full mesh connectivity between users, branches and applications. The Company acquired Perimeter 81 for total consideration of approximately $503.1.

The Company allocated the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on the estimates of their fair values, which were determined using generally accepted valuation techniques based on estimates and assumptions made by management.

Goodwill arising from the Perimeter 81 acquisition was primarily assigned to the synergies between Perimeter 81 solution with Check Point Infinity´s architecture which allows Check Point to deliver a complete Secure Access Service Edge (SASE) offering across internet access, Zero-Trust private access, SaaS security and SD-WAN. This enables Check Point to enter new fields or markets. Goodwill is not expected to be deductible for income tax purposes.

	Weighted Average Useful Life		Amount

Goodwill			$	322.8
Core technology		8 Years		99.6
Customer relationship		2 Years		57.0
Net assets acquired				23.7
Total			$	503.1

The fair value of Core technology was determined using the income approach, specifically the multi-period excess earnings method.

Customer relationships represent the fair value of existing contractual relationships and customer loyalty determined based on existing relationships using the income approach, specifically the with and without method.

The fair value of the identified intangible assets subject to amortization are amortized over the assets’ estimated useful lives based on the pattern in which the economic benefits are expected to be received to cost of revenues and operating expenses.

In 2023, Perimeter 81 acquisition-related costs were immaterial and recorded on the Company’s consolidated statements of income. Acquisition-related costs are primarily comprised of direct transaction costs.

Unaudited Pro forma results of operations related to this acquisition have not been presented because they are not material to the Company’s consolidated statements of income.

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CHECK POINT SOFTWARE TECHNOLOGIES LTD.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 3:- ACQUISITIONS (Cont.)

On October 17, 2023, the Company completed the acquisition of all outstanding shares of R&M computer consultants, Inc. (“rmsource”), a privately-held US-based company, rmsource is a provider of managed cyber security services, cloud security and cloud migration and IT management.

On September 30, 2024, the Company completed the acquisition of all outstanding shares of Cyberint Ltd. (“Cyberint”), a privately-held Israeli-based company, specializes in threat intelligence, digital risk protection, and attack surface management. The Company acquired Cyberint for total consideration of approximately $188.6. Cyberint cloud security technology platform, especially in the areas of security from external risks, Security operations center (SecOps) and users protection, will enable the Company to expand the threat prevention capabilities of its Infinity platform and enter new markets.

Goodwill arising from the Cyberint acquisition is primarily attributed to synergies. Goodwill is not expected to be deductible for income tax purposes.

	Weighted Average Useful Life		Amount

Goodwill			$	133.4
Core technology		7 Years		51.2
Customer relationship		1 Years		15.7
Net assumed liabilities				(11.7	)
Total			$	188.6

The fair value of Core technology was determined using the income approach, specifically the multi-period excess earnings method.

In 2024, Cyberint acquisition-related costs were immaterial and recorded on the Company’s consolidated statements of income. Acquisition-related costs are primarily comprised of direct transaction costs.

Unaudited Pro forma results of operations related to this acquisition have not been presented because they are not material to the Company’s consolidated statements of income.

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CHECK POINT SOFTWARE TECHNOLOGIES LTD.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 3:- ACQUISITIONS (Cont.)

On June 9, 2025, the Company completed the acquisition of all outstanding shares of Veriti Security Ltd. (“Veriti”), a privately-held Israeli-based company, which develops and markets a cyber software platform that combines AI and machine learning and provides a holistic understanding of security and risk posture. The Company acquired Veriti for total consideration of approximately $92.5. Veriti introduces preemptive exposure management, delivering automated remediation of threat exposure risks and collaborative threat prevention across complex multi-vendor environments, which would enable the Company to expand its product portfolio.

The Company allocated the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on the preliminary estimates of their fair values, which were determined using generally accepted valuation techniques based on estimates and assumptions made by management. The fair values are subject to adjustment for up to one year after the close of the transaction as additional information is obtained. Any adjustments to the preliminary purchase price allocation identified during the measurement period are recognized in the period in which the adjustments are determined.

Goodwill arising from the Veriti acquisition is primarily attributed to synergies. Goodwill is not expected to be deductible for income tax purposes.

	Weighted Average Useful Life		Amount

Goodwill			$	58.5
Core technology		7 Years		19.8
Customer relationship		5 Years		12.4
Net assumed assets				1.8
Total			$	92.5

The fair value of Core technology was determined using the income approach, specifically the multi-period excess earnings method.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 3:- ACQUISITIONS (Cont.)

From the Veriti Acquisition Date to December 31, 2025, the consolidated statements of income include immaterial revenue and operating results attributable to Veriti.

In 2025, Veriti acquisition-related costs were immaterial and recorded on the Company’s consolidated statements of income. Acquisition-related costs are primarily comprised of direct transaction costs.

Unaudited Pro forma results of operations related to this acquisition have not been presented because they are not material to the Company’s consolidated statements of income.

On October 22, 2025, the Company completed the acquisition of all outstanding shares of Lakera AI AG (“Lakera”), a privately-held Swiss company. Lakera is a specialized AI-security company focused on protecting generative AI applications - like large language models, chatbots, autonomous AI agents, and multimodal systems - from advanced cyber threats unique to AI environments. Lakera’s core mission is to secure the AI-powered future by providing AI-native security solutions that protect enterprises as they adopt generative AI at scale. Rather than bolting AI onto traditional cybersecurity tools, Lakera builds its technology from the ground up specifically for AI threats, such as prompt injections, data leakage, model manipulation, and autonomous agent risks. This would enable the Company to expand its product portfolio. The Company acquired Lakera for total consideration of approximately $201.8.

Goodwill arising from the Lakera acquisition is primarily attributed to synergies. Goodwill is not expected to be deductible for income tax purposes.

	Weighted Average Useful Life		Amount

Goodwill			$	150.1
Core technology		7 Years		44.0
Customer relationship		1 Years		4.4
Trademark		1Years		0.3
Net assumed assets				3.0
Total			$	201.8

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 3:- ACQUISITIONS (Cont.)

The fair value of Core technology was determined using the income approach, specifically the multi-period excess earnings method.

Trademarks represent the fair value of royalties that would have been charged by a market participant to license such trademark using the income approach, specifically the relief-from-royalty method.

From the Lakera Acquisition Date to December 31, 2025, the consolidated statements of income include immaterial revenue and operating results attributable to Lakera.

In 2025, Lakera acquisition-related costs were immaterial and recorded on the Company’s consolidated statements of income. Acquisition-related costs are primarily comprised of direct transaction costs.

Unaudited Pro forma results of operations related to this acquisition have not been presented because they are not material to the Company’s consolidated statements of income.

NOTE 4: CASH AND CASH EQUIVALENTS, SHORT-TERM BANK DEPOSITS AND MARKETABLE SECURITIES

	December 31,
	2025		2024
Cash and cash equivalents:
Cash	$	109.8	$	54.5
Money market funds		1,464.5		158.1
Short term deposits		225.7		293.6

Total Cash and cash equivalents		1,800.0		506.2

Short-term bank deposits:		525.7		134.0
Marketable securities:
Debt securities issued by the U.S. Treasury and other U.S. government agencies		474.3		518.4
Debt securities issued by other governments		39.3		55.4
Corporate debt securities		1,502.4		1,569.8

Total Marketable securities		2,016.0		2,143.6
Total Cash and cash equivalents, short-term bank deposits and marketable securities	$	4,341.7	$	2,783.8

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 4: CASH AND CASH EQUIVALENTS, SHORT-TERM BANK DEPOSITS AND MARKETABLE SECURITIES (Cont.)

The following table classifies the Company’s marketable securities by contractual maturities:

	December 31, 2025
	Amortized Cost		Gross unrealized gain		Gross unrealized loss			Fair Value
Contractual maturity year:
Within one year	$	689.6	$	1.2	$	(1.6	)	$	689.2
After one year through five years		1,312.3		15.0		(0.5	)		1,326.8

Total	$	2,001.9	$	16.2	$	(2.1	)	$	2,016.0

From the total of $2.1 and $20.3 unrealized losses as of December 31, 2025 and 2024, $1.1 and $9.7 were in continuous unrealized loss for more than 12 months, respectively. The unrealized loss balance declined as the short term yield curve shifted lower in 2025, which positively impacted the fair value of securities in the Company’s portfolio.

As of December 31, 2025 and 2024, interest receivable amounted to $19.6 and $17.7, respectively, and is included within prepaid expenses and other assets in the balance sheets.

	December 31, 2024
	Amortized Cost		Gross unrealized gain		Gross unrealized loss			Fair Value
Contractual maturity year:
Within one year	$	736.3	$	0.3	$	(4.9	)	$	731.7
After one year through five years		1,424.5		2.8		(15.4	)		1,411.9

Total	$	2,160.8	$	3.1	$	(20.3	)	$	2,143.6

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 5:- FAIR VALUE MEASUREMENTS

In accordance with ASC No. 820, the Company measures its money market funds, short-term bank deposits, marketable securities and foreign currency derivative contracts at fair value. Money market funds and short term bank deposits are classified within Level 1. Marketable securities are classified within Level 2 or Level 3. This is because these assets are mostly valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs, or based on unobservable inputs. Foreign currency derivative contracts are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments.

The Level 3 Corporate debt security was structured and issued by a global financial institution and valued based on issuer risk, sovereign credit risk and interest rates. The Financial income related to the instrument during 2025 and 2024 was insignificant.

The Company’s financial assets measured at fair value on a recurring basis, excluding accrued interest components, consisted of the following types of instruments as of the following dates:

	December 31,
	2025								2024
	Fair value measurements using input type								Fair value measurements using input type
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash	$	109.8	$	-	$	-	$	109.8	$	54.5	$	-	$	-	$	54.5
Cash equivalents
Money market funds		1,464.5		-		-		1,464.5		158.1		-		-		158.1
Short term deposits		225.7		-		-		225.7		293.6		-		-		293.6
Short-term bank deposits		525.7		-		-		525.7		134.0		-		-		134.0
Marketable securities:
Debt securities issued by the U.S. Treasury and other U.S. government agencies		-		474.3		-		474.3		-		518.4		-		518.4
Debt securities issued by other governments		-		39.3		-		39.3		-		55.4		-		55.4
Corporate debt securities		-		1,482.2		20.2		1,502.4		-		1,549.6		20.2		1,569.8
Foreign currency derivative contracts		-		29.8		-		29.8		-		3.3		-		3.3

Total financial assets	$	2,325.7	$	2,025.6	$	20.2	$	4,371.5	$	640.2	$	2,126.7	$	20.2	$	2,787.1

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 5:- FAIR VALUE MEASUREMENTS (Cont.)

As of December 31, 2025, the estimated fair value of the Convertible Notes was $2,007.4. The fair value of the Convertible Notes is considered to be Level 2 within the fair value hierarchy and was determined based on quoted prices of the Convertible Notes in an over-the-counter market.

NOTE 6:- PROPERTY AND EQUIPMENT, NET

	December 31,
	2025		2024
Cost:
Computers and peripheral equipment	$	125.4	$	108.1
Office furniture and equipment		12.4		11.8
Building		79.3		78.7
Leasehold improvements		31.0		33.4

		248.1		232.0
Accumulated depreciation		165.2		151.2

Property and equipment, net	$	82.9	$	80.8

NOTE 7:-

GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill:

	2025		2024
Balance as of January 1	$	1,695.7	$	1,554.4
Acquisitions		208.6		141.3

Balance as of December 31	$	1,904.3	$	1,695.7

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 7:-

GOODWILL AND INTANGIBLE ASSETS, NET (Cont.)

Intangible assets, net:

	Useful		December 31,
	Life		2025		2024
Original amount:
Core technology		7–8	$	294.3	$	230.5
Trademarks and trade names		1–20		7.8		7.5
Customer relationship		1–5		96.4		79.6

				398.5		317.6

Accumulated amortization:
Core technology				95.6		63.1
Trademarks and trade names				7.5		7.1
Customer relationship				81.2		46.0

				184.3		116.2

Intangible assets, net:
Core technology				198.7		167.4
Trademarks and trade names				0.3		0.4
Customer relationship				15.2		33.6

			$	214.2	$	201.4

Intangible assets which were fully amortized as of the prior year, are disposed from the original amount and the accumulated amortization balances.

The estimated future amortization expense of Intangible assets as of December 31, 2025 is as follows:

2026	$	44.8
2027		37.6
2028		36.4
2029		35.0
2030		30.1
Thereafter		30.3

	$	214.2

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 8:-

DEFERRED REVENUES

Deferred revenues consisted of the following:

	December 31,
	2025		2024

Security subscriptions	$	1,226.8	$	1,064.0
Software updates and maintenance		923.0		896.7
Other		30.6		39.6

	$	2,180.4	$	2,000.3

The majority of the deferred revenues are recognized within one year or less and presented as current deferred revenues in the balance sheets. All of the remaining deferred revenues are presented as long term deferred revenues and are recognized for a period greater than one year and up to five years.

NOTE 9:-

ACCRUED EXPENSES AND OTHER LIABILITIES

The components of accrued expenses and other liabilities are as follows:

	December 31,
	2025		2024

Accrued products and licenses costs	$	63.9	$	66.0
Marketing expenses payable		4.7		2.3
Income tax payable		10.2		28.6
Legal accrual		15.4		22.5
Other accrued expenses		55.5		57.2

	$	149.7	$	176.6

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CHECK POINT SOFTWARE TECHNOLOGIES LTD.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 10:-

CONVERTIBLE SENIOR NOTES, NET

Convertible note

In December 2025, the Company issued $2,000 aggregate principal amount, 0% coupon rate, of Convertible Senior Notes due 2030 (the “Convertible Notes”). The Convertible Notes mature on December 15, 2030 unless earlier repurchased, redeemed or converted. Upon conversion, the Company will settle the principal amount of converted notes using cash and the conversion premium will be settled using cash, ordinary shares or a combination of each, at the Company's election.

The Convertible Notes are convertible at an initial conversion rate of 4.1042 Ordinary Shares per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $243.65 per Ordinary Share). The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture. In addition, following certain corporate events that occur prior to the maturity date, or following Company’s delivery of a notice of tax redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert his notes in connection with such a corporate event or notice of tax redemption, as the case may be.

If the last reported sale price of our ordinary shares on the trading day immediately preceding the business day immediately preceding December 15, 2028 is less than 110% of the conversion price, holders of the notes have the right to require us to repurchase for cash all or any portion of their notes on December 15, 2028 at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid special interest to, but excluding, the repurchase date. In addition, if we undergo a fundamental change, holders may require us to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date.

Conversion terms:

Prior to the close of business on the business day immediately preceding September 16, 2030, a holder may convert its Convertible Notes only under the following circumstances:

a. During any calendar quarter commencing after the calendar quarter ending on March 31, 2026 (and only during such calendar quarter), if the last reported sale price of the Company’s ordinary shares for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day.

b. During the five business day period after any 10 consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the ordinary shares and the conversion rate on each such trading day.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 10:-

CONVERTIBLE SENIOR NOTES, NET (Cont.)

c. If the Company calls the Convertible Notes for redemption in certain circumstances, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or

d. Upon the occurrence of specified corporate events.

On or after September 16, 2030, until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert its Convertible Notes at any time, regardless of the foregoing circumstances. During the year ended December 31, 2025, the conditions allowing holders of the Convertible Notes to convert were not met. The Convertible Notes were included within long-term liabilities in the consolidated balance sheet as of December 31, 2025.

The Company may redeem for cash (1) all of the Convertible Notes at any time on or prior to the 30th scheduled trading day immediately preceding the maturity date if certain tax-related events occur and (2) all or any portion (subject to certain limitations) of the Convertible Notes, at any time, and from time to time, on or after December 20, 2028, and on or before the 30th scheduled trading day immediately before the maturity date, at its option at any time and from time to time, if the last reported sale price per share of Check Point’s ordinary shares has been at least 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. Upon the occurrence of a fundamental change (as defined in the Indenture), holders may require the Company to repurchase for cash all or any portion of their Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date.

The carrying amount of the liability is represented by the face amount of the notes, less total issuance costs, plus any amortization of issuance costs. The total issuance costs upon issuance of the notes were $28.25 and are amortized to interest expense using the effective interest rate method over the contractual term of the notes. Interest expense is recognized at an annual effective interest rate of 0.28% over the contractual term of the notes.

The net carrying amount of the Convertible Notes were as follows:

	2025
Principal original amount	$	2,000.0
Unamortized debt issuance costs		(27.9	)

Net carrying amount	$	1,972.1

The Company recognized interest expense on the Convertible Notes as follows:

	2025

Amortization of debt issuance costs	$	0.4

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 10:-

CONVERTIBLE SENIOR NOTES, NET (Cont.)

Capped Call Transactions

In connection with the pricing of the Convertible Notes, the Company entered into capped call transactions (“Capped Call Transactions”) with certain of the purchasers of the Convertible Notes. The Capped Call Transactions are purchased call options that give the Company the option to purchase the Company's ordinary shares, subject to anti-dilution adjustments substantially identical to those in the Convertible Notes. The Capped Call Transactions will expire in 2030, if not exercised earlier. The Capped Call Transactions are intended to offset potential dilution to the Company’s ordinary shares and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount upon any conversion of the Convertible Notes under certain circumstances described in the Capped Call Transactions. The Capped Call Transactions are separate transactions and are not part of the terms of the Convertible Notes. As the Capped Call Transactions are considered indexed to the Company's shares and are considered equity classified, they are recorded in shareholders’ equity on the consolidated balance sheets. The Capped Call Transactions each have an initial strike price of $243.65 and an initial cap price of approximately $334.43 per share, which represents a premium of 75% over the last reported sale price of the Company’s ordinary shares of $191.10 per share on December 3, 2025, and is subject to certain adjustments under the terms of the Capped Call Transactions. The Company paid an aggregate amount of $192 for Capped Call Transactions. The amount paid for the Capped Call Transactions was recorded as a reduction to additional paid-in capital in the consolidated balance sheets.

NOTE 11:-

COMMITMENTS AND CONTINGENT LIABILITIES

Litigations:

The Company is the defendant in various lawsuits, including employment-related litigation claims, construction claims and other legal proceedings in the normal course of its business. Litigation and governmental proceedings can be expensive, lengthy and disruptive to normal business operations, and can require extensive management attention and resources, regardless of their merit. While the Company intends to defend the aforementioned matters vigorously, it believes that a loss in excess of its accrued liability with respect to these claims is not probable.

On July 15, 2025, the Company and the Israeli Tax Authorities entered into a settlement agreement under which the Company agreed to pay total additional taxes of NIS 223.2 million (approximately $66 million) in respect of the 2016–2020 tax years, which was ratified by the District Court on July 16, 2025. The Company settled the tax demand payment to the ITA on July 31, 2025. The settlement fully and finally resolves all tax matters between the Company and the ITA relating to the 2016-2020 tax years. See also Note 12a.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 12:- TAXES ON INCOME

Israeli taxation:

1. Corporate tax:

Pursuant to Amendment 73 to the Investment Law adopted in 2017, a Company located in the Center of Israel that meets the conditions for “Preferred Technological Enterprises”, is subject to tax rate of 12%. The Company believes it meets those conditions.

“Special Preferred Technological Enterprise” (with consolidated annual revenue of its group is at least NIS 10 billion), as defined by the Investment Law, is entitled to a reduced tax rate of 6% on its preferred technological income, regardless of the place the company’s technology preferred enterprise is located.

Income not eligible for Preferred Enterprise benefits is taxed at a regular rate of 23%.

Reduced income under the Investment Law including the Preferred Enterprise Regime, Preferred Technological Enterprise Regime and Special Preferred Technological Enterprise will be freely distributable as dividends, subject to a 15% or 20% withholding tax (or lower rate for non-Israeli resident shareholder, under an applicable tax treaty). However, upon the distribution of a dividend from Preferred Income, Technological Preferred Enterprise and Special Preferred Technological Enterprise to an Israeli company, no withholding tax will be remitted.

The Company may also receive benefits pursuant to the Law for the Encouragement of Knowledge Intensive Industry (Temporary Provision), 2023 (the “Law”), which was enacted on July 31, 2023. The Law provides certain benefits to entities that qualify as Preferred Technological Enterprise, special deductions in connection with acquisitions where certain criteria are met.

Pursuant to a temporary tax relief initiated by the Israeli government, a company that elected by November 11, 2013, to pay a reduced corporate tax rate as set forth in the temporary tax relief with respect to undistributed exempt income generated under the Investment Law accumulated by the Company until December 31, 2011 (“Trapped Earnings”) is entitled to distribute a dividend from such income without being required to pay additional corporate tax with respect to such dividend. A company that has so elected must make certain qualified investments in Israel over five-year period. A company that has elected to apply the temporary tax relief cannot withdraw from its election. The Company has elected to apply the temporary tax relief by the respective date and believes it meets those conditions.

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CHECK POINT SOFTWARE TECHNOLOGIES LTD.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 12:- TAXES ON INCOME (Cont.)

The implementation of the Israeli Pillar Two Law is expected to increase the Company’s reported tax expenses beginning in 2026. Based on the current Proposed R&D Incentive Legislation and its associated tax credit, and assuming enactment effective January 1, 2026, income tax expense is expected to increase, while the net cash impact is not expected to be material. However, the ultimate impact will depend on the final form of the proposed R&D Incentive Legislation, if and when enacted and the amount of tax credits approved thereunder.

In January 2023, the Israeli Tax Authority (the “ITA”) issued orders for the years 2016 through 2019 challenging our positions on several issues and demanded the payment of additional taxes in the aggregate amount of NIS 536 million (approximately $158 million), not including an amount of NIS 476 million (approximately $140 million) related to expenses that will be deductible in future years, with respect of these four tax years (these amounts include interest and indexation up to the tax settlement’s payment date, i.e. 31 July 2025). On November 29, 2023, the Company filed an appeal to the District Court of Tel Aviv against these orders.

In addition, the ITA has issued tax assessment for the 2020 tax year in which it demanded the payment of additional taxes in the aggregate amount of NIS 94 million (approximately $28 million), not including an amount of NIS 106 million (approximately $31 million) related to expenses that will be deductible in future years, with respect to the 2020 tax year (these amounts include interest and indexation up to the tax settlement’s payment date, i.e. 31 July 2025). On December 31, 2023 we submitted a tax appeal against the 2020 tax assessment to the ITA.

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CHECK POINT SOFTWARE TECHNOLOGIES LTD.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 12:- TAXES ON INCOME (Cont.)

Our tax assessments through the 2020 tax year are considered final.

Foreign Exchange Regulations:

Under the Foreign Exchange Regulations, Check Point Ltd. and its Israeli subsidiaries calculate their tax liability in dollar according to certain orders.

The tax liability, as calculated in dollar is translated into New Israeli Shekels according to the exchange rate as of December 31, of each year.

Income taxes of non-Israeli subsidiaries:

Non-Israeli subsidiaries are taxed according to the tax laws in their respective countries of residence.

The Company does not provide deferred tax liabilities when it intends to reinvest earnings of foreign subsidiaries indefinitely or if distributed, no tax liability will be imposed. Undistributed earnings of foreign subsidiaries that are not distributed amounted to $639.5 and unrecognized deferred tax liability related to such earning amounted to $102.0 as of December 31, 2025.

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CHECK POINT SOFTWARE TECHNOLOGIES LTD.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 12:- TAXES ON INCOME (Cont.)

Deferred tax assets and liabilities:

Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of December 31, 2025 and 2024, the Company’s deferred taxes were in respect of the following:

	December 31,
	2025			2024

Carry forward tax losses	$	30.9		$	38.2
Employee stock based compensation		33.0			29.7
Deferred revenues		3.0			3.1
Tax credits		40.6			37.9
Unrealized loss on marketable securities		-			3.5
Accrued employee costs		13.3			15.7
Other		16.2			19.2

Deferred tax assets before valuation allowance		137.0			147.3
Valuation allowance – mainly in respect to carryforward losses		(1.0	)		(5.5	)

Deferred tax asset		136.0			141.8

Intangible assets		(24.3	)		(29.6	)
Deferred commission		(7.2	)		(10.4	)
Unrealized gain on marketable securities		(2.9	)		-
Other		(13.1	)		(8.8	)

Deferred tax liability		(47.5	)		(48.8	)

Deferred tax asset, net *)	$	88.5		$	93.0

*) As of December 31, 2025 and 2024 unrecognized tax benefit in the amounts of $20.2 and $18.3 was presented net from deferred tax asset.

Through December 31, 2025, the U.S. subsidiaries had a U.S. federal loss carry-forward of approximately $18.3 that can be carried forward and offset against taxable income and subject to limitation on their utilization. Through December 31, 2025, the U.S. subsidiaries had a U.S. state net loss carry forward of approximately $27.7, expiring gradually beginning 2035 and subject to limitation on their utilization.

Through December 31, 2025, the U.S. subsidiaries had federal and states research and development tax credits of approximately $30.3, which expire between fiscal years 2025 and fiscal 2042 and are subject to limitations on their utilization.

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AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 12:- TAXES ON INCOME (Cont.)

Income before taxes on income (tax benefit) is comprised as follows:

	Year ended December 31,
	2025		2024		2023

Domestic	$	906.5	$	854.9	$	901.6
Foreign		38.6		117.2		74.0

	$	945.1	$	972.1	$	975.6

Taxes on income (tax benefit) are comprised of the following:

	Year ended December 31,
	2025			2024			2023

Domestic taxes:
Current	$	(112.6	)	$	120.5		$	140.6
Deferred		(3.6	)		(5.9	)		(23.0	)

		(116.2	)		114.6			117.6

Foreign taxes:
Current		11.8			16.4			13.1
Deferred		(7.4	)		(4.6	)		4.6

		4.4			11.8			17.7

Taxes on income (tax benefit)	$	(111.8	)	$	126.4		$	135.3

The Company operates its business in various countries and accordingly attempts to utilize an efficient operating model to structure its tax payments based on the laws in the countries in which the Company operates. This can cause disputes between the Company and various tax authorities in different parts of the world.

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CHECK POINT SOFTWARE TECHNOLOGIES LTD.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 12:- TAXES ON INCOME (Cont.)

A reconciliation of the beginning and ending amount of unrecognized tax benefits related to uncertain tax positions is as follows:

	December 31,
	2025			2024

Beginning balance	$	402.8		$	380.4
Settlement and decrease related to tax positions taken during prior years		(162.9	)		(67.9	)
Increase related to tax positions taken during prior years		17.0			36.4
Increase related to tax positions taken during the current year		59.3			53.9

Ending balance	$	*)316.2		$	*)402.8

*) As of December 31, 2025 and 2024 unrecognized tax benefit in the amounts of $20.2 and $18.3 was presented net from deferred tax asset.

Substantially all the balance of unrecognized tax benefits, if recognized, would reduce the Company’s annual effective tax rate.

The Company adjusts the unrecognized tax benefit liability and income tax expense in the period in which the uncertain tax position is effectively settled, the statute of limitations expires or when new information is available. There is a reasonable possibility that $50.9 out of the unrecognized tax benefit liability will be adjusted within 12 months due to statute of limitations.

During the years ended December 31, 2025, 2024 and 2023, the Company recorded $(41.3), $2.4 and $12.6, respectively for interest expense (income) related to uncertain tax positions. As of December 31, 2025 and 2024, the Company had accrued interest liability related to uncertain tax positions in the amounts of $33.7 and $75.0, respectively, which is included within income tax accrual on the balance sheets. The Company did not accrue penalties during the years ended December 31, 2025, 2024 and 2023.

The Company files federal and state income tax returns in the U.S. All of the U.S subsidiaries’ tax years are subject to examination by the U.S. federal and most U.S. state tax authorities due to their carry-forward tax losses and overall credit carry-forward position, except for Check Point Software Technologies Inc. that the assessment statue period for tax years throughout 2017 have expired.

The Company believes that it has adequately provided for any reasonably foreseeable outcomes related to tax audits and settlement. The final tax outcome of its tax audits could be different from that which is reflected in the Company’s income tax provisions and accruals. Such differences could have a material effect on the Company’s income tax provision and net income in the period in which such determination is made. The Company believes it had adequately provided for all of its uncertain tax positions, including those items currently under dispute.

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CHECK POINT SOFTWARE TECHNOLOGIES LTD.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 12:- TAXES ON INCOME (Cont.)

Reconciliation of the theoretical tax expenses:

The following table presents the reconciliation between the Company’s theoretical income tax and effective income tax for the year ended December 31, 2025 after the adoption of ASU 2023-09:

	Year ended December 31,
	2025

Israeli Statutory Corporate Tax Rate	$	217.4		23.0	%
Foreign tax effects
Other jurisdictions		13.8		1.5	%
Foreign tax credits		(17.9	)	(1.9	)%
Nontaxable or nondeductible items		0.4		0.1	%
Special Preferred Technological Enterprise		(170.9	)	(18.1	)%
Change in unrecognized tax benefits		(127.9	)	(13.5	)%
Special deduction		(31.1	)	(3.3	)%
Other adjustments		4.4		0.4	%

Total Effective Tax Rate	$	(111.8	)	(11.8	)%

The following table presents the reconciliation between the Company’s theoretical income taxes and effective income taxes for the years ended December 31, 2024 and 2023 prior the adoption of ASU 2023-09:

	Year ended December 31,
	2024			2023

Income before taxes as reported in the consolidated statements of income	$	972.1		$	975.6

Statutory tax rate in Israel		23	%		23	%

Decrease in taxes resulting from:
Effect of “Technological preferred or Preferred Enterprise” status *)		(11	)%		(8	)%
Others, net		1	%		(1	)%

Effective tax rate		13	%		14	%

*) Basic earnings per share amounts of the benefit resulting from the “Technological preferred or Preferred Enterprise” status	$	0.58		$	0.66

*) Diluted earnings per share amounts of the benefit resulting from the “Technological preferred or Preferred Enterprise” status	$	0.56		$	0.65

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CHECK POINT SOFTWARE TECHNOLOGIES LTD.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 12:- TAXES ON INCOME (Cont.)

Income taxes paid:

The following table presents cash paid for income taxes, net of refunds received, for the year ended December 31, 2025, pursuant to the disclosure requirements of ASU 2023-09:

	Year ended December 31,
	2025

Israel	$	143.5
Other jurisdictions		13.2

	$	156.7

NOTE 13:- SHAREHOLDERS’ EQUITY

General:

Ordinary shares confer upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right to receive dividends if declared.

Share repurchase:

On July 11, 2024 the Company announced the expansion of the Company’s on-going share repurchase program by an additional $2,000. Under the share repurchase program, as extended, the Company is authorized to continue to repurchase up to $325 each quarter. In connection with our convertible notes offering in December 2025, the Board of Directors authorized to repurchase an additional $100 million in December 2025. Under the repurchase programs, share purchases may be made from time to time depending on market conditions, share price, trading volume and other factors and will be funded from available working capital.

As of December 31, 2025, the Company repurchased ordinary shares for an aggregate amount of $17,072.6. During 2025, 2024 and 2023 the Company repurchased 6,848,579, 7,661,359, and 9,857,092 shares for an aggregate amount of $1,400.0, $1,299.9 and $1,287.6, respectively.

Stock Options, RSUs and PSUs:

In 2005, the Company adopted two new equity incentive plans, which were subsequently amended in January 2014 and in July 2018: the 2005 United States Equity Incentive Plan and the 2005 Israel Equity Incentive Plan together are referred to as the Equity Incentive Plans.

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CHECK POINT SOFTWARE TECHNOLOGIES LTD.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 13:- SHAREHOLDERS’ EQUITY (Cont.)

Under the Equity Incentive Plans, the Company may grant options to employees, officers and directors at an exercise price equal to at least the fair market value of the ordinary shares at the date of grant and are granted for periods not to exceed seven years. The Company grants under the Equity Incentive Plans options, Restricted Stock Units (“RSUs”) and Performance stock units (“PSUs”) and can also grant a variety of other equity incentives. Options granted under the Equity Incentive Plans generally vest over a period of four years of employment. Options, RSUs and PSUs that are cancelled or forfeited before expiration become available for future grants. RSUs generally vest over a four years period of employment from the grant date while PSUs generally vest over a two to four years period of employment from the grant date. PSUs are subject to certain performance criteria; accordingly, compensation expense is recognized for such awards when it becomes probable that the related performance condition will be satisfied.

Under the Equity Incentive Plans, the Company’s non-employee directors receive on an annual basis options and RSUs grant. Following the amendments to the Equity Incentive Plans in July 2018, commencing December 31, 2018, on December 31 of each year, the number of Reserved and Authorized Shares (as defined below) under both Equity Incentive Plans together shall be annually reset on such date to equal 10% of the sum of (i) the number of ordinary shares issued and outstanding on such date and (ii) the number of ordinary shares reserved and authorized under the Equity Incentive Plans for outstanding awards granted under the Equity Incentive Plans as of such date (provided, however, that in no event shall the number of Reserved and Authorized Shares be less than the number of ordinary shares reserved and authorized under the Equity Incentive Plans for outstanding awards granted under the Equity Incentive Plans as of such date).

The number of “Reserved and Authorized Shares” under the Equity Plans shall equal the sum of (i) the number of ordinary shares reserved and authorized under the Equity Incentive Plans for outstanding options, RSUs, PSUs and other awards granted under the Equity Incentive Plans as of such date, and (ii) the number of ordinary shares reserved, authorized and available for issuance under the Equity Incentive Plans on such date.

As of December 31, 2025, the number of Reserved and Authorized Shares under the Equity Incentive Plans is as detailed below:

Stock Options outstanding			3,128,875
RSU outstanding			2,454,088
PSU outstanding			600,594
Ordinary shares available for issuance under the Equity Incentive Plans			4,995,008

Total Reserved and Authorized Shares as of December 31, 2025			11,178,565

As of December 31, 2025 the aggregate number of shares, stock options, RSU and PSU outstanding is 111,785,649.

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CHECK POINT SOFTWARE TECHNOLOGIES LTD.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 13:- SHAREHOLDERS’ EQUITY (Cont.)

A summary of the Company’s stock option activity and related information is as follows:

	Number of options			Weighted average exercise price		Aggregate intrinsic value		Weighted Average Remaining Contractual Life (Years)
	2025

Outstanding at beginning of year		5,712,254		$	122.42	$	367.18		2.72
Granted		418,246		$	194.71
Exercised		(2,933,709	)	$	114.44
Forfeited		(67,916	)	$	132.72

Outstanding at December 31, 2025		3,128,875		$	139.35	$	148.42		3.74

Exercisable at December 31, 2025		2,080,991		$	125.90	$	124.15		2.82

The weighted average fair values at grant date of options granted for the years ended December 31, 2025, 2024 and 2023 with an exercise price equal to the market value at the date of grant were $54.1, $51.7 and $43.0 per share, respectively.

The total intrinsic value of options exercised during the years 2025, 2024 and 2023 was $284.2, $81.0 and $20.0, respectively.

The aggregate grant-date fair value of stock options that vested during 2025 2024 and 2023 was $16.5, $18.1 and $31.0, respectively.

The aggregate intrinsic value of the outstanding stock options as of December 31, 2025, 2024 and 2023, represents the intrinsic value of 2,710,629 ,5,712,254 and 7,233,044 outstanding options that are in-the-money as of such dates. The remaining 418,246 outstanding options are out-of-the-money as of December 31, 2025.

A summary of the Company’s RSUs and PSUs activity is as follows:

	Year ended December 31, 2025									Weighted-Average Grant Date Fair Value Per Share
	RSUs			PSUs			Total			RSUs		PSUs

Unvested at beginning of year		2,120,275			384,498			2,504,773		$	138.1	$	144.3
Granted		1,462,333			410,490			1,872,823		$	208.8	$	204.5
Vested		(832,855	)		(46,955	)		(879,810	)	$	210.4	$	214.9
Forfeited		(295,665	)		(147,439	)		(443,104	)	$	160.9	$	143.8

		2,454,088			600,594			3,054,682		$	179.4	$	186.8

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CHECK POINT SOFTWARE TECHNOLOGIES LTD.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 13:- SHAREHOLDERS’ EQUITY (Cont.)

The weighted average fair values at grant date of RSUs and PSUs granted for the years ended December 31, 2025, 2024 and 2023 were $207.8, $161.0 and $125.6 per share, respectively.

The total fair value of shares vested during the years 2025, 2024 and 2023 was $185.3, $158.4 and $96.1, respectively.

As of December 31, 2025, the Company had approximately $446.35 of unrecognized compensation expense related to non-vested stock options and non-vested RSU’s and PSU’s, expected to be recognized over a weighted average period of 1.88 years.

Employee Stock Purchase Plan (“ESPP”):

In 1996, the Company adopted an ESPP, which was subsequently amended in 2015. Following these amendments, starting with the purchase period on February 1, 2017, a total of 568,478 ordinary shares were designated for issuance under the US ESPP. On June 19, 2019, the allocation for the US ESPP was increased to 750,000 shares. As well, following amendments of 2015 year, for employees outside the United States, 1,096,795 ordinary shares were authorized for issuance under the Non-US ESPP. On January 16, 2024, the Non-US ESPP was increased by 700,000 ordinary shares, bringing the total allocation for the Non-US ESPP to 1,796,795 ordinary shares. On September 3, 2025, the Non-US ESPP was increased by 1,000,000 ordinary shares, bringing the total allocation for the Non-US ESPP to 2,796,795 ordinary shares and the US ESPP was increased by 500,000 ordinary shares, bringing the total allocation for the US ESPP to 1,250,000 ordinary shares.

As of December 31, 2025, 3,400,717 ordinary shares had been issued under the amended ESPP plan.

Eligible employees may use up to 15% of their salaries to purchase ordinary shares but no more than 1,250 single shares per participant on any purchase date. The ESPP is implemented through an offering every six months. The price of an ordinary share purchased under the ESPP is equal to 85% of the lower of the fair market value of the ordinary share on the subscription date of each offering period or on the purchase date.

During 2025, 2024 and 2023, employees purchased 362,533, 381,859 and 405,458 ordinary shares at average prices of $156.5, $124.8 and $105.8 per share, respectively.

In accordance with ASC No. 718, the ESPP is compensatory and as such results in recognition of compensation cost. For the years ended December 31, 2025, 2024 and 2023, the Company recognized $19.6, $13.7 and $11.4, respectively, of compensation expense in connection with the ESPP.

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CHECK POINT SOFTWARE TECHNOLOGIES LTD.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 13:- SHAREHOLDERS’ EQUITY (Cont.)

Stock-Based Compensation:

Stock-based compensation expense related to stock options, RSUs, PSUs and ESPP is included in the consolidated statements of income as follows:

	Year ended December 31,
	2025		2024		2023

Cost of revenues	$	14.1	$	8.6	$	7.7
Research and development		76.3		53.1		48.7
Selling and marketing		79.8		58.2		56.3
General and administrative		35.4		29.8		32.6

	$	205.6	$	149.7	$	145.3

NOTE 14:-

EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:

	Year ended December 31,
	2025		2024		2023

Net income	$	1,056.9	$	845.7	$	840.3

Weighted average ordinary shares outstanding		107,264,069		110,617,625		116,913,913

Dilutive effect:
Employee stock options, RSUs and PSUs		2,649,720		2,789,271		1,433,836

Diluted weighted average ordinary shares outstanding		109,913,789		113,406,896		118,347,749

Basic earnings per ordinary share	$	9.85	$	7.65	$	7.19

Diluted earnings per ordinary share	$	9.62	$	7.46	$	7.10

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CHECK POINT SOFTWARE TECHNOLOGIES LTD.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 15:-

ACCUMULATED OTHER COMPREHENSIVE INCOME

	Unrealized Gains (losses) on marketable securities			Unrealized Gains (losses) on cash flow hedges			Total

Beginning balance	$	(13.2	)	$	2.9		$	(10.3	)
Other comprehensive income before reclassifications		23.6			48.3			71.9
Amounts reclassified from accumulated other comprehensive income		-			(26.8	)		(26.8	)
Net current period other comprehensive income		23.6			21.5			45.1
Ending balance	$	10.4		$	24.4		$	34.8

NOTE 16:-

GEOGRAPHIC INFORMATION AND SELECTED STATEMENTS OF INCOME DATA

Summary information about geographical areas:

The Company operates in one reportable segment (see Note 1 for a brief description of the Company’s business). The total revenues are attributed to geographic areas based on the location of the Company’s channel partners which are considered as end customers, as well as direct customers of the Company.

The following tables presents total revenues and property and equipment, net, by geographic area:

1. Revenues based on the channel partners’ location:

	Year ended December 31,
	2025		2024		2023

Americas, principally the U.S.	$	1,142.7	$	1,070.4	$	1,025.7
EMEA *)		1,174.2		1,120.5		1,050.4
Israel		74.0		72.9		66.3
Asia Pacific		334.5		301.2		272.3

	$	2,725.4	$	2,565.0	$	2,414.7

*) Includes Europe, the Middle East (excluding Israel) and Africa.

Includes United Kingdom with 14%,15% and 16% from the total revenues in 2025, 2024 and 2023 respectively.

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CHECK POINT SOFTWARE TECHNOLOGIES LTD.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 16:-

GEOGRAPHIC INFORMATION AND SELECTED STATEMENTS OF INCOME DATA (Cont.)

2. Property and equipment, net and ROU assets:

	December 31,
	2025		2024

Israel	$	78.0	$	78.4
U.S.		11.9		9.3
Rest of the world		24.4		20.2

	$	114.3	$	107.9

Summary information about product lines:

The Company’s products can be classified by three main product lines. The following table presents total revenues for the years ended December 31, 2025, 2024 and 2023 by product lines:

	Year ended December 31,
	2025		2024		2023

Product and licenses:
Network security Gateways	$	506.2	$	470.1	$	452.0
Other *)		42.0		37.8		45.4

		548.2		507.9		497.4
Security subscriptions		1,219.0		1,104.2		981.2
Software updates and maintenance		958.2		952.9		936.1

Total revenues	$	2,725.4	$	2,565.0	$	2,414.7

Comprised of Endpoint security, Mobile security and Security management products, each comprising of less than 10% of products and licenses revenues.

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CHECK POINT SOFTWARE TECHNOLOGIES LTD.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In millions (except share and per share data)

NOTE 16:-

GEOGRAPHIC INFORMATION AND SELECTED STATEMENTS OF INCOME DATA (Cont.)

Financial income, net:

	Year ended December 31,
	2025		2024		2023

Financial income:
Interest income	$	105.0	$	93.6	$	92.4
Amortization of marketable securities premium and accretion of discount, net		12.0		6.4		-

		117.0		100.0		92.4
Financial expense:
Amortization of marketable securities premium and accretion of discount, net		-		-		3.1
Realized loss on sale of marketable securities, net		-		-		6.7
Foreign currency re-measurement loss		1.0		2.1		3.8
Others		2.0		1.8		2.3

		3.0		3.9		15.9

	$	114.0	$	96.1	$	76.5

NOTE 17:- SEGEMENT

The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment at the consolidated level. Accordingly, the CODM uses consolidated net income and operating income as shown in the consolidated financial statements to allocate resources and to assess the performance of the segment. There is no expense or asset information, that are supplemental to those disclosed in these consolidated financial statements, that are regularly provided to the CODM. Since the Company operates as one operating segment, financial segment information, including profit or loss and asset information, can be found in the consolidated financial statements.

NOTE 18:- SUBSEQUENT EVENTS

In February 2026, the Company acquired:

100% of the share capital of Cyclops Security Ltd. (“Cyclops”) a privately held Israeli company for total consideration of approximately $53.7. Cyclops is a provider of Cyber Asset Attack Surface Management (CAASM). CAASM provides discovery and continuous monitoring of every asset across cloud, on-premises, OT, and SaaS environments. With this acquisition, the Company expects to expand its Exposure Management Offering to deliver a more comprehensive CTEM Solution to the Market.

100% of the share capital of Cyata Security Ltd. (“Cyata”) a privately held Israeli company for total consideration of approximately $44.0. Cyata specializes in discovering, understanding, and governing autonomous AI agents. With this acquisition, the Company expects to accelerate its ability to deliver End‑to‑End AI Security platform for the Agentic World. Delivering agent discovery across endpoint and SaaS while providing context, configuration and risk.

The Company acquired the talent of Rotate Ltd., a privately held Israeli company, in order to drive continued growth and momentum for Workspace solutions within the managed service providers (MSP) sector.

F - 57