Exhibit 99.1
CONSOLIDATED FINANCIAL STATEMENTS
CELLEBRITE DI LTD. AND ITS SUBSIDIARIES
INTERIM CONSOLIDATED FINANCIAL STATEMENT
AS OF JUNE 30, 2026
UNAUDITED
INDEX
F-1
| Cellebrite DI Ltd. and its Subsidiaries |
| INTERIM CONSOLIDATED BALANCE SHEETS (Unaudited) |
| (U.S Dollars in thousands, except share and per share data) |
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Short-term deposits | ||||||||
| Marketable securities | ||||||||
| Trade receivables (net of allowance for credit losses of $ | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Contract acquisition costs | ||||||||
| Inventories | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Other non-current assets | ||||||||
| Marketable securities | ||||||||
| Deferred tax assets, net | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Shareholders’ equity | ||||||||
| Current Liabilities | ||||||||
| Trade payables | $ | $ | ||||||
| Other accounts payable and accrued expenses | ||||||||
| Deferred revenues | ||||||||
| Operating lease liabilities | ||||||||
| Total current liabilities | ||||||||
| Long-term liabilities | ||||||||
| Other long-term liabilities | ||||||||
| Deferred revenues | ||||||||
| Operating lease liabilities | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| Shareholders’ equity | ||||||||
| Share capital, NIS | ) | ) | ||||||
| Additional paid-in capital | ||||||||
| Treasury share, NIS | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
| *) |
F-2
| Cellebrite DI Ltd. and its Subsidiaries |
| INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) |
| (U.S Dollars in thousands, except share and per share data) |
| For the six months ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenue: | ||||||||
| Subscription services | $ | $ | ||||||
| Term-license | ||||||||
| Other non-recurring | ||||||||
| Professional services | ||||||||
| Total revenue | ||||||||
| Cost of revenue: | ||||||||
| Subscription services | ||||||||
| Other non-recurring | ||||||||
| Professional services | ||||||||
| Total cost of revenue | ||||||||
| Gross profit | $ | $ | ||||||
| Operating expenses: | ||||||||
| Research and development, net | ||||||||
| Sales and marketing | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Operating income | $ | $ | ||||||
| Financial income, net | ||||||||
| Income before tax | ||||||||
| Tax expense | ||||||||
| Net income | $ | $ | ||||||
| Income per share | ||||||||
| Basic | $ | $ | ||||||
| Diluted | $ | $ | ||||||
| Weighted average shares outstanding | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
F-3
| Cellebrite DI Ltd. and its Subsidiaries |
| INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) |
| (U.S Dollars in thousands, except share and per share data) |
| For the six months ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net income | $ | $ | ||||||
| Change in foreign currency translation adjustment | ( | ) | ||||||
| Change in unrealized (losses) gains on marketable securities: | ||||||||
| Unrealized (losses) gains arising during the period | ( | ) | ||||||
| Net change (net of tax effect of $ and $ | ( | ) | ||||||
| Change in unrealized gains (losses) on cash flow hedges: | ||||||||
| Unrealized gains arising during the period | ||||||||
| Less -reclassification adjustment for net losses realized and included in net income | ( | ) | ( | ) | ||||
| Net change (net of tax effect of $ | ( | ) | ||||||
| Total other comprehensive (loss) income | ( | ) | ||||||
| Comprehensive income | $ | $ | ||||||
F-4
| Cellebrite DI Ltd. and its Subsidiaries |
| INTERIM CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIENCY) (Unaudited) |
| (U.S Dollars in thousands, except share and per share data) |
| Six months ended June 30, 2026 | ||||||||||||||||||||||||||||
| Ordinary Shares Amount | Share Capital | Additional paid in capital | Treasury Share | Other comprehensive income | Accumulated deficit | Total | ||||||||||||||||||||||
| Balance as of December 31, 2025 | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||
| Exercise of share option, vested RSUs, PSUs and ESPP | ) | — | — | — | ||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | |||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ) | — | ( | ) | |||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||
| Balance as of June 30, 2026 | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||
| Six months ended June 30, 2025 | ||||||||||||||||||||||||||||
| Ordinary Shares Amount | Share Capital | Additional paid in capital | Treasury Share | Other comprehensive income | Accumulated deficit | Total | ||||||||||||||||||||||
| Balance as of December 31, 2024 | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||
| Exercise of share option, vested RSUs, PSUs and ESPP | ) | — | — | — | ||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | |||||||||||||||||||||||
| Issuance of Price Adjustment Shares | ) | — | — | — | — | — | ||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | |||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||
| Balance as of June 30, 2025 | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||
| *) |
F-5
| Cellebrite DI Ltd. and its Subsidiaries |
| INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) |
| (U.S Dollars in thousands, except share and per share data) |
| For the six months ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flow from operating activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Share-based compensation | ||||||||
| Amortization of premium, accretion of discount and accrued interest on marketable securities | ( | ) | ( | ) | ||||
| Depreciation and amortization | ||||||||
| Interest income from short-term deposits | ( | ) | ( | ) | ||||
| Deferred income taxes | ( | ) | ( | ) | ||||
| Increase in trade receivables | ( | ) | ( | ) | ||||
| (Decrease) increase in deferred revenue | ( | ) | ||||||
| Decrease in other non-current assets | ||||||||
| (Increase) decrease in prepaid expenses and other current assets | ( | ) | ||||||
| Changes in Operating lease right-of-use assets | ||||||||
| Changes in Operating lease liabilities | ( | ) | ( | ) | ||||
| Increase in inventories | ( | ) | ( | ) | ||||
| Increase (decrease) in trade payables | ( | ) | ||||||
| (Decrease) increase in other accounts payable and accrued expenses | ( | ) | ||||||
| Increase (decrease) in other long-term liabilities | ( | ) | ||||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Capital expenditures | ( | ) | ( | ) | ||||
| Cash paid in conjunction with acquisitions, net of acquired cash | ( | ) | ||||||
| Purchase of intangible assets | ( | ) | ||||||
| Investment in marketable securities | ( | ) | ( | ) | ||||
| Proceeds from maturities of marketable securities | ||||||||
| Proceeds from sales of marketable securities | ||||||||
| Investment in short-term deposits | ( | ) | ( | ) | ||||
| Redemption of short-term deposits | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Exercise of options to shares | ||||||||
| Proceeds from Employee Share Purchase Plan | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Net effect of currency translation on cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Income taxes paid (received) | $ | $ | ( | ) | ||||
| Non-cash activities | ||||||||
| Operating lease liabilities arising from obtaining right-of-use assets | $ | $ | ||||||
F-6
| Cellebrite DI Ltd. and its Subsidiaries | |
| Notes to Interim Consolidated Financial Statements (Unaudited) | |
| U.S. dollars (in thousands, except share and per share data) | |
Note 1. General
Cellebrite DI Ltd. (the “Company”), an Israeli company, was incorporated on April 13, 1999 as a private company, and began its operations in July 1999. The Company, which established its leadership in digital forensics suite of solutions, now offers customers an end-to-end AI powered Digital Investigation Platform. The Company’s Digital Investigation Platform allows public and private sector customers around the world to collect, review, analyze, and manage digital data across the investigative lifecycle to advance legally sanctioned investigations. The Company’s largest shareholder is SUNCORPORATION, a public company traded in the Japanese market (see also Note 13).
On April 8, 2021, the Company entered into a Business Combination Agreement and Plan of Merger (the “Merger Agreement”) with TWC Tech Holdings II Corp. (“TWC”), a special purpose acquisition company and publicly listed on the Nasdaq Global Select Market, and Cupcake Merger Sub, Inc., a new wholly-owned subsidiary of Cellebrite (the “Merger Sub”). On August 30, 2021, the Merger was consummated. Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, Merger Sub merged with and into TWC, the separate corporate existence of Merger Sub ceased and TWC became the surviving corporation and a wholly-owned subsidiary of the Company (the “Merger”). The security holders of TWC became security holders of the Company. In December 2023, TWC was dissolved.
Note 2. Summary of Significant Accounting Policies
| A. | Unaudited interim consolidated financial statements: |
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information. In the opinion of management, the unaudited interim consolidated financial statements include all adjustments necessary for a fair presentation.
The balance sheet as of December 31, 2025 has been derived from the audited consolidated financial statements of the Company at that date but does not include all information and footnotes required by U.S. GAAP for complete financial statements.
The accompanying unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2025. Results for the six months ended June 30, 2026 are not necessarily indicative of results that may be expected for the year ending December 31, 2026.
The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2025 have been applied consistently in these unaudited interim condensed consolidated financial statements.
Restricted Sponsor Shares liability and Price Adjustment Shares liability
The Company issued
As of June 30, 2026, only the final tranche of
F-7
| Cellebrite DI Ltd. and its Subsidiaries | |
| Notes to Interim Consolidated Financial Statements (Unaudited) | |
| U.S. dollars (in thousands, except share and per share data) | |
| B. | Use of estimates |
The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods and accompanying notes. Actual results could differ from those estimates.
Significant items subject to such estimates and assumptions include, but are not limited to, the allocation of transaction price among various performance obligation, the fair value of acquired intangible assets and goodwill in a business combination, share-based compensation, unrecognized tax benefits, marketable securities, fair value measurement of Restricted Sponsor Shares liability, Price Adjustment Shares liability and warrant liabilities.
| C. | Fair value measurements |
The Company accounts for fair value in accordance with ASC 820, “Fair Value Measurements and Disclosures”. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a three-tier hierarchy, which prioritizes the inputs used in measuring fair value as follows:
| ● | Level 1: Quoted prices in active markets for identical assets or liabilities. |
| ● | Level 2: Inputs other than Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. |
| ● | Level 3: Unobservable inputs for the asset or liability used to measure fair value that are supported by little or no market activity and that are significant to the fair value of the asset or liability at measurement date. |
The carrying value of cash and cash equivalents, short-term deposits, trade receivables, other receivables included within prepaid expenses and other current assets, trade payables, and employee-related and other financial liabilities included within other accounts payable and accrued expenses approximate their fair values due to the short-term maturities of these instruments.
Money market funds and marketable securities are classified within Level 1 or Level 2. This is because these assets are valued using quoted market prices or alternative pricing sources and models utilizing market observable 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.
| D. | Trade Receivables |
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, and other factors that may affect its ability to collect from customers. As of June 30, 2026 and December 31, 2025 the allowances for credit losses of trade receivable were $
The Company elected to apply the practical expedient for current trade receivables and assumed that current conditions as of the balance sheet date would not change for the remaining life of the assets. The Company writes off receivables when they are deemed uncollectible and after all collection efforts have been exhausted.
F-8
| Cellebrite DI Ltd. and its Subsidiaries | |
| Notes to Interim Consolidated Financial Statements (Unaudited) | |
| U.S. dollars (in thousands, except share and per share data) | |
| E. | Business and Asset Acquisitions |
The Company accounts for its business acquisitions in accordance with ASC No. 805, "Business Combinations." While the Company uses its best estimates and assumptions as part of the purchase price allocation process to value assets acquired and liabilities assumed at the business combination date, these estimates and assumptions are subject to refinement. The total purchase price allocated to the tangible and intangible assets acquired is assigned based on the fair values as of the date of the acquisition. During the measurement period, which does not exceed one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Goodwill generated from the business combinations is primarily attributable to synergies between the Company and acquired companies` respective products and services. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred.
The Company accounts for a transaction as an asset acquisition when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, or otherwise does not meet the definition of a business. Asset acquisition-related costs are capitalized as part of the asset or assets acquired.
| F. | Concentrations of credit risk |
Financial instruments that potentially expose the Company and its subsidiaries to concentrations of credit risk consist principally of cash and cash equivalents, short-term investments, trade receivables and other receivables.
The majority of the Company’s cash and cash equivalents are invested in deposits mainly in dollars with major international banks. Generally, these cash and cash equivalents may be redeemed upon demand. Management believes that the financial institutions that hold the Company’s and its subsidiaries’ cash and cash equivalents are institutions with high credit standing, and accordingly, minimal credit risk exists with respect to these assets.
The Company’s trade receivables are geographically diversified and derived from sales to customers all over the world. The Company mitigates its credit risks by performing an ongoing credit evaluations of its customers’ financial conditions. The Company and its subsidiaries generally do not require collateral; however, in certain circumstances, the Company and its subsidiaries may require letters of credit, additional guarantees or advance payments.
The Company’s marketable securities consist of investments in government, corporate and government sponsored enterprises debentures. The Company’s investment policy, approved by the Company’s 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 enters into foreign currency forward and option contracts intended to protect cash flows resulting from scheduled payments such as payroll expenses against the volatility in value of forecasted non-dollar currency. The derivative instruments hedge a portion of the Company's non-dollar currency exposure.
| G. | Recently issued accounting pronouncements |
Recently adopted accounting pronouncements:
| a. | 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. This amendment introduces a practical expedient for the application of the current expected credit loss (“CECL”) model to current accounts receivable and contract assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company adopted ASU 2025-05 effective January 1, 2026, on a prospective basis. The Company adopted this guidance on January 1, 2026 on a prospective basis. The Company has elected the practical expedient provided by ASU 2025-05. Under this expedient, the Company assumes that economic conditions as of the balance sheet date remain unchanged for the remaining life of all current accounts receivable and current contract assets arising from transactions under ASC 606. The adoption did not have a material impact on the consolidated financial statements. |
F-9
| Cellebrite DI Ltd. and its Subsidiaries | |
| Notes to Interim Consolidated Financial Statements (Unaudited) | |
| U.S. dollars (in thousands, except share and per share data) | |
| b. | On March 31, 2026, the Israeli Knesset enacted Chapter J, the Law for the Encouragement and Incentivization of Research and Development (the “R&D Law”). The R&D Law introduces a refundable tax credit regime for qualifying research and development expenditures incurred in Israel. The R&D Law applies to qualifying R&D expenditures incurred beginning in the 2026 tax year and allows eligible companies, subject to meeting certain conditions, to offset Israeli income taxes or Israeli qualified domestic minimum top up tax (“QDMTT”), or alternatively to receive a government grant if the credit is not utilized. |
The Company accounts for refundable tax credits that are not subject to the scope of ASC 740 using a grant accounting model, by analogy to International Accounting Standards 20, Accounting for Government Grants and Disclosure of Government Assistance, and recognizes such grants when the Company has reasonable assurance that it will comply with the grant’s conditions and that the grant will be received. Refundable tax credits are accounted for by analogy to government grants, as the Company can realize the benefit regardless of whether or not it has an income tax liability. Therefore, these amounts are not considered income taxes and fall outside the scope of Topic 740, Income Tax. Refundable tax credits are recorded in the interim consolidated financial statements in accordance with their purpose, generally as a reduction of research and development expenses, or a reduction of asset costs. For the six months ended June 30, 2026, the Company recorded $
Recently issued accounting pronouncements not yet adopted:
| a. | 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. |
| b. | In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes the accounting for internal-use software costs to reflect incremental and iterative development methods. The amendments remove prescriptive development stages and require capitalization of software costs once management has authorized and committed to funding the project and it is probable the project will be completed and the software will be used as intended. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, including interim periods within those years, with early adoption permitted and application on a prospective, modified retrospective, or retrospective basis. The Company is currently evaluating the impact of ASU 2025-06 on the consolidated financial statements and related disclosures. |
F-10
| Cellebrite DI Ltd. and its Subsidiaries | |
| Notes to Interim Consolidated Financial Statements (Unaudited) | |
| U.S. dollars (in thousands, except share and per share data) | |
Note 3. Acquisitions
Acquisition of SCG:
On March 1, 2026, the Company completed the acquisition of
The Company accounted for the acquisition as an asset acquisition. The total cost allocated to the acquired technology intangible asset, before recognition of the related deferred tax liability, was $
F-11
| Cellebrite DI Ltd. and its Subsidiaries | |
| Notes to Interim Consolidated Financial Statements (Unaudited) | |
| U.S. dollars (in thousands, except share and per share data) | |
Note 4. Marketable securities
Marketable securities consisted of the following:
| As of June 30, 2026 | ||||||||||||||||
| Amortized cost | Gross unrealized gains | Gross unrealized losses | Fair value | |||||||||||||
| (Unaudited) | ||||||||||||||||
| Corporate bond | $ | $ | $ | ( | ) | $ | ||||||||||
| Agency bond | ( | ) | ||||||||||||||
| Treasury bills | ( | ) | ||||||||||||||
| US Government bond | ( | ) | ||||||||||||||
| Commercial paper | ||||||||||||||||
| Total | $ | $ | $ | ( | ) | $ | ||||||||||
| As of December 31, 2025 | ||||||||||||||||
| Amortized cost | Gross unrealized gains | Gross unrealized losses | Fair value | |||||||||||||
| Corporate bond | $ | $ | $ | ( | ) | $ | ||||||||||
| Agency bond | ( | ) | ||||||||||||||
| Treasury bills | ( | ) | ||||||||||||||
| US Government bond | ( | ) | ||||||||||||||
| Commercial paper | ||||||||||||||||
| Total | $ | $ | $ | ( | ) | $ | ||||||||||
As of June 30, 2026 and December 31, 2025, no continuous unrealized losses for twelve months or greater were identified.
The following table summarizes the Company’s marketable securities by contractual maturities:
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| Due in 1 year or less | $ | $ | ||||||
| Due in 1 year through 2 years | ||||||||
| Total | $ | $ | ||||||
F-12
| Cellebrite DI Ltd. and its Subsidiaries | |
| Notes to Interim Consolidated Financial Statements (Unaudited) | |
| U.S. dollars (in thousands, except share and per share data) | |
Note 5. Derivative Instruments
The Company’s risk management strategy includes the use of derivative financial instruments to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates.
ASC 815, "Derivatives and Hedging" ("ASC 815"), requires the Company to recognize all of its derivative instruments as either assets or liabilities on the balance sheet 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 and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, an entity 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.
Gains and losses on derivatives instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that are attributable to a particular risk), are recorded in other comprehensive income and reclassified into statement of comprehensive income (loss) in the same accounting period in which the designated forecasted transaction or hedged item affects earnings.
The Company entered into option and forward contracts to hedge a portion of anticipated New Israeli Shekel ("NIS") payroll and benefit payments. These derivative instruments are designated as cash flow hedges, as defined by ASC 815 and accordingly are measured at fair value.
| Net Notional amount | Fair value | |||||||||||||||
| June 30, 2026 | December 31, 2025 | June 30, 2026 | December 31, 2025 | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Option contracts to hedge payroll | ||||||||||||||||
| expenses NIS | $ | $ | $ | $ | ||||||||||||
| Forward contracts to hedge payroll | ||||||||||||||||
| expenses NIS | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
The Company currently hedges its exposure to the variability in future cash flows for a maximum period of
| Fair value of derivative instruments | ||||||||||
| June 30, | December 31, | |||||||||
| 2026 | 2025 | |||||||||
| Balance Sheet line item | (Unaudited) | |||||||||
| Derivative assets and liabilities: | ||||||||||
| Foreign exchange option contracts | Prepaid expenses and other current assets | $ | $ | |||||||
| Foreign exchange forward contracts | Prepaid expenses and other current assets | |||||||||
| Foreign exchange option contracts | Other account payable | ( | ) | ( | ) | |||||
| Foreign exchange forward contracts | Other account payable | $ | ( | ) | $ | |||||
F-13
| Cellebrite DI Ltd. and its Subsidiaries | |
| Notes to Interim Consolidated Financial Statements (Unaudited) | |
| U.S. dollars (in thousands, except share and per share data) | |
The effect of derivative instruments in cash flow hedging relationship on other comprehensive income for the six months ended June 30, 2026 and 2025, is summarized below:
| Amount of gain recognized in other comprehensive income on derivative, net of tax | ||||||||
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Derivatives in foreign exchange cash flow hedging relationships: | ||||||||
| Forward contracts | $ | $ | ||||||
| Option contracts | ||||||||
| $ | $ | |||||||
Derivatives in foreign exchange cash flow hedging relationships for the six months ended June 30, 2026 and 2025, is summarized below:
| Amount reclassified from other comprehensive income into income (expenses), net of tax | ||||||||||
| Six months ended June 30, | ||||||||||
| 2026 | 2025 | |||||||||
| Statements of income line | (Unaudited) | (Unaudited) | ||||||||
| Option contracts to hedge payroll | Cost of revenues and operating expenses | $ | ( | ) | $ | ( | ) | |||
| Forward contracts to hedge payroll | Cost of revenues and operating expenses | ( | ) | ) | ||||||
| $ | ( | ) | $ | ( | ) | |||||
Note 6. Leases
The Company entered into operating leases primarily for offices. The leases have remaining lease terms of up to
The components of operating lease costs were as follows:
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Operating lease cost | $ | $ | ||||||
| Short-term lease cost | ||||||||
| Variable lease cost | ||||||||
| Total net lease costs | $ | $ | ||||||
F-14
| Cellebrite DI Ltd. and its Subsidiaries | |
| Notes to Interim Consolidated Financial Statements (Unaudited) | |
| U.S. dollars (in thousands, except share and per share data) | |
Supplemental balance sheet information related to operating leases is as follows:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Operating lease ROU assets | $ | $ | ||||||
| Operating lease liabilities, current | $ | $ | ||||||
| Operating lease liabilities, long-term | $ | $ | ||||||
| Weighted average remaining lease term (in years) | ||||||||
| Weighted average discount rate | % | % | ||||||
Minimum lease payments for the Company’s ROU assets over the remaining lease periods as of June 30, 2026, are as follows:
| Operating Leases | ||||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total undiscounted lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Present value of lease liabilities | $ | |||
Note 7. Commitments and contingent liabilities
From time to time, the Company may be 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 would accrue a liability for the estimated loss. As of June 30, 2026 and December 31, 2025, the Company is not involved in any material claims or legal proceedings which require accrual of liability for the estimated loss.
Note 8. Shareholders’ equity
| a. | Ordinary Shares |
As of June 30, 2026 and December 31, 2025, the Company was authorized to issue
Ordinary Shares confer upon its holders the following rights:
| i. | The right to participate and vote in the Company’s general meetings. Each ordinary share will entitle its holder, when attending and participating in the voting to |
| ii. | Dividends or distribution shall be paid or be made to the holders of ordinary shares and shall be in an amount equal the product of the dividend or distribution payable or made on each ordinary share determined as if all preferred shares had been converted into ordinary shares and the number of ordinary shares issuable upon conversion of such preferred share, in each case calculated on the record date for determination of holders entitled to receive such dividend or distribution; and |
| iii. | The right to a share in the distribution of the Company’s excess assets upon liquidation pro rata to the par value of the shares held by such holder. |
| b. | Option Plan and RSUs: |
On August 5, 2021, the Company adopted the 2021 Share Incentive Plan (the “2021 Share Incentive Plan”). The 2021 Share Incentive Plan provides for the grant of share options (including incentive share options and non-qualified share options), ordinary shares, RSUs, PSUs, and other share-based awards.
F-15
| Cellebrite DI Ltd. and its Subsidiaries | |
| Notes to Interim Consolidated Financial Statements (Unaudited) | |
| U.S. dollars (in thousands, except share and per share data) | |
A summary of the status of options under the 2021 Shares Incentive Plan as of June 30, 2026 and changes during the relevant period ended on that date is presented below:
| Number of options | Weighted- average exercise price | Weighted- average remaining contractual term (in years) | ||||||||||
| (Unaudited) | ||||||||||||
| Outstanding at December 31, 2025 | $ | |||||||||||
| Exercised | ||||||||||||
| Forfeited | ||||||||||||
| Outstanding at June 30, 2026 | $ | |||||||||||
| Exercisable at June 30, 2026 | $ | |||||||||||
A summary of the status of RSUs and PSUs under the 2021 Share Incentive Plan as of June 30, 2026 and changes during the relevant period ended on that date is presented below:
| Number of RSUs and PSUs | Weighted - average fair value | |||||||
| (Unaudited) | ||||||||
| Unvested at December 31, 2025 | $ | |||||||
| Granted | ||||||||
| Vested | ||||||||
| Forfeited | ||||||||
| Unvested at June 30, 2026 | $ | |||||||
The weighted average fair value at grant date of RSUs and PSUs granted for the six months ended June 30, 2026 and 2025 was $
| c. | 2021 Employee Share Purchase Plan: |
On August 5, 2021, the Company adopted the 2021 Employee Share Purchase Plan (the “ESPP”).
As of June 30, 2026, the aggregate number of ordinary shares that may be issued pursuant to rights granted under the ESPP is
| d. | The total equity-based compensation expense related to all of the Company's equity-based awards recognized for the six months ended June 30, 2026 and 2025 was comprised as follows: |
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cost of revenues | $ | $ | ||||||
| Research and development | ||||||||
| Sales and marketing | ||||||||
| General and administrative | ||||||||
| $ | $ | |||||||
As of June 30, 2026, there were unrecognized compensation costs of $
F-16
| Cellebrite DI Ltd. and its Subsidiaries | |
| Notes to Interim Consolidated Financial Statements (Unaudited) | |
| U.S. dollars (in thousands, except share and per share data) | |
Note 9. Net income per share
The following table sets forth the computation of basic earnings and losses per share:
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Basic earnings per share: | ||||||||
| Numerator: | ||||||||
| Net income | $ | $ | ||||||
| Basic net income attributable to Restricted Sponsor shares and Restricted Share awards | ||||||||
| Basic net income attributable to Ordinary Shareholders | ||||||||
| Denominator: | ||||||||
| Weighted average number of Ordinary Shares used in computing basic net income per share | ||||||||
| Basic net income per share of Ordinary Shareholders | $ | $ | ||||||
| Diluted earnings per share: | ||||||||
| Numerator: | ||||||||
| Basic net income attributable to Ordinary Shareholders | ||||||||
| Reallocation of net income attributable to Restricted Sponsor shares and Restricted Share awards | ||||||||
| Diluted net income attributable to Ordinary Shareholders | ||||||||
| Denominator: | ||||||||
| Weighted average number of shares used in basic computation | ||||||||
| Weighted-average effect of dilutive securities: | ||||||||
| Employee share options and RSU’s | ||||||||
| Weighted average number of Ordinary shares used in computing diluted net income per share | ||||||||
| Diluted net income per share of Ordinary Shareholders | $ | $ | ||||||
The potentially dilutive Ordinary shares underlying options to purchase ordinary Shares, RSU’s and PSU’s that were excluded from the computation amounted to
F-17
| Cellebrite DI Ltd. and its Subsidiaries | |
| Notes to Interim Consolidated Financial Statements (Unaudited) | |
| U.S. dollars (in thousands, except share and per share data) | |
Note 10. Fair value measurements
The following table presents information about the Company’s assets and liabilities fair value at June 30, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs that the Company utilized to determine such fair value:
| As of June 30, 2026 | ||||||||||||||||
| Fair value measurements using input type | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Cash equivalents: | ||||||||||||||||
| Money market funds | $ | $ | $ | $ | ||||||||||||
| Commercial deposits | ||||||||||||||||
| Marketable securities: | ||||||||||||||||
| Corporate and Agency bonds | ||||||||||||||||
| Treasury bills | ||||||||||||||||
| US Government bonds | ||||||||||||||||
| Commercial paper | ||||||||||||||||
| Foreign currency derivative contracts | ||||||||||||||||
| Total financial assets | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| Earn-out | ( | ) | ( | ) | ||||||||||||
| Foreign currency derivative contracts | ( | ) | ( | ) | ||||||||||||
| Total financial liabilities | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| As of December 31, 2025 | ||||||||||||||||
| Fair value measurements using input type | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Cash equivalents: | ||||||||||||||||
| Money market funds | $ | $ | $ | $ | ||||||||||||
| Commercial deposits | ||||||||||||||||
| Marketable securities: | ||||||||||||||||
| Corporate and Agency bonds | ||||||||||||||||
| Treasury bills | ||||||||||||||||
| US Government bonds | ||||||||||||||||
| Commercial paper | ||||||||||||||||
| Foreign currency derivative contracts | ||||||||||||||||
| Total financial assets | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| Earn-out | ( | ) | ( | ) | ||||||||||||
| Foreign currency derivative contracts | ( | ) | ( | ) | ||||||||||||
| Total financial liabilities | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
F-18
| Cellebrite DI Ltd. and its Subsidiaries | |
| Notes to Interim Consolidated Financial Statements (Unaudited) | |
| U.S. dollars (in thousands, except share and per share data) | |
Note 11. Revenues
Disaggregation of Revenues
The following table provides information about disaggregated revenue by geographical areas
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Americas* | $ | $ | ||||||
| EMEA | ||||||||
| APAC | ||||||||
| Total | $ | $ | ||||||
| * |
Contract Balances
Receivables are recorded when the right to consideration becomes unconditional. Unbilled receivables represent the Company's unconditional right to consideration not yet invoiced while billed receivables include invoiced amounts.
Contract liabilities consist of deferred revenue. Revenue is deferred when the Company invoices in advance of performance under a contract. The current portion of the deferred revenue balance is recognized as revenue during the 12-month period after the balance sheet date. The non-current portion of the deferred revenue balance is recognized as revenue following the 12-month period after the balance sheet date. Of the $
The change in contract balances is consistent with the increase in the overall operation of the Company.
Remaining Performance Obligations
The Company’s remaining performance obligations are comprised of product and services revenue not yet delivered. As of June 30, 2026 and December 31, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $
Note 12. Financial income (expense), net
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Financial income: | ||||||||
| Interest on deposits and investments | $ | $ | ||||||
| Changes in exchange rates | ||||||||
| Other | ||||||||
| Financial expenses: | ||||||||
| Bank charges | ( | ) | ( | ) | ||||
| Changes in exchange rates | ( | ) | ( | ) | ||||
| Other | ( | ) | ( | ) | ||||
| $ | $ | |||||||
F-19
| Cellebrite DI Ltd. and its Subsidiaries | |
| Notes to Interim Consolidated Financial Statements (Unaudited) | |
| U.S. dollars (in thousands, except share and per share data) | |
Note 13. Transactions and Balances with Related Parties
SUNCORPORATION, the Company’s primary shareholder is also a reseller of the Company in the Japanese market.
a. Transactions with SUNCORPORATION
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenues | $ | $ | ||||||
b. Balances with SUNCORPORATION
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| Trade Receivables | $ | $ | ||||||
Note 14. Segment Information
There is no expense or asset information that is supplemental to those disclosed in these interim consolidated financial statements, which are regularly provided to the CODM. The allocation of resources and assessment of the performance of the operating segment is based on consolidated net income, as shown in the Company’s interim consolidated statements of operations. The CODM considers the operations in the annual forecasting process and reviews actual results when making decisions about allocating resources. Since the Company operates as one operating segment, financial segment information, including profit or loss and asset information, can be found in the interim consolidated financial statements.
F-20