RDWR 20-F Report ended Dec. 31, 2024

•

“Articles of Association” is to our Amended and Restated Articles of Association;

•

“Companies Law” or the “Israeli Companies Law” are to the Israeli Companies Law, 5759-1999, as amended;

•

“dollars,” “$,” or “US$” are to U.S. dollars;

•

“EUR” are to euros;

•

“Nasdaq” is to the Nasdaq Stock Market LLC;

•

“NIS” or “shekels” are to New Israeli Shekels;

•

“ordinary shares” are to our ordinary shares, par value NIS 0.05 per share;

•

the “SEC” is to the U.S. Securities and Exchange Commission;

•

the “U.S.” is to the United States; and

•

“U.S. GAAP” are to generally accepted accounting principles in the United States.

•	Changing or severe global economic conditions could have a material adverse effect on our results of operations.

•	We depend upon independent distributors to sell our solutions to customers.  If our distributors do not succeed in selling our products and services, we may not be able to operate profitably.

•	We must manage our anticipated growth effectively in order to be profitable.

•	A shortage of components or manufacturing capacity could cause a delay in our ability to fulfill orders or increase our manufacturing costs, and any disruption in our supply chain could have a material adverse effect on our results of operations.

•	We rely on a few vendors to provide our hardware platforms and components for the manufacture of our products.

•	Our success depends on our ability to attract, train and retain highly qualified personnel.

•	Competition in the market for cybersecurity and application delivery solutions and in our industry, in general, is intense. If we are unable to compete effectively, we may lose market share, and we may be unable to maintain profitability.

•	We must develop new solutions and enhance existing solutions to remain competitive.

•	Our reputation and business could be harmed based on real or perceived shortcomings, defects or vulnerabilities in our solutions or if our end-users experience security breaches, which could have a material adverse effect on our business, reputation and operating results.

•	We use AI Technologies that present regulatory, litigation, and reputational risks that could materially and adversely affect our business, financial condition and results of operations.

•	We face risks related to the rapidly evolving regulatory framework for AI Technologies.

•

As a security provider, if our information technology systems and data, or those of our service providers and other contractors, are compromised by cyber-attackers or other malicious actors, or by a critical system failure, our reputation, financial condition and operating results could be materially adversely affected.

•	Outages, interruptions, or delays in hosting services could impair the delivery of our cloud-based security services and harm our business.

•

Our products must interoperate with operating systems, software applications and hardware that are developed by others and if we are unable to devote the necessary resources to ensure that our products interoperate with such software and hardware, we may fail to increase, or we may lose market share and we may experience a weakening demand for our products.

•	Our global operations may expose us to additional risks.

•	We have incurred net losses in the past and may incur losses in the future.

•	A slowdown in the growth of the cybersecurity and application delivery solutions market would reduce our addressable market and solutions sales.

•	If the market for our cloud-based solutions does not continue to develop and grow, we may incur capital and operating losses.

•	Our solutions may have long sales cycles, which may reduce the predictability of our financial performance.

•	We may pursue acquisitions or other investments that could disrupt our business and harm our financial condition.

•	Our business in countries with a history of corruption and transactions with foreign governments increases the risks associated with our international activities.

•	Currency exchange rates and fluctuations of exchange rates could have a material adverse effect on our results of operations.

•	Undetected defects and errors may increase our costs and impair the market acceptance of our products.

•	Our business and operating results could suffer if third parties infringe upon our proprietary technology.

•	Our products may infringe on the intellectual property rights of others.

•	Laws, regulations and industry standards affecting our business are evolving, and unfavorable changes could harm our business.

•	Some of our solutions contain “open source” and third-party software, and any failure to comply with the terms of one or more of these open source and third-party software licenses could negatively affect our business.

•	The amount of intangible assets and goodwill on our books may in the future lead to significant impairment charges.

•	Additional tax liabilities, including due to tax positions we have taken, could materially adversely affect our results of operations and financial condition.

•	The enactment of legislation changing the United States’ taxation of international business activities could materially impact our financial condition and results of operations.

•	If we are unable to realize our investment objectives, our financial condition and results of operations may be adversely affected.

•	Complications with the design or implementation of our new ERP system, or major disruptions or deficiencies of our other information technology systems, could adversely impact our business and operations.

•

We rely on information technology systems to conduct our businesses, and failure to protect these systems against security breaches and otherwise to implement, integrate, upgrade and maintain such systems in working order could have a material adverse effect on our results of operations, cash flows or financial condition.

•

Our business may be affected by sanctions, export controls and similar measures targeting Russia and other countries and territories, as well as other responses to Russia’s military conflict in Ukraine, including indefinite suspension of operations in Russia and dealings with Russian entities by many multi-national businesses across a variety of industries.

•	Climate change may have an adverse impact on our business.

•	Our disclosures and initiatives related to environmental, social and governance (“ESG”) matters expose us to numerous risks, including risks to our reputation, business, financial performance and growth.

•	We have in the past, and may in the future, become subject to litigation or claims arising in or outside the ordinary course of business that could negatively affect our business operations and financial condition.

•	The estate of the late Yehuda Zisapel, along with Nava Zisapel and Roy Zisapel, our President, Chief Executive Officer and a director, may exert significant influence in the election of our directors and over the outcome of other matters requiring shareholder approval.

•	Provisions of our Articles of Association and Israeli law as well as the terms of our equity incentive plan could delay, prevent or make a change of control of us more difficult or costly, which could depress the price of our ordinary shares.

•	Our share price has been volatile in the past and may be subject to volatility in the future.

•	If we are characterized as a passive foreign investment company, our U.S. shareholders may suffer adverse tax consequences.

•	If a U.S. person is treated as owning at least 10% of our ordinary shares, such holder may be subject to adverse U.S. federal income tax consequences.

•	Political, economic and military instability in the Middle East or Israel, including the state of war declared in Israel in October 2023, may harm our business.

•	The tax benefits we may receive in connection with our preferred enterprise program require us to satisfy prescribed conditions and may be terminated or reduced in the future. This would increase taxes and decrease our net profit.

•	We have obtained benefits from the Israeli Innovation Authority that subject us to ongoing restrictions.

•	It may be difficult to enforce a U.S. judgment against us or our officers and directors and to assert U.S. securities laws claims in Israel.

•	Your rights and responsibilities as a shareholder will be governed by Israeli law, which may differ in some respects from the rights and responsibilities of shareholders of U.S. companies.

•

increasing throughput, capacity, performance algorithmic coverage and efficiency of our core products, to cope with growing velocity and complexity of attacks;

•

adapting to fundamental changes in our customers’ data centers’ infrastructure and changes in the locations of applications and data by offering relevant solutions for multi-clouds and hybrid cloud environments;

•

offering new solutions to adapt to the changes in applications’ deployment frameworks, workflows and architectures, massive usage of Application Programming Interface (API) stacks, Account Takeover (ATO) and third-party attacks that require browser security presence, supply chain attacks and new edge delivery technologies in response to the rise of modern applications buildup and delivery requirements;

•

adapting to changes in the cyber threat landscape, by extending our security coverage to include client-side attacks, edge attacks, Domain Name System (DNS) attacks, API-level attacks,  cloud-native attacks (cloud access management and workloads), complex application-level attacks, such as Business Logic Attacks (BLA), ATO attacks, encrypted or Web Distributed Denial of Service (DDoS) attacks, usage of open source third-party attack libraries, and/or Gen AI, natural language processing (NLP) and automated attacks;

•

addressing new regulations and compliance standards, including those related to publicly exposed services that require the validation of safety of sensitive data provided or consumed by the service consumers;

•

developing and enhancing our cloud, physical and virtual appliances and container offerings and expanding our managed security services capabilities to address the industry trend of providing services for the cloud and through the cloud – organically and inorganically; and

•

increasing our support offerings to address the industry trend of increased customer reliance on third-party provided or managed information technology services.

•

adversely affect the market’s perception of our security solutions;

•

cause current or potential customers to look to our competitors for alternatives;

•

require us to expend significant financial resources to analyze, correct or eliminate any vulnerabilities; and

•

lead to investigations, litigation, fines and penalties, any of which could have a material adverse effect on our operations, financial condition and reputation.

•

post-merger integration problems resulting from the combination of any acquired operations with our own operations or from the combination of two or more operations into a new unified entity;

•

diversion of management’s attention from our core business;

•

substantial expenditures, which could divert funds from other corporate uses;

•

entering markets in which we have little or no experience;

•

loss of key employees of the acquired operations; and

•

known or unknown contingent liabilities, including, but not limited to, tax and litigation costs.

•

A large portion of our expenses in Israel, principally salaries and related personnel expenses, are paid in NIS, whereas most of our revenues are generated in U.S. dollars. When the U.S. dollar is weak, our foreign currency-denominated expenses will be higher, whereas if the U.S. dollar is strong, our foreign currency-denominated expenses will be lower. If the NIS strengthens against the U.S. dollar, the dollar value of our Israeli expenses will increase and may have a material adverse effect on our business, operating results, and financial condition;

•

A portion of our international sales are denominated in currencies other than U.S. dollars, such as euros, thereby exposing us to currency fluctuations in such international sales transactions;

•

We incur expenses in several other currencies in connection with our operations in Europe and Asia. Devaluation of the U.S. dollar relative to such local currencies causes our operational expenses to increase; and

•

The majority of our international sales are denominated in U.S. dollars. Accordingly, devaluation in the local currencies of our customers relative to the U.S. dollar could cause our customers to decrease orders or default on payment.

•

blocking sanctions on some of the largest state-owned and private Russian financial institutions (and their subsequent removal from SWIFT);

•

blocking sanctions against Russian and Belarusian individuals, including the Russian President, other politicians and those with government connections or involved in Russian military activities;

•

blocking sanctions against persons operating in the technology sector of the Russian economy, including companies providing or receiving goods or services related to the Russian technology sector, and financial institutions conducting or facilitating significant transactions involving such parties;

•

blocking sanctions against certain Russian businessmen and their businesses, some of which have significant financial and trade ties to the European Union;

•

blocking of Russia’s foreign currency reserves and prohibition on secondary trading in Russian sovereign debt and certain transactions with the Russian Central Bank, National Wealth Fund and the Ministry of Finance of the Russian Federation;

•

expansion of sectoral sanctions in various sectors of the Russian and Belarusian economies and the defense sector;

•

United Kingdom sanctions introducing restrictions on providing loans to, and dealing in securities issued by, persons connected with Russia;

•

restrictions on access to the financial and capital markets in the European Union, as well as prohibitions on aircraft leasing operations;

•

sanctions prohibiting most commercial activities of U.S., U.K., and E.U. persons in the so-called People’s Republic of Donetsk and the so-called People’s Republic of Luhansk (and, with respect to the E.U., the areas of Kherson and Zaporizhzhia not controlled by the Ukrainian government), with all of these new restrictions largely tracking prior prohibitions relating to Crimea and Sevastopol;

•

enhanced import and export controls and trade sanctions targeting Russia’s imports of technological goods, including E.U. and U.K. prohibitions on exporting a wide range of “industrial” goods to Russia (and on importing a large number of “revenue-generating” goods from Russia).  The restrictions also include bans on the export of large numbers of “luxury” items to Russia (and in some cases also to Belarus), tighter controls on exports and reexports of dual-use items, stricter licensing policy with respect to issuing export licenses, and/or increased use of “end-use” controls to block or impose licensing requirements on exports, as well as higher import tariffs;

•

closure of airspace to Russian aircraft;

•

ban on imports of Russian oil, liquefied natural gas and coal to the United States;

•

ban on imports of Russian fish, seafood, and preparations thereof, alcoholic beverages, non-industrial diamonds, and gold to the United States;

•

a ban on “new investment” in the Russian Federation by a U.S. person, which may be interpreted broadly (with a similar prohibition also enacted by the United Kingdom);

•

bans on the provision of certain professional services, including accounting, trust and corporate formation, auditing, and management consulting services, among others; and

•

bans on the provision of services related to the worldwide maritime transportation of seaborne Russian oil, if purchased above a specific price cap.

•

operating results that do not meet forecasts by securities analysts;

•

announcements concerning us or our competitors;

•

the introduction of new products and new industry standards;

•

general market conditions and changes in market conditions in our industry;

•

the general state of securities markets (particularly the technology sector);

•

political, economic and other developments in the State of Israel, the U.S. and worldwide, including, for example, the Ukraine-Russia and Israel-Hamas military conflicts; and

•

any of the events underlying any of the other risks or uncertainties set forth elsewhere in this annual report actually occurs.

•

subject to limited exceptions, the judgment is final and non-appealable;

•

the judgment was given by a court competent under the laws of the state of the court and is otherwise enforceable in such state;

•

the judgment was rendered by a court competent under the rules of private international law applicable in Israel;

•

the laws of the state in which the judgment was given provide for the enforcement of judgments of Israeli courts;

•

adequate service of process has been effected and the defendant has had a reasonable opportunity to present his arguments and evidence;

•

the judgment is enforceable under the laws of the State of Israel and its enforcement is not contrary to the law, public policy, security, or sovereignty of the State of Israel;

•

the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties; and

•

an action between the same parties in the same matter was not pending in any Israeli court at the time the lawsuit was instituted in the U.S. court.

•

Products – We offer a range of cloud-based security as a service subscriptions, on-premises hardware and software products, and product subscriptions (or a combination of these) to our customers.

•

Services – We offer managed services, professional services, technical support and training and certification to our customers and partners.

•

Radware’s Core Business – this segment consists of our core business operations, including our cloud security as-a-service products, application and data centers security products and our application availability products; and

•

The Hawks’ Business – this segment consists of the operations of our two subsidiaries: SkyHawk (CNP) Security Ltd., or SkyHawk Security, which provides an agentless Cloud-native threat Detection and Response (CDR), combined with Cloud Infrastructure Entitlement Management (CIEM), Cloud Security Posture Management (CSPM) and Autonomous Purple Team for AWS Google Cloud and Azure, and EdgeHawk Security Ltd., or EdgeHawk, which is engaged in providing carrier security solutions by transforming routers and network nodes into security platforms. We refer to SkyHawk Security and EdgeHawk collectively as the “Hawks.”

o

Cloud DDoS Protection Service. Our Cloud DDoS Protection Service provides a full range of enterprise-grade DDoS protection services in the cloud. Based on our DDoS protection technology, it aims to offer organizations wide security coverage, accurate detection and short time to protect from today’s dynamic and evolving DDoS attacks. We offer a multi-vector DDoS attack detection and mitigation service, handling network-layer attacks, server-based attacks and application-layer DDoS attacks.

o

Always-On Cloud DDoS Protection Service. This service provides always-on protection where traffic is always routed through Radware’s cloud security scrubbing centers with no on-premise device required for detection and mitigation. This service is recommended for organizations that have applications hosted in the cloud or those that are not able to deploy an on-premise attack mitigation device in their data center.

o

Always-On Hybrid Cloud DDoS Protection Service. This service integrates with our on-premise DDoS Protection device. The traffic is mitigated in the on-premise device and diverted through Radware’s cloud security scrubbing centers upon a large volumetric DDoS attack that aims to saturate the internet pipe. This service is recommended for organizations that place a high premium on the user experience and wish to avoid even the slightest possible downtime as a result of DDoS attacks.

o

On-Demand Cloud DDoS Protection Service. This service protects against internet pipe saturation and is activated when the attack threatens to saturate the organization’s internet pipe. This service is recommended for organizations that are looking for the lowest cost solution and are less sensitive to real-time detection of DDoS attacks.

o

On-Demand Cloud Hybrid DDoS Protection Service. The on-premise DefensePro device detects and mitigates all types of DDoS attacks in real-time, while volumetric DDoS attacks are diverted and mitigated in the cloud. This service is recommended for organizations that can deploy an on-premise device in their data centers.

o

Cloud Web DDoS Protection. We offer our cloud customers an additional protection layer dedicated to detecting and mitigating sophisticated application-layer DDoS attacks. Our Cloud Web DDoS Protection uses advanced L7 behavioral-based detection and mitigation techniques to block sophisticated Web DDoS Tsunami attacks, offering protection against advanced HTTP/S floods that use randomization techniques to bypass traditional protections.

o

Cloud Firewall as a Service. Our Cloud Firewall-as-a-Service (FWaaS) provides a cloud-based network firewall solution that helps offload unwanted traffic before it reaches the organization’s network, thereby improving network efficiency and providing consistent protection for the entire network. With no appliance to manage and IP blocking at scale, the service helps organizations manage their traffic in a more efficient and less human-intensive manner.

o

Cloud Network Analytics. Our Cloud Network Analytics Service, part of our Cloud DDoS Protection Service, provides users with detailed, granular insight into network traffic, network services in use and much more. The network analytics service allows administrators to eliminate errors when planning network deployments and stay ahead of DDoS threats via early detection of network abuse and intrusion. The service is divided into a graphical representation of data; the filtering of capabilities and an investigation mode.

o

AI SOC Xpert DDoS. Our AI SOC Xpert empowers SOC teams by providing real-time detection and adaptive responses, significantly reducing the time and effort required to manage incidents. This service allows SOC teams to quickly identify and resolve issues, minimizing downtime and enhancing overall security posture. The intuitive AI assistant streamlines data access and decision-making, allowing teams to focus on strategic tasks rather than manual processes. By lowering operational costs and expediting onboarding, it ensures that SOC teams can operate more efficiently and effectively, improving their ability to protect the organization.

o

Standard Plan: Our Standard Plan offers the industry benchmark protection level. It includes our Cloud WAF, API protection, zero-day attack protection, Basic Bot Protection, and 1Gbps of network DDoS protection.

o

Advanced Plan: Our Advanced Plan offers advanced protection capabilities for those that want to ensure they are well protected from more sophisticated and unknown attacks. The plan includes, on top of the Standard Plan, our Advanced WAF with its path access protection engine that protects against more sophisticated unknown and zero-day attacks, AI-based Correlation Engine (Source Blocking), 10Gbps of network DDoS Protection, as well as JS supply chain mapping, monitoring, and attack detection for client-side protection. It also includes Radware’s intelligence feed – the ERT Active Attackers Feed (EAAF), and further support for onboarding and policy reviewing.

o

Complete Plan: Our Complete Plan provides a security blanket for the entire application environment. From client-side to server-side and everything in between. This plan includes everything the Advanced Plan has to offer, with the addition of our Bot Manager and its behavioral-based multi-layered detection and mitigation, automated API discovery and API security policy generation, real-time API Business Logic Attack Protection, and client-side protection enforcement.

o

Cloud Web DDoS Protection. We offer an additional protection layer dedicated to detecting and mitigating sophisticated application-layer DDoS attacks. Our Cloud Web DDoS Protection uses advanced L7 behavioral-based detection and mitigation techniques to block sophisticated Web DDoS Tsunami attacks, offering protection against advanced HTTP/S floods that use randomization techniques to bypass traditional protections.

o

CDN. For enterprises that wish to combine website delivery with their web application security, we offer a content delivery network (CDN) solution integrated directly into our Cloud Application Protection portal. Our CDN solution is based on the Amazon CloudFront CDN for a globally distributed footprint, enhanced performance, and DevOps-friendly usability.

o

PCI DSS 4 Compliance. In addition to the WAF and API protection against business logic attacks, which are necessary for PCI DSS 4 compliance and included in our Cloud Application Protection service plans, the PCI DSS 4 add-on offers customers extended, specific client-side protection controls as required by PCI DSS 4 Sections 6.4.3 and 11.6.1.

o	DNS as a Service (DNSaaS). Our DNSaaS provides comprehensive Domain Name System (DNS) management, which is essential for the seamless functioning of any online application. It's about safeguarding businesses’ digital presence and ensuring end-users a seamless experience.

o	Load Balancer as a Service. Our Load Balancer as a Service (LBaaS) complements cloud application protection services with improved SLA and scalability while maintaining high availability and protecting all origin sites. It provides Active/Active traffic and user load balancing between origin sites.

o

Threat Intelligence Service.  Our Threat Intelligence services shed light on why certain IPs are flagged, providing insights and context in real-time. The actionable intelligence allows organization to confidently assess threats, enable informed decisions and proactively defend against threats before they escalate. The Threat Intelligence Services key features include:

o

Actionable Data from Real Cyber Attacks

o

Research into any suspicious IP address with IP insights and Open Proxys and Malware Data

o

Reputation alert to ensure Network Security and Integrity by proactively informing of potential cyber-attacks originating from the organization's own network.

o

Seamless REST API Integration to any environment, existing security workflows and systems

o

Alteon® Application Delivery Controller (ADC). Alteon is our application delivery and security solution that manages application traffic across cloud and data center locations, optimizing availability and performance. It provides advanced, end-to-end local and global load balancing capabilities for web, cloud and mobile-based applications. Alteon integrates multiple application protection services to provide protection against an array of cyber threats. Alteon’s analytics also provides insightful visibility so that IT managers can manage and guarantee application service level agreement (SLA) and stay ahead of cyberattacks.

•

Alteon Deliver Package. For applications that require high performance ADCs with advanced layer 4-7 ADC functionality.

•

Alteon Perform Package. For deployments requiring performance optimization, advanced application performance monitoring, global server load balancing, link load balancing, and automated/optimized ADC service operation. Provided on top of Alteon Deliver Package.

•

Alteon Secure Package. For applications that require our most advanced protections, including an embedded WAF module, authentication gateway, bot management, threat intelligence feeds (Emergency Response Team (ERT) Security Updates Service, ERT Active Attackers Feed, and ERT Location-based Mitigation), and SSL offloading from perimeter security devices (with its embedded SSL inspection module). Provided on top of Alteon Perform Package.

o

Cyber Controller. Our Cyber Controller is a unified solution for management, configuration and attack lifecycle. The Cyber Controller provides enhanced security, increased visibility and an improved user experience via multiple security operation dashboards for a unified view into attack lifecycle and mitigation analysis for both inline and out-of-path DDoS deployments. Cyber Controller provides network analytics with comprehensive visibility of traffic statistics during peacetime and attack, and simplified management and configuration with unified visibility and control.

o

Cyber Controller Standard: Provides the network management tool and network monitoring tool for the Radware family of cybersecurity and application delivery solutions. It provides our customers immediate visibility to health, real-time status, performance and security of our products from one central, unified console. An analytics module provides an intuitive, customizable Graphical User Interface with granular forensic insights into application performance, denial-of-service and web application attacks.

o

Cyber Controller X: In addition to the “Standard” license features, provides the ability to manage the DefensePro X product line using the new Cyber Controller X stream.

o

Cyber Controller Plus: An add-on on top of either the “Standard” or “X” licenses, enabling orchestration, automation and out-of-path capabilities for attack life-cycle.

o

Cyber Controller MSSP Portal: the MSSP Portal is designed to help service providers to deliver cyber security services while simultaneously reducing Total Cost of Ownership (TCO) and Mean Time to Resolve (MTTR), and surpassing margin revenue targets. It provides end-customers with comprehensive insights into the status of their protected network, offering visibility into both peacetime and attack traffic. Additionally, our portal allows service providers to offer invaluable services such as self-operating capabilities to their customers, particularly for those with expertise in security operations. Leveraging the power of multitenancy, our MSSP portal enables service providers to efficiently manage multiple customers, ensuring seamless operations and optimal resource utilization.

o	Certainty Support Program. We offer technical support for all our products through our Certainty Support Program. Certainty support levels include:

o

Basic. This level provides business day access, including weekends from 9 a.m. to 5 p.m. (local time) to technical support center services, and technical documentation, either via the Web, e-mail or direct phone support during working days. New software releases are available for units covered under the certainty support program.

o

Standard. This level increases access to the technical support center 24/7/365 and adds next business day replacement of failed hardware and waives customer shipping costs.

o

Advanced. This level increases the certainty support level standard to four hours’ replacement of failed hardware advanced replacement.

o

Professional Services. Our professional services group is staffed by a global team of experts possessing extensive knowledge and experience in security and application delivery both in data centers and the cloud. The group offers a full range of services to design, implement, automate, and optimize our customer solutions. We offer the following key professional services:

o

Design and Planning. This service plans and designs applications for future growth with Radware engineers. The service starts with a review of business goals, network optimization assessment and an overview of application architecture and security requirements to help create a comprehensive deployment plan that is tailored to organizational IT requirements.

o

Application and Security Optimization Services. This service analyzes and reviews the current implementation and design and provides recommendations to help optimize the system and achieve business goals.

o

Resident Engineer. Our Resident Engineer service is a proactive on-site engineer who performs operations, design and automation activities. From initial deployment to ongoing management and day-to-day operation, our Resident Engineer service decreases the time demands on our customers’ staff, allowing them to focus on their core business.

o

Technical Account Manager. Our technical account manager is a proactive consultant that implements best practices, provides guidance and optimizes networking and application resources.

o	ERT Service.  Our ERT is a group of security experts available 24x7 for proactive security support services for customers facing an array of application- and network-layer attacks. These services include:

o

ERT Managed Security Service. Our ERT offers a fully managed application- and network-security service. The service covers a broad range of attack types from different forms of DDoS to a variety of application attacks against our customers’ servers or data centers. It includes immediate response, onboarding, consulting, remote management, and reporting.

o

ERT Under-Attack Service. The ERT under-attack service offers 24x7 access to a security expert within 10 minutes. The ERT engineer will take the lead, fight off attacks and provide postmortem analysis of security events. The ERT under-attack service lets organizations know there is someone to rely on, guaranteeing support throughout the attack life cycle from the moment it begins. The ERT experts are available 24x7 and assist large enterprises worldwide with complex multi-vector attacks against their networks, data centers and application services.

•

We have announced a new threat intelligence service designed to help security operation center (SOC) teams, threat researchers, and incident responders enhance threat detection, identify compromised systems, and ultimately lower mean time to resolution (MTTR). The service, which is an expansion of our cloud security platform, offers them real-time intelligence and pre-emptive warnings about potential network attacks so they can make more informed decisions about application and data center threats.

•

We have introduced a new one-stop solution, called PCI DSS 4.0, to help organizations easily navigate and streamline the process in meeting the new application protection requirements, which went into effect on March 31, 2024 and will become mandatory beginning March 31, 2025 after a 12-month grace period. The new solution offers dedicated controls, extensive visibility, easy-to-access reports, and streamlined auditing.

•

We have launched our proprietary EPIC-AI solution, which adds multiple layers of AI-powered intelligence and capabilities across our application and network security solutions and services. EPIC-AI infuses advanced AI and Gen AI algorithms across Radware’s security solutions, designed to deliver precise, hands-free, consistent protections across cloud, on-prem, and hybrid environments. The AI-based innovations are designed to help organizations not only significantly improve real-time attack detection and mitigation, but also reduce MTTR, gain more control over their security, and protect their brands.

•

We have launched AI SOC Xpert, a new cloud security service that helps security operation centers (SOCs) manage DDoS and application security incidents, leveraging AI-based technology to reduce MTTR. Designed to instantly resolve incidents, the new technology provides SOC teams automated attack detection, immediate forensics data, and precisely tailored remediation plans that can be implemented by a click of a button. The AI SOC Xpert is an addition to our EPIC-AI™, which integrates Agentic-AI architecture and Gen AI algorithms across the customer’s cloud security platform.

•

We have enhanced our API Protection solution with a new AI-driven, auto-learning protection engine designed to immediately detect and mitigate business logic attacks. Working in real-time, the engine is designed to expose bad actors’ identities and automatically detect and block malicious API calls by continuously learning the application’s business logic. The solution offers organizations comprehensive coverage for the OWASP API 2023.

•

We have announced a new solution for private key protection, storage, and management called NoKey. The NoKey solution, which integrates with third-party hardware security modules (HSMs), enables customers to route encrypted traffic through Radware’s Cloud Application Protection Service without exposing or relinquishing control of their SSL keys. Customers have the flexibility to tailor and manage their private key storage to match their unique technology requirements, business priorities, and privacy needs, while benefiting from the scale and comprehensive protection of Radware’s solution.

•

We have introduced a new AI-powered, rule-free edition of our DNS DDoS Protection solution. Using our patented algorithms, the enhanced version is designed to automatically distinguish between legitimate and attack traffic and instantly adapt DDoS defenses based on the specific attacker. For DNS service providers or companies that host their own DNS services, this can significantly shorten time to resolution and reduce total cost of ownership when countering even the most sophisticated DNS DDoS attack campaigns.

•

We have expanded our cloud services to include a new Domain Name System as a Service (DNSaaS). The DNSaaS enables customers to benefit from exceptional reliability, comprehensive management tools, and advanced security measures, all designed to keep applications available, performant, and protected.

•

We have expanded our cloud application and network security services to include a new Radware Load Balancer as a Service and enhanced Cloud Network Analytics Service. The services are designed to help organizations optimize application management and performance as well as maximize network monitoring and visibility, even during peacetime.

•

We have introduced a new evolution of our Bot Manager, now equipped with AI-based protections. Designed to prioritize the end user experience and meet the needs of enterprise security teams, it mitigates a new generation of aggressive AI-driven, human-like bots without blocking legitimate users.

•

We have launched a new cloud security service center in Paris, France. The launch of the new facility extends our DDoS attack mitigation capacity to 15Tbps across a network of more than 50 cloud security service centers worldwide.

•

Innovation, Proprietary Technologies, and Thought Leadership. We are offering innovative solutions in our domain. We were one of the first companies to offer hybrid attack mitigation solutions; behavioral DDoS attacks detection with automated real-time signature creation for attack mitigation; device fingerprinting technology implementation for Bot-based attacks detection; auto-policy generation for our WAF solution; protection against encrypted attacks without opening the sessions for DDoS protection; and AI to detect attacks targeting workloads in public clouds. We believe this has given us significant expertise, know-how, and leadership in the market for cyber-attack mitigation solutions, and we take part in many technology communities, standard organizations, and open source projects. At the same time, we continue to invest in research and development of cybersecurity and application delivery technologies in order to introduce new and innovative solutions, which are supported and protected by multiple patents and proprietary rights.

•

Automation. We are offering automated attack detection and mitigation solutions that reduce the total cost of ownership of cybersecurity solutions, including behavioral analysis technology to detect zero-day DDoS attacks; automated real-time signature creation for DDoS attacks mitigation; intent-based behavioral analysis and machine learning (or “ML”) models to detect automated Bot attacks; and machine learning (positive security model) to detect zero-day web application attacks.

•

Wide attacks coverage. Our solutions offer a wide coverage against attacks, including mitigation of all four generations of Bot attacks; negative and positive security models to defend against known (OWASP top-10) and zero-day web application attacks (standard solutions typically cover OWASP top-10 attacks only); and advanced DDoS attacks protection such as DNS flood attacks, burst floods, SSL flood attacks, IoT botnets and Web DDoS attacks.

•

Industry Awards. We gained multiple industry awards during 2024, including the following:

•

Quadrant Knowledge Solutions – 2024 DDoS Mitigation SPARK Matrix™ – Leader

•

Quadrant Knowledge Solutions – 2024 WAF SPARK Matrix™– Leader

•

Quadrant Knowledge Solutions – 2024 Bot Management SPARK Matrix™ – Leader

•

2024 KuppingerCole Leadership Compass Report for Web Application Firewalls (WAF) – Leader

•

IDC MarketScape: Worldwide Web Application and API Protection (WAAP) Enterprise Platforms 2024 Vendor Assessment – major player

•

Gartner Peer Insights: Voice of the Customer for Cloud Web Application and API Protection (WAAP) Report 2024 – Strong Performer

•

GigaOm Research – GigaOm Radar for Application and API Protection 2024 – Leader and Fast Mover

•

Focus on cloud and application security. We aim to offer superior cloud services and application security solutions for our customers, and plan to continue to innovate and provide advanced security capabilities helping enterprises and businesses to keep up with emerging cyber threats and growing compliance and regulation requirements. We also offer managed services for our customers who lack security expertise in network and application security domains.

•

Increase our market footprint. We believe that a significant market opportunity exists to sell our solutions with the complementary products and services provided by other organizations with whom we wish to collaborate. To that end, we have already established strategic relationships with various third parties, including leading global-class partners, such as Cisco and Check Point, which provide critical access to certain large customers allowing us to sell our solutions. In addition, we intend to further increase our market footprint through collaboration with leading partners.

•

Expand our footprint in the medium sized enterprise market. The needs of the mid-market enterprises regarding the management of cybersecurity risks are substantially similar to the needs of the large enterprise market, but their capacity and access to skilled talent are more limited. We believe that our fully managed cloud security services can be a great fit for this market, and we intend to further expand our market footprint in this segment.

•

Pursue acquisitions and investments. In order to achieve our business objectives, we may evaluate and pursue the acquisition of, or significant investments in, other complementary companies, technologies, products, and/or businesses that enable us to enhance and increase our technological capabilities and expand our product and service offerings.

•

DDoS Mitigation: Akamai Technologies, Inc., or Akamai, Imperva Inc., or Imperva, Netscout Systems, Inc. and Cloudflare, Inc.

•

Web Application Firewalls and Bot Management: Akamai, Imperva, Cloudflare, Inc., F5 Networks, Inc., or F5, and AWS.

•

Application Delivery: F5, A10 Networks, Inc., and Citrix Systems, Inc.

•

We have implemented key performance indicators (KPIs), which set quantitative reduction goals for the use of water, power and paper;

•

We work with our suppliers to maintain compliance with various environmental laws and guidelines, such as RoHS and WEEE in the EU, and adopted our Conflict Minerals Policy available at www.radware.com/corporategovernance/conflictminerals (information contained on our website, including in our Conflict Minerals Policy, is not incorporated herein by reference and shall not constitute part of this annual report), which outlines our practices and procedures with respect to responsible sourcing of minerals from conflict-affected and high-risk areas; and

•

Our corporate headquarters in Tel Aviv, Israel, as well as our training rooms in Tel Aviv are designed in the “TED” style to serve as multifunctional work spaces while the operations room utilizes NVX video technology in order to minimize the amount of copper wiring required to function and travel. At our headquarters, we offer EV charging stations to our employees and visitors, and where applicable according to local requirements, we offer recycling and properly dispose of e-waste.

•

We are an equal-opportunity employer and make employment decisions based on a person’s qualifications and our business needs. This is demonstrated by our Human Rights and Labor Standards Policy;

•

Our corporate policy maintains zero tolerance for harassment, sexual harassment, and discrimination against individuals on the basis of any protected characteristics, and it imposes significant consequences for behavior deemed to create a hostile work environment. This is demonstrated by our Code of Conduct and Ethics as well as our Human Rights and Labor Standards Policy;

•

We offer what we believe is an attractive mix of compensation and benefit plans to support our employees’ and their families’ physical, mental, and financial well-being. This includes allowing the majority of our employees to have a direct ownership interest in Radware by participating in our equity-based incentive plans; and

•

We are focused on maintaining a healthy, safe, and secure work environment that protects our employees and the public from harm. This is demonstrated by the measures we implemented in order to overcome the challenges presented by the COVID-19 pandemic. We implemented a hybrid work model, which enables our employees to work partly remote and partly in the office. We believe that this flexibility drives increased job satisfaction while addressing the major challenges of remote work, such as isolation and lack of community.

•

Corporate Governance and Board Practices: Our corporate governance policies and practices are designed to foster effective board oversight in service of the long-term interests of our shareholders. A majority of the members of our Board of Directors qualify as “independent directors” under the Nasdaq rules. The Audit and Compensation Committees of our Board of Directors, which are charged with significant functions in our risk oversight and compensation philosophy, respectively, both currently consist of three members, all of whom qualify as “independent directors” under the Nasdaq rules. For further details on our corporate governance, as well as our Board of Directors and its committees’ roles and practices, see Items 6.C “Board Practices” and 16G “Corporate Governance.”

•

Ethical Business Conduct: All our directors, officers, consultants, service providers and employees are expected to conduct themselves in accordance with our Code of Conduct and Ethics available at http://www.radware.com/corporategovernance/ (information contained on our website, including in our Code of Conduct and Ethics, is not incorporated herein by reference and shall not constitute part of this annual report). Our Code of Conduct and Ethics is intended to promote various elements of ethical business conduct, such as compliance with laws; avoiding conflict of interests and personal exploitation of corporate opportunities; fair dealing; confidentiality of information; and other policies and guidelines in connection with insider trading and anti-corruption laws and policies.

Name of Subsidiary	Place of Incorporation
Radware Inc.	New Jersey, United States
Radware UK Limited	United Kingdom
Radware France	France
Radware Srl	Italy
Radware GmbH	Germany
Nihon Radware KK	Japan
Radware Australia Pty. Ltd.	Australia
Radware Singapore Pte. Ltd.	Singapore
Radware Korea Ltd.	Korea
Radware Canada Inc.	Canada
Radware India Pvt. Ltd.	India
Kaalbi Technologies Limited Ltd.	India
Radware (India) Solutions Private Limited	India
Radware China Ltd. 睿伟网络科技（上海）有限公司	China
Radware (Hong Kong) Limited	Hong Kong
Radyoos Media Ltd.*	Israel
Radware Canada Holdings Inc.	Canada
Radware Iberia, S.L.U.	Spain
Edgehawk Security Ltd.	Israel
SkyHawk (CNP) Security Ltd.**	Israel
SkyHawk Security, Inc.***	Delaware, United States
CSR Cloud Security Ltd.	Israel
Radware (Colombia) S.A.S.	Colombia

AB-NET Communications Ltd. Binat Business Ltd. BYNET Data Communications Ltd.* Bynet Data Centers Ltd. CloudRide Ltd.* BYNET Electronics Ltd.* BYNET SEMECH (outsourcing) Ltd.* Bynet Software Systems Ltd. Bynet System Applications Ltd.*

Ceragon Networks Ltd. Internet Binat Ltd.* Packetlight Networks Ltd. RAD-Bynet Properties and Services (1981) Ltd.* Radbit Computers, Inc. RADCOM Ltd. RAD Data Communications Ltd.*

RADWIN Ltd. DC Protection Ltd. (previously known as SecurityDAM Ltd.)

•

We recognize physical and software product revenues when control of the product is transferred to the customer (i.e., when our performance obligation is satisfied), which typically occurs at shipment, and we recognize revenues from product and cloud subscriptions, as part of the product revenues, ratably over the subscription period.

•

Revenues from post-contract customer support (PCS), which mainly represents help-desk support and unit repairs or replacements, professional services, and ERT services, are recognized ratably over the contract or subscription period, which is typically between one year and three years.

		2024				2023				2022
		(US $ in thousands)
Revenues:
Products		$	155,437			$	145,541			$	172,161
Services			119,443				115,751				121,265
			274,880				261,292				293,426
Cost of revenues:
Products			42,178				41,450				43,014
Services			11,074				10,260				10,870
			53,252				51,710				53,884
Gross profit			221,628				209,582				239,542
Operating expenses, net:
Research and development, net			74,723				82,617				86,562
Sales and marketing			122,450				126,237				126,533
General and administrative			28,342				32,408				29,786
Total operating expenses, net			225,515				241,262				242,881
Operating loss			(3,887	)			(31,680	)			(3,339	)
Financial income, net			16,552				13,927				8,052
Income (loss) before taxes on income			12,665				(17,753	)			4,713
Taxes on income			6,627				3,837				4,879
Net income (loss)			6.038				(21,590	)			(166	)

		2024				2023				2022
Revenues:
Products			57	%			56	%			59	%
Services			43				44				41
			100				100				100
Cost of Revenues:
Products			15				16				15
Services			4				4				4
			19				20				19
Gross profit			81				80				81
Operating expenses, net:
Research and development, net			27				32				30
Sales and marketing			45				48				43
General and administrative			10				12				10
Total operating expenses, net			82				92				83
Operating loss			(1	)			(12	)			(1	)
Financial income, net			6				5				3
Income (loss) before taxes on income			5				(7	)			2
Taxes on income			(2	)			(1	)			(2	)
Net income (loss)			2	%			(8	)%			0	%

(US$ in thousands, except percentages)		2024								2023								2022								% Change 2024 vs. 2023				% Change 2023 vs. 2022
Products			155,437				57	%			145,541				56	%			172,161				59	%			7	%			(15	)%
Services			119,443				43	%			115,751				44	%			121,265				41	%			3	%			(5	)%
Total			274,880				100	%			261,292				100	%			293,426				100	%			5	%			(11	)%

(US$ in thousands, except percentages)		2024								2023								2022								% Change 2024 vs. 2023				% Change 2023 vs. 2022
North, Central and SouthAmerica (principally the United States)(*)			117,740				43	%			103,435				40	%			123,947				42	%			14	%			(17	)%
EMEA (Europe, the Middle East and Africa)			94,075				34	%			96,488				37	%			104,219				36	%			(2	)%			(7	)%
Asia-Pacific			63,065				23	%			61,369				23	%			65,260				22	%			3	%			(6	)%
Total			274,880				100	%			261,292				100	%			293,426				100	%			5	%			(11	)%

(US$ in thousands, except percentages)		2024								2023								2022
Cost of Products			42,178				27.1	%			41,450				28.5	%			43,014				25.0	%
Cost of Services			11,074				9.3	%			10,260				8.9	%			10,870				9.0	%
Total			53,252				19.4	%			51,710				19.8	%			53,884				18.4	%

(US$ in thousands, except percentages)		2024				2023				2022				% Change 2024 vs. 2023				% Change 2023 vs. 2022
Research and development, net		$	74,723			$	82,617			$	86,562				(10	)%			(5	)%
Sales and marketing			122,450				126,237				126,533				(3	)%			0	%
General and administrative			28,342				32,408				29,786				(13	)%			9	%
Total		$	225,515			$	241,262			$	242,881				(7	)%			(1	)%

		2024				2023				2022
Grants			299,856				331,899				250,284
Weighted-average grant-date fair value			6.11				5.48				6.77

		2024				2023				2022
Grants			1,517,180				1,390,718				1,947,499
Weighted-average grant-date fair value			21.49				15.82				21.31

•

Radware’s Core Business – this segment consists of our core business operations, including our cloud security as-a-service products, application and data centers security products and our application availability products; and

•

The Hawks’ Business – this segment consists of the operations of our two subsidiaries: SkyHawk Security, a spinoff of our former cloud native protector business, which now provides an agentless Cloud-native threat Detection and Response (CDR), combined with Cloud Infrastructure Entitlement Manage (CIEM), Cloud Security Posture Management CSPM and Autonomous Purple Team for AWS Google Cloud and Azure, and EdgeHawk, which is engaged in transforming routers and network nodes into security platforms.

		Year ended December 31, 2024
		Radware Core				Hawks				Total
Revenues		$	274,384			$	496			$	274,880
Operating income (loss)		$	9,749			$	(13,636	)		$	(3,887	)

		Year ended December 31, 2023
		Radware Core				Hawks				Total
Revenues		$	260,322			$	970			$	261,292
Operating loss		$	(16,802	)		$	(14,878	)		$	(31,680	)

		Year ended December 31, 2022
		Radware Core				Hawks				Total
Revenues		$	290,408			$	3,018			$	293,426
Operating income (loss)		$	8,416			$	(11,755	)		$	(3,339	)

		2024				2023				2022
Net cash provided by (used in) operating activities		$	71,609			$	(3,500	)		$	32,148
Net cash provided by (used in) investing activities			(39,520	)			92,779				(56,018	)
Net cash used in financing activities			(3,913	)			(64,926	)			(22,458	)

		Payments Due by Period (US $ in thousands)
Contractual obligations		Total				Less than 1 year*				1-3 years				3-5 years				More than 5 years
Operating leases (1)			19,540				5,029				7,558				5,690				1,263
Total contractual cash obligations (2)			19,540				5,029				7,558				5,690				1,263

•

Applications are migrating to the public cloud.  The migration to public cloud exposes organizations to new threats that require consistent security across all cloud environments. Organizations also prefer to purchase security services as a subscription, to match the subscription-based consumption of hosting services.

•

Datacenter architecture is changing. Datacenter architecture is changing to include various models such as a physical datacenter, a virtual datacenter, a software defined datacenter, and private or public cloud. New emerging edge clouds, new AI-datacenters processing AI-enabled front-ends, coupled with the emerging 5G breakouts and SD-WAN, will enable enterprises to effectively leverage cloud-native services and edge computing services. Many organizations use a mixed infrastructure that includes a combination of one or more of the above and therefore require broader overarching protection that encompasses both the datacenter and multi-cloud-based applications. In addition, this mixed environment often involves multiple vendors and creates challenges in IT staffing and operational costs, which increase the needs for hybrid cloud services, managed “single pane of glass” style security services and modern automated data center technologies.

•

Application modernization requires new security tools. Application infrastructure is changing, from monolithic applications to modern applications and websites in which deployment workflows, front-end built-tools and API-centric architectures are used. The rise of cloud-native ecosystems, increasingly adapting cloud-direct and micro-services architecture packaged as containers, is providing a built-in “on-demand” elasticity and availability application infrastructure. This enables introducing and running the new generation of cloud-native applications, in a fast, adaptive and more efficient way by interacting with DevOps CICD tools and methods. As such, the AppSec blast radius is expanded and requires injection of security controls within the application lifecycle at early stages, to avoid slowdown in development, to sanitize, for example, usage of opensource software used by developers and might leak in malicious code (recent Log4J library). Various “shift-right” and “shift-left” methods are used and specifically adapted for various target deployment environments.

•

The above-mentioned cloud-native application delivery opens the door for leakage through the open cloud interface. A new family of attack surfaces manifested by the fact that the cloud APIs are publicly published, and DevOps processes are done from the outside of the cloud “perimeter” (the insider becomes the outsider). “Cloud-native” infiltrations are enabled by the usage of cloud-IAM (identify and access) misconfigurations or account take over techniques and by various vulnerabilities of publicly exposed web and API interfaces. This creates a need for a new protection posture for compliance, permissions hardening, vulnerabilities detection as well as cloud-native detection (infiltrations and exfiltration) and response tools under new industry categories: CIEM (Cloud Infrastructure Entitlement Management), CSPM (Cloud Security Posture Management), CWPP (Cloud Workload Protector Platform), and CTDR (Cloud Threat Detection and Response).

•

Organizations’ attack surfaces are increasing due to a changing economy. This was caused by a combination of two forces. First, working from home, primarily due to the restraints associated with COVID-19, required organizations to enable remote access to applications and services that were previously not exposed. The second wave of remote and automated trade is boosted mainly by the “API economy” (a term used to describe that all of the enterprise communication is built on top of the APIs and all platforms expose the APIs to exchange data, thereby exposing them to cyber attacks) where both B2B and B2C transactions are using machines for trade automations. This eliminated the traditional network perimeter, and now, even after The World Health Organization determined that COVID-19 no longer fit the definition of a public health emergency, every home computer or mobile device has become the new perimeter. Second, an increase in the online consumption of goods has accelerated organizations’ digital transformation and migration to the cloud. The result is more opportunities for attackers to leverage the increased attack surface.

•

Increasing complexity and intensity of security threats, including in view of AI-weaponized attacks. The increasing complexity and intensity of the security threats landscape requires expertise in identifying the attacks and state-of-the-art security to mitigate the attacks and safeguard the assets. Attack delivery is aided by the growing presence of connected devices (IoT), which increases the threat surface against any kind of infrastructure, as well as traffic encryption (dark data) assisting in hiding attacks. We have also observed a new generation of availability attacks against application infrastructure utilizing new generation of Web/L7 DDoS tools that aim to evade all network DDoS/L3-4 protections. Furthermore, attack tools are increasingly available to all through the dark net and becoming more sophisticated as hackers use automation and weaponize AI. Increasing focus is currently centered around the new opportunities of weaponizing AI enabled by OpenAI. This leads to ever morphing and scalable attack vectors at all levels, from volumetric botnets through web and API-centric attacks, as well as new attack surfaces that utilize Kubernetes-platforms (container orchestration platform of choice). The mass amount of uncontrolled IoT devices and cloud hosting opens the door for a new generation of botnets and automated bots that are hard to classify and block. Most organizations are not able to keep up with these developments with their internal cybersecurity resources and seek managed security services.

•

Increasing expectations for applications availability and frictionless performance, due to the increasing dependence on applications in today’s business world. Businesses are sensitive to the resilience and availability of their applications, given their customers’ expectations of flawless experience and optimal performance. As such, exposed web and API based applications are the target for attackers that utilize both the server side as well as the client/browser side platforms for spreading their malicious code. New security controls utilize the power of AI and machine learning to control the delivery of AppSec services (control false positives) as well as detection of zero-days.

•

Israel-Hamas and Ukraine-Russia Military Conflicts. The state of war declared in Israel in October 2023 (see the risk factor titled “Political, economic and military instability in the Middle East or Israel, including the state of war declared in Israel in October 2023, may harm our business”) and the Russia-Ukraine war (see the risk factor titled “Our business may be affected by sanctions, export controls and similar measures targeting Russia and other countries and territories, as well as other responses to Russia’s military conflict in Ukraine, including indefinite suspension of operations in Russia and dealings with Russian entities by many multi-national businesses across a variety of industries”).

•

We have developed a broad portfolio of solutions to address the challenges and meet the requirements arising from these trends.

•

We continuously focus on innovation and believe that our solutions have, in many instances, a technological advantage over competing solutions.

•

We offer our solutions in a wide array of deployment models (on-premise solutions, managed services, cloud-based solutions, etc.), in order to support various customers’ business models. We believe this flexibility addresses the complexity and diversity of the current application and infrastructure ecosystem.

•

We operate in a highly competitive environment, and some of our competitors have larger internal resources, and a larger installed base.

•

While we believe that the shift towards a subscription-based business model is a strategic transition towards higher growth and profitability in the long term, we may not be successful in its execution, including an inability to maintain a high subscription renewal rate.

•

In addition, our customers’ purchasing decisions are related to the conditions in our industry and in the various regions and geographical markets in which we operate and are tied to the overall IT spending climate. Uncertainty about current global economic conditions continues to pose a risk as customers may postpone or reduce spending in response to such uncertainties. In particular, the Israel-Hamas and Ukraine-Russia military conflicts may negatively affect economic conditions regionally, as well as globally, disrupt operations, affect supply chains, or otherwise negatively impact our business.

•

The other risks and uncertainties we face, as described under Item 3.D “Risk Factors.”

•

Revenue recognition;

•

Investment in marketable securities;

•

Business combinations;

•

Goodwill and impairment of long-lived assets;

•

Share-based compensation; and

•

Income taxes.

Name	Age	Position
Yuval Cohen (1)(2)	62	Chairperson of the Board of Directors
Yair Tauman (1)(2)(3)(4)	76	Director
Stanley B. Stern (2)(4)(6)(7)	67	Director, Chairperson of the Nomination and Corporate Governance Committee
Naama Zeldis (2)(3)(4)(5)	61	Director, Chairperson of the Audit Committee
Meir Moshe (2)(3)(5)(7)	70	Director, Chairperson of the Compensation Committee
Israel Mazin (2)(6)(7)	65	Director
Alex Pinchev (2)(6)	74	Director
Roy Zisapel (5)	54	President, Chief Executive Officer and Director
Guy Avidan	62	Chief Financial Officer
Yoav Gazelle	55	Chief Business Officer
David Aviv	69	Chief Technology Officer
Gabi Malka	49	Chief Operating Officer
Sharon Trachtman	56	Chief Marketing Officer
Riki Goldriech	48	Chief People Officer

		Salaries, fees, commissions and bonuses				Pension, retirement and other similar benefits
2023 – All directors and officers as a group, consisting of 15 persons*		$	2,419,283			$	475,235
2024 – All directors and officers as a group, consisting of 14 persons**		$	3,067,952			$	488,356

Name and Principal Position (1)	Year	Salary	Bonus (including Sales Commissions) (2)	Equity-Based Compensation (3)	All Other Compensation (4)	Total
(US$ In Thousands)
Roy Zisapel, President, Chief Executive Officer and Director	2024	450 (5)	465 (6)	2,489	155*	3,559
Guy Avidan, Chief Financial Officer	2024	294	110	282	57	743
Yoav Gazelle, Chief Business Officer	2024	253	172	248	40	713
Gabi Malka, Chief Operating Officer	2024	325	86	602	79	1,092
David Aviv, Chief Technology Officer	2024	287	61	210	69	627

(1)

Unless otherwise indicated herein, all Covered Executives are (i) employed on a full-time (100%) basis; and (ii) subject to customary confidentiality, intellectual property assignment and non-solicitation provisions as well as an undertaking not to compete with us or in our field of business for at least 12 months following termination of employment.

(2)

Amounts reported in this column represent annual bonuses, including sales commissions. Consistent with our Compensation Policy, such bonuses are based upon (i) for non-sales executive officers – achievement of milestones and targets and the measurable results of the Company, as compared to our budget and/or work plan for the relevant year. The bonus (of up to 10% of the annual bonus) is based on the achievement and performance of pre-determined key performance indicators (KPIs), and, in any event, not to exceed the amount of 200% of the base salary; and (ii) for sales executive officers – achievement of targets of revenues generated by the individual and/or his/her team or division and/or the Company and in any event, not to exceed the amount of four annual base salaries of such executive.

(3)

Amounts reported in this column represent the grant date fair value in accordance with accounting guidance for share-based compensation. For a discussion of the assumptions used in reaching this valuation, see Note 2(t) to our consolidated financial statements included elsewhere in this annual report.

(4)

Amounts reported in this column include benefits and perquisites, including those mandated by applicable law. Such benefits and perquisites may include, to the extent applicable to the Covered Executive, payments, contributions and/or allocations for savings funds (e.g., Managers Life Insurance Policy), education funds ( “keren hishtalmut”), pension, severance, vacation, car or car allowance, medical insurances and benefits, risk insurances (e.g., life or work disability insurance), phone, convalescence or recreation pay, relocation, payments for social security, tax gross-up payments and other benefits and perquisites consistent with Radware’s guidelines. Unless otherwise indicated herein, all Covered Executives (i) are entitled to a notice period of at least one month prior to termination (other than termination for cause), during which they are generally entitled to all compensation and rights under their employment agreements; and (ii) are not entitled to any special bonuses or benefits upon a change of control of our Company, other than a potential acceleration of the vesting of their share options pursuant to our equity incentive plan, as more fully described in Item 6.E “Share Ownership.”

(5)

As approved by our shareholders on July 28, 2022, as of such date, Roy Zisapel’s gross base salary increased from $400,000 to $450,000, and his annual bonus increased from $400,000 to $600,000 (however, the actual payout, based on performance, could reach $900,000 for overperformance).

(6)

Consistent with our Compensation Policy, and as approved by our shareholders on July 28, 2022, Roy Zisapel is entitled to an annual bonus of up to $600,000 (however, the actual payout, based on performance, could reach $900,000 for overperformance).

Class		Term expiring at the annual meeting for the year		Directors
Class II		2025		Roy Zisapel, Naama Zeldis and Meir Moshe
Class III		2026		Stanley Stern, Israel Mazin and Alex Pinchev
Class I		2027		Yair Tauman and Yuval Cohen

Name of Body		No. of Meetings in 2024				Average Attendance Rate**
Board of Directors			10				92.8	%
Audit Committee			7				100.0	%
Compensation Committee			6				100.0	%
Nomination and Corporate Governance Committee			4				91.7	%

		As of December 31,
		2024				2023				2022
Approximate numbers of employees and subcontractors by geographic location:
Israel			560				590				589
North, Central and South America (principally the United States)			235				229				252
EMEA (Europe, the Middle East and Africa)			109				113				124
Asia-Pacific			304				286				313(*)
Total workforce			1,208				1,218				1,278
Approximate numbers of employees and subcontractors by category of activity:
Research and development			449				479				494(*)
Sales, technical support, business development and marketing			621				602				647
Management, operations and administration			138				137				137
Total workforce			1,208				1,218				1,278

Name		Number of ordinary shares				Percentage of outstanding ordinary shares**
Roy Zisapel (1)			2,162,244				5.06	%
Stanley Stern (2)			*				*
Naama Zeldis (2)			*				*
Yair Tauman (2)			*				*
Yuval Cohen (2)(3)			*				*
Meir Moshe (2)			*				*
Israel Mazin (2)			*				*
Alex Pinchev (2)			*				*
Gabi Malka (2)			*				*
David Aviv (2)			*				*
Sharon Trachtman (2)			*				*
Guy Avidan (2)			*				*
Yoav Gazelle (2)			*				*
Riki Goldriech (2)			*				*
All directors and executive officers as a group (14 persons) (4)			3,083,401				7.13	%

•

the persons to whom options or RSUs are granted;

•

the number of shares underlying each equity award;

•

the time or times at which the award shall be made;

•

the exercise price, vesting schedule and conditions pursuant to which the awards are exercisable, including cashless exercises; and

•

any other matter necessary or desirable for the administration of the plan.

Name		Number of ordinary shares*				Percentage of outstanding ordinary shares**
Senvest Management, LLC (1)			4,115,597				9.64	%
Nava Zisapel (2)			2,897,926				6.79	%
Morgan Stanley (3)			2,481,276				5.81	%
Artisan Partners (4)			2,360,703				5.53	%
Legal & General Group Plc (5)			2,235,702				5.24	%
Roy Zisapel (6)			2,162,244				5.06	%

•

Based on Amendment No. 19 to the Schedule 13G filed with the SEC by Senvest on February 9, 2024, Senvest beneficially owned 4,115,597 of our outstanding ordinary shares. Based on a previous amendment to the Schedule 13G filed with the SEC by Senvest, Senvest beneficially owned as of December 31, 2022, 4,044,695 of our outstanding ordinary shares.

•

Based on Amendment No. 3 to the Schedule 13G filed with the SEC by Artisan Partners on February 12, 2024, Artisan Partners beneficially owned 2,360,703 of our outstanding ordinary shares. Based on a previous amendment to the Schedule 13G filed with the SEC by Artisan Partners, Artisan Partners beneficially owned as of December 31, 2022, 2,925,957 of our outstanding ordinary shares.

•

Based on the Schedule 13G filed with the SEC by LG, LGIM, LGIME, UCITS and LGIMA (collectively, “LG Group”) on February 13, 2025, the LG Group beneficially owned 2,235,702 of our outstanding ordinary shares. Based on previous amendments to the Schedule 13G filed with the SEC by the LG Group, they beneficially owned (i) as of September 30, 2024, 1,941,651 of our outstanding ordinary shares, (ii) as of December 31, 2023, 2,115,897 of our outstanding ordinary shares, and (iii) as of December 31, 2022, 2,570,026 of our outstanding ordinary shares.

•

Based on the Schedule 13G filed with the SEC by Morgan Stanley on February 3, 2025, Morgan Stanley beneficially owned 2,481,276 of our outstanding ordinary shares. Based on a Schedule 13G filed with the SEC by Morgan Stanley, they beneficially owned, as of December 31, 2023, 3,534,162 of our outstanding ordinary shares.

•

Based on Amendment No. 2 to the Schedule 13G filed with the SEC by First Trust Portfolios L.P., First Trust Advisors L.P., and The Charger Corporation (collectively, “First Trust Portfolio”) on July 8, 2024, First Trust Portfolio beneficially owned 839,027 of our outstanding ordinary shares. Based on a previous amendment to the Schedule 13G and a Schedule 13G filed with the SEC by First Trust Portfolio, they beneficially owned, (i) as of March 31, 2024, 4,218,597 of our outstanding ordinary shares and (ii) as of December 31, 2023, 2,446,925 of our outstanding ordinary shares.

•

One lease is a five-story building in Tel Aviv, Israel, consisting of approximately 40,000 square feet, plus storage and parking space. This lease expires in June 2030 with an option to terminate by us by way of prior notice in June 2025. The annual rent amounts to approximately $702,000.

•

A second lease consists of five floors in the Or Tower in Tel Aviv, Israel with approximately 68,000 square feet, plus parking spaces. This lease expires in June 2030. The annual rent amounts to approximately $1,800,000. In this annual report, we sometimes refer to this lease as well as the lease described above as the “Lease Agreements for the Company’s Headquarters.”

•

We also lease approximately 3,600 square feet of space in Jerusalem, Israel, for development facilities from an affiliated company owned by the heirs of the late Yehuda Zisapel and Nava Zisapel. This lease expires in July 2025. The annual rent amounts to approximately $97,000. We intend to extend this lease.

•

In addition, we lease approximately 15,000 square feet of space in Jerusalem, Israel, for manufacturing facilities from an affiliated company owned by the heirs of the late Yehuda Zisapel, Nava Zisapel, and the heirs of the late Zohar Zisapel. This lease expires in August 2028. The annual rent amounts to approximately $240,000.

•

We lease approximately 16,900 square feet in Mahwah, New Jersey, consisting of approximately 12,700 square feet of office space and 4,200 square feet of warehouse space, from an affiliated company owned by the heirs of the late Yehuda Zisapel, Nava, Zisapel and the heirs of the late Zohar Zisapel. The annual rent amounts to approximately $195,000. The lease expires in December 2025. We intend to extend this lease.

Entity	Products/Services
Bynet Data Communications Ltd.	Network management, IT and communication equipment, testing and repair, mutual marketing activities
Internet Binat Ltd.	IT and communication services
Bynet System Applications Ltd.	Communication equipment and services
Rad Data Communications Ltd.	Operating services and manpower
Cloudride Ltd.	Cloud hosting services, mutual marketing activities
Bynet Electronics Ltd.	Testing equipment and related services

•

Deduction of purchases of know-how and patents over an eight-year period for tax purposes;

•

Right to elect, under specified conditions, to file a consolidated tax return with additional related Israeli Industrial Companies; and

•

Deductions over a three-year period of expenses involved with the issuance and listing of shares on a recognized stock market.

•

the expenditures are approved by the relevant Israeli government ministry, which depends on the field of research;

•

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

•

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

•

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

•

A corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the laws of the United States or any political subdivision thereof or the District of Columbia;

•

An estate, the income of which is subject to U.S. federal income tax regardless of its source; or

•

A trust (i) if, in general, a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions, or (ii) that has in effect a valid election under applicable U.S. Treasury Regulations to be treated as a United States person for U.S. federal income tax purposes.

•

Broker-dealers or insurance companies;

•

Dealers or traders in securities, commodities or currencies;

•

Traders that have elected the mark-to-market accounting method;

•

Tax-exempt entities, accounts, organizations or retirement plans;

•

Grantor trusts;

•

Partnerships or other pass-through entities or arrangements;

•

Partners or other equity owners in partnerships or other pass-through entities or arrangements that hold our ordinary shares through such an entity or arrangement;

•

U.S. Holders selling our ordinary shares short;

•

U.S. Holders deemed to have sold our ordinary shares in a “constructive sale”;

•

S corporations;

•

Banks, financial institutions or “financial services entities”;

•

Persons that hold their ordinary shares as part of a straddle, “hedge,” “integrated” or “conversion transaction” with other investments;

•

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

•

Persons that acquired their ordinary shares upon the exercise of employee share options or otherwise as compensation;

•

Real estate investment trusts or regulated investment companies;

•

Pension funds;

•

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

•

Persons that own directly, indirectly or by attribution at least 10% of our ordinary shares by vote or value; or

•

Persons that have a functional currency that is not the U.S. dollar.

•

such item is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States and, in the case of a resident of a country which has a treaty with the United States, such item is attributable to a permanent establishment or, in the case of an individual, a fixed place of business, in the United States; or

•

the Non-U.S. Holder is an individual who holds the ordinary shares as a capital asset and is present in the United States for 183 days or more in the taxable year of the disposition and certain other requirements are met.

		U.S. dollar against:
Year ended December 31,		NIS				Euro
2020			(7.0	)%			(8.5	)%
2021			(3.3	)%			8.4	%
2022			13.2	%			6.1	%
2023			3.1	%			(3.6	)%
2024			0.6	%			6.3	%

•

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 our financial statements.

Period		Total Number of Shares Purchased				Average Price Paid per Share (in US$)				Total Number of Shares Purchased as Part of Publicly Announced Plans				Approximate Dollar Value of Shares that May Yet to Be Purchased Under the Plans (1)(2)
January 1 through 31			52,688				15.88				52,688			$	65,641,955
February 1 through August 31			0				0				0			$	65,641,955
September 1 through December 31			0				0				0			$	80,000,000

•

The Nasdaq rules require that an issuer have a quorum requirement for shareholders meetings of at least one-third of the outstanding shares of the issuer’s common voting stock. Our Articles of Association provide that the quorum for any meeting of shareholders is 35% or more of the voting rights in the Company, consistent with the Nasdaq rules; however, we have chosen to follow home country practice with respect to the quorum requirements of an adjourned shareholders meeting. Our Articles of Association, as permitted under the Companies Law and Israeli practice, provide that a meeting adjourned for lack of a quorum of at least 35% of the voting power, if convened upon requisition under the provisions of the Companies Law, shall be dissolved, but, in any other case, it shall be adjourned and, at such reconvened meeting, the required quorum consists of any two members present in person or by proxy.

•

The Nasdaq rules require shareholder approval of share option plans and other equity compensation arrangements available to officers, directors or employees and any material amendments thereto. We have decided to follow home country practice in lieu of obtaining shareholder approval for our current or future equity incentive plans. However, subject to exceptions permitted under the Companies Law, we are required to seek shareholder approval of any grants of options and other equity-based awards to directors and controlling shareholders or plans that require shareholder approval for other reasons.

•

Additionally, we have chosen to follow our home country practice in lieu of the requirements of Nasdaq Rule 5250(d)(1), relating to an issuer’s furnishing of its annual report to shareholders. Specifically, we file annual reports on Form 20-F, which contain financial statements audited by an independent accounting firm, electronically with the SEC and post a copy on our website.