DEF 14A of Playtika Holding Corp., Apr 29, 2026

DEF 14A of Playtika Holding Corp.

Filed Apr 29, 2026 · FY20250001828016-26-000024

Open on EDGAR

  1. Proposal 1 - Election of Directors

    Proposal 1 - Election of Directors The Board currently consists of six directors who we believe contribute the breadth of knowledge and experience necessary for the advancement of our business strategies and objectives. Based on the recommendation of our Nominating and Corporate Governance Committee, the Board has nominated the following current six directors, for re-election at the Annual Meeting, each to serve for a one‑year term expiring at our annual meeting of stockholders in 2027 and until their respective successors have been duly elected and qualify:

  2. Proposal 1 - Election of Directors

    | Name | Age | Position | | Robert Antokol | 58 | Chief Executive Officer, President and Chairperson of the Board | | Marc Beilinson | 67 | Director | | Hong Du | 54 | Director | | Dana Gross | 58 | Director | | Tian Lin | 46 | Director | | Bing Yuan | 57 | Director |

  3. Proposal 1 - Election of Directors

    Each of the nominees for election currently serves as a director and has consented to serve for a new term if elected. Each nominated director was elected by our stockholders to his or her present term of office. Although it is anticipated that each nominee will be able to serve as a director, should any nominee become unavailable to serve, the shares of our common stock represented by the proxies will be voted for such other person or persons as may be designated by the Board, unless the Board reduces the number of directors accordingly. As of the date of this Proxy Statement, the Board is not aware of any nominee who is unable or will decline to serve as a director. For more information regarding our nominees, please see the “Board of Directors and Corporate Governance” section of this Proxy Statement.

  4. Proposal 1 - Election of Directors

    | OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE NOMINEES LISTED ABOVE. |

  5. Director Nominees

    Director Nominees The Board has nominated the following six current directors, identified below, for re-election at the Annual Meeting, each to serve for a one‑year term expiring at our annual meeting of stockholders in 2027, and until their respective successors are duly elected and qualify. The information presented below highlights each director nominee’s specific experience, qualifications, attributes, and skills that led the Board to the conclusion that he or she should serve as a director. We believe that all of our director nominees have a reputation for integrity, honesty, and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to Playtika and the Board. We also value the additional perspective that comes from serving on other companies’ boards of directors and board committees. We continue to review the composition of the Board in an effort to assemble a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in various areas. Robert Antokol co-founded the Playtika business in 2010, with our subsidiary, Playtika Ltd., and has served as its Chief Executive Officer since its founding. Mr. Antokol has also served as our Chief Executive Officer since October 2019, as our Chairperson of the Board since June 2020 and as our President since April 1, 2026. In these roles, Mr. Antokol has overseen the expansion of our games portfolio and an employee base that grew from less than 50 to more than 3,000 employees. In 2011, he oversaw the sale of Playtika to Caesars Interactive Entertainment, Inc. (“CIE”), and in 2016, Mr. Antokol oversaw the sale of Playtika from CIE to a consortium of investors led by Giant Network Group Co., Ltd. Mr. Antokol received his Practical Engineering degree, with an emphasis on Electricity, from Ort Braude College. We believe Mr. Antokol’s operational expertise, leadership, historical knowledge and the continuity that he brings to the Board as our founder, Chief Executive Officer and Chairperson of the Board qualify him to continue to serve on the Board. Marc Beilinson has served as a member of the Board since June 2020, serves as chairperson of our Audit Committee and also serves on the Nominating and Corporate Governance Committee. Mr. Beilinson currently serves on the boards of the following public companies: Apollo Global Management, Inc., where he also serves as the chair of its compensation committee and as a member of the audit committee, and Athene Holding Ltd., a retirement services company, where he also serves as the lead independent director and previously served as the chair of its compensation committee. In addition, Mr. Beilinson currently serves on the board of directors of Omni Agent Solutions. Since August 2011, Mr. Beilinson has been the Managing Partner of Beilinson Advisory Group, a financial restructuring and hospitality advisory group that specializes in assisting distressed companies. Most recently, Mr. Beilinson served as Chief Restructuring Officer of Newbury Common Associates LLC (and certain affiliates) from December 2016 to June 2017. Mr. Beilinson previously served as Chief Restructuring Officer of Fisker Automotive from November 2013 to August 2014 and as Chief Restructuring Officer and Chief Executive Officer of Eagle Hospitality Properties Trust, Inc. from August 2011 to December 2014 and Innkeepers USA Trust from November 2008 to March 2012. Mr. Beilinson has previously served on the boards of directors and/or audit committees of a number of other public and privately held companies, including, but not limited to, Westinghouse Electric, Caesars Acquisition Company, Wyndham International, Inc., Apollo Commercial Real Estate Finance, Inc., Innkeepers USA Trust, Gastar Exploration Inc., Acosta, Inc., American Tire, Haggen Stores, Rentpath Holdings, Inc., KB US, Inc., 24 Holdings II, LLC and Monitronics. Mr. Beilinson has a Bachelor of Arts in political science from the University of California, Los Angeles and a Juris Doctor from the University of California Davis Law School. We believe Mr. Beilinson’s over thirty years of service on the boards of both public and private companies, and his extensive knowledge of legal and compliance issues, including the Sarbanes-Oxley Act of 2002, qualify him to continue to serve on the Board. Hong Du has served as a member of the Board since January 2022 and also serves on the Compensation Committee. Since February 2013, Ms. Du has served as SINA’s Co-President and Chief Operating Officer. Ms. Du joined SINA in November 1999 and worked in Business Development until April 2004. From May 2004 to January 2005, Ms. Du served as Deputy General Manager of 1Pai.com, a joint venture between SINA and Yahoo! Ms. Du rejoined SINA in January 2005 and served as the General Manager of Sales Strategy from January 2005 to March 2005, General Manager of Sales from April 2005 to August 2005, Vice President of Sales from September 2005 to February 2007, Senior Vice President of Sales and Marketing from February 2007 to February 2008, and Chief Operating officer from February 2008 to February 2013. Hong Du has served as a director of Weibo Corporation, a publicly-traded company, since January 2014. Ms. Du holds a B.S. in Applied Chemistry from Harbin Institute of Technology and an M.S. in Business Administration from Lincoln University. We believe Ms. Du’s extensive experience in the technology industry as well has her service to the board of another major public company in the technology space qualifies her to continue to serve on the Board. Dana Gross has served as a member of the Board since January 2022 and also serves on the Audit Committee. Since 2022, Ms. Gross has served as Head of Strategic Initiatives at Fiverr International Ltd. From 2016 to 2023, Ms. Gross served as Chief Operating Officer of Prospera Technologies, an Israeli AI company, which was acquired by Valmont Industries. Prior to joining Prospera Technologies, Ms. Gross was Chief Financial Officer of eToro, a fintech company, from 2014 to 2016, and before that has held senior management roles with bTendo Ltd., SanDisk and M-Systems. Ms. Gross currently serves on the board and committees of Tower Semiconductors Ltd. and SolarEdge. In addition, Ms. Gross previously served on the boards of B. Gaon Holdings, M-Systems, AudioCodes, and PowerDsine and was a venture partner at one of Israel’s leading venture capital funds, Viola Ventures. Ms. Gross graduated Cum Laude from Tel Aviv University with a BSc in Industrial Engineering and received her MBA from San Jose State University. We believe Ms. Gross’ extensive experience in technology industries and venture capital, including her operational and financial experience, as well as her extensive experience of service to the boards of both public and private companies, qualify her to continue to serve on the Board.

  6. Director Nominees

    Tian Lin has served as a member of the Board since September 2016. Mr. Lin also serves on the boards of OKC Holdings, EOITEK, ltd and Mydreams Plus Group Ltd. Mr. Lin served as our Chief Executive Officer, President and Chief Financial Officer from September 2016 to October 2019 and as our Secretary from September 2016 to October 2020, although Mr. Lin has never had an operational role within the Company. Mr. Lin has also served on the boards of certain of our subsidiaries, including Playtika Ltd. from 2016 to 2021. Since January 2025, Mr. Lin has served as a partner of M31 Capital, an investment platform based in China. Mr. Lin joined M31 Capital in January 2018 and served as a managing director until January 2025. Mr. Lin has extensive experience in the technology and online gaming industries, having served as the head of investment at Giant Network Group Co., Ltd. from January 2016 until January 2021 and leading Giant’s acquisition of Playtika in 2016. Mr. Lin received his bachelor of science degree in computer science from Carnegie Mellon and his M.B.A. from Peking University. We believe Mr. Lin’s extensive experience in the gaming and technology industries, as well as the continuity that he brings to the Board through his prior roles at Playtika and his service on the board of directors of our subsidiaries, qualify him to continue to serve on the Board. Bing Yuan has served as a member of the Board since June 2020, serving as lead independent director since November 2022, serves as chair of the Nominating and Corporate Governance Committee, and also serves on the Audit Committee and Compensation Committee. Mr. Yuan also currently serves as a director for Haichang Ocean Park Holdings Ltd, Four Seasons Education and 17 Education & Technology Group Inc. From April 2020 to December 2021, Mr. Yuan also served on the board of directors for I-Mab, a clinical stage biopharmaceutical company, where he served as a member of the audit committee. Additionally, Mr. Yuan is co-founder and managing partner of Rockets Capital since January 2022. Previously, Mr. Yuan was a managing director of Hony Capital since 2009. Prior to joining Hony Capital, Mr. Yuan served as a managing director of the investment banking division of Morgan Stanley Asia Limited from 2004 to 2008 and the direct investment department of Morgan Stanley Asia Limited from 2008 to 2009. Mr. Yuan has previously served as a director at other private and public companies, including PizzaExpress from August 2014 to October 2020, Biosensors International Group, Ltd. from May 2016 to July 2017 and Hydoo International Holding Ltd. from July 2011 to September 2019. Mr. Yuan received his bachelor’s degree in English from Nanjing University and received his master’s degree in international relations and his Juris Doctor from Yale University. We believe Mr. Yuan’s extensive experience in corporate finance, investment banking and service on various companies’ boards of directors qualifies him to continue to serve on the Board.

  7. Director Compensation

    Director Compensation The following table sets forth information for the year ended December 31, 2025, regarding the compensation awarded to, earned by or paid to our non-employee directors who served on the Board during 2025. Mr. Antokol, the Chairperson of the Board, who also served as our Chief Executive Officer during the year ended December 31, 2025, and continues to serve in that capacity and, since April 1, 2026, as our President, does not receive any additional compensation for his board service and therefore is not included in the Director Compensation table below. All compensation paid to Mr. Antokol is reported below in the “2025 Summary Compensation Table.”

  8. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Marc Beilinson | 240,000 | 240,921 | — | 480,921 | | Hong Du | 190,000 | 240,921 | — | 430,921 | | Dana Gross | 75,000 | 240,921 | — | 315,921 | | Tian Lin | — | — | — | — | | Bing Yuan | 257,500 | 240,921 | — | 498,421 |

  9. Director Compensation

    __________ (1) Amounts reflect the following fees paid to Messrs. Beilinson and Yuan and Mses. Gross and Du during 2025: (i) Mr. Beilinson received an annual cash retainer of $50,000 for his service on the board and an additional retainer of $50,000 (annually), $10,000 (annually) and $20,000 (per month) for his service as chair and member of the Audit Committee, a member of the Nominating and Corporate Governance Committee and a member of the Special Committee, respectively, (ii) Ms. Du received an annual cash retainer of $50,000 for her service on the board and an additional retainer of $10,000 (annually) and $20,000 (per month) for her service as a member of the Compensation Committee and a member of the Special Committee, respectively, (iii) Ms. Gross received an annual cash retainer of $50,000 for her service on the board and an additional retainer of $25,000 (annually) for her service as a member of the Audit Committee and (iv) Mr. Yuan received an annual cash retainer of $50,000 for his service on the board and an additional retainer of $25,000 (annually), $10,000 (annually), $10,000 (annually) and $25,000 (per month) for his service as a member of the Audit Committee, a member of the Nominating and Corporate Governance Committee, a member of the Compensation Committee and the chair and member of the Special Committee, respectively. Mr. Lin did not receive any compensation for his service on the Board in 2025. (2) Amounts reflect the full grant-date fair value of the 35,274 fully vested RSUs granted to each of Messrs. Beilinson and Yuan and Mses. Gross and Du during 2025 calculated in accordance with ASC 718, Compensation—Stock Compensation (“ASC 718”), rather than the amounts paid to or realized by the non-employee director. We provide information regarding the assumptions used to calculate the value of all RSUs made to the non-employee directors in Note 14 to our financial statements included in our Annual Report on Form 10-K for the year ending December 31, 2025, filed with the SEC on February 26, 2026. No non-employee members of the Board held outstanding unvested awards as of December 31, 2025.

  10. 2025 Executive Compensation Program Highlights

    | Base Salaries Updated for 2025 | •In light of the expiration of the Retention Plan at the end of 2024 and the resulting elimination of a substantial portion of the cash compensation of our named executive officers, effective January 1, 2025, the base salaries of our named executive officers were adjusted to market levels as further described below. | | Annual Bonus Plan Provides Formulaic Bonus Payouts Tied to Financial Performance | •Target bonus payout structure for 2025 remained unchanged from 2024 and aligned with market practices. | | | •Below threshold: no bonus payout •Threshold payout: 50% of target •Target payout: 100% •Maximum payout: 200% of target | | | •For 2025, annual bonus payouts were based on the achievement of pre-determined threshold, target and maximum Adjusted EBITDA goals (as described below under “Annual Bonus Plan”). | | | •In light of the expiration of the Retention Plan at the end of 2024 and the resulting elimination of a substantial portion of the cash compensation of our named executive officers, target bonus opportunities were adjusted to market levels at the end of 2024 for purposes of 2025 annual bonus opportunities. | | | •Our Chief Executive Officer participates in the same annual bonus plan as other executive officers. | | Long-Term Equity Incentives | •In February 2022, certain of our named executive officers were granted equity awards in the form of performance stock units (“2022 PSUs”). •The 2022 PSUs are eligible to vest 25% per year based on the achievement of pre-established annual revenue growth targets. •2025 Performance: The 2022 PSUs eligible to vest based on 2025 performance vested at 100%. |

  11. 2025 Executive Compensation Program Highlights

    | | •In light of the expiration of the Retention Plan, new equity awards were granted to our executive officers in December 2024, with such equity awards granted 66% in the form of performance stock units (“2024 PSUs”) and 33% in the form of time-based restricted stock units (“RSUs”) (“2024 RSUs”). ◦The 2024 PSUs are eligible to vest 33.3% per year based on the achievement of pre-established annual revenue growth rate targets (“2024 Annual Revenue Growth Rate PSUs”), Adjusted EBITDA targets (“2024 Adjusted EBITDA PSUs”), and annual total shareholder return (TSR) targets (“2024 TSR PSUs”). For purposes of the 2024 Adjusted EBITDA PSUs, Adjusted EBITDA is defined as described below under “Annual Bonus Plan”. ◦The 2024 RSUs vest in substantially equal quarterly installments over the three-year period commencing on or about the grant date, subject to executive’s continued service on the applicable vesting date. | | | ◦2025 Performance: The 2024 PSUs eligible to vest based on 2025 performance vested as follows: ▪For 2025, based on our revenue growth performance and Adjusted EBITDA performance, the 2024 Annual Revenue Growth PSUs and 2024 Adjusted EBITDA PSUs eligible to vest based on 2025 performance vested at 100%. ▪For 2025, based on our TSR performance, the 2024 TSR PSUs eligible to vest based on 2025 performance were forfeited. •No new equity grants were made to our named executive officers in 2025 other than a PSU and RSU award to Uri Rubin, as described further below under “Equity Compensation” | | Maintain Executive Officer Stock Ownership Guidelines | •During 2025, we continued to maintain robust stock ownership guidelines that apply to our named executive officers: ◦CEO: 6x base salary ◦Other executive officers: 3x base salary Each executive officer must achieve ownership of the required market value of shares within three years of becoming subject to the guidelines. Common stock, common stock beneficially owned by the officer and RSUs count towards the requirement, but shares the officer has a right to acquire through exercising stock options (whether or not vested) are not counted. In addition, unearned performance-based awards are not counted as ownership for purposes of measuring compliance with the guidelines. All of our executive officers are in compliance with these guidelines. |

  12. Determination of Compensation

    Determination of Compensation Role of the Compensation Committee. The Compensation Committee is responsible for overseeing all aspects of our executive compensation programs, including executive salaries, annual and long-term incentives and any executive perquisites for our named executive officers. The Compensation Committee considers such factors as it determines are appropriate in setting executive compensation, including the recommendations of our Chief Executive Officer (other than with respect to himself), current and past total compensation, company performance and each executive’s impact on performance, each executive’s relative scope of responsibility and potential, each executive’s individual performance and demonstrated leadership and internal equity pay considerations. Role of Compensation Consultant. The Compensation Committee has the authority to engage its own advisors to assist in carrying out its responsibilities. The Compensation Committee has retained Pearl Meyer as its independent compensation consultant since 2021, and continued to retain Pearl Meyer throughout 2025. Pearl Meyer reports directly to the Compensation Committee. Pearl Meyer also communicates with management to gather information and review management proposals as needed. Pearl Meyer’s responsibilities include: •Reviewing and advising on executive compensation program design and policies, including the performance measures to be used under the executive compensation program and goal setting •Advising on executive compensation philosophy •Providing analysis and recommendations regarding the composition and selection of our peer group companies •Conducting executive compensation proxy and survey pay benchmarking •Assessing peer group annual and long-term incentive plan design practices •Assessing peer group equity dilution and burn rate practices •Updating the Compensation Committee with executive compensation and governance trends, best practices, and proxy advisory policy updates •Advising on other related programs such as stock ownership guidelines, severance, change-in-control severance, clawback policies, etc. Other than advising the Compensation Committee as described above, Pearl Meyer did not provide any services to the Company in 2025. The Compensation Committee has sole authority to hire, fire and set the terms of engagement with Pearl Meyer. The Compensation Committee assessed the independence of Pearl Meyer, and each other adviser and outside legal counsel that provide advice to the Compensation Committee, pursuant to applicable rules and regulations of the SEC and the Nasdaq Stock Market and concluded that Pearl Meyer and such other advisers are independent. Further, pursuant to SEC rules, the Compensation Committee conducted a conflicts of interest assessment and determined that there is no conflict of interest resulting from retaining Pearl Meyer. The Compensation Committee intends to reassess the independence of its advisers at least annually. Role of Management. In setting compensation for 2025, our Chief Executive Officer worked closely with the Compensation Committee in managing our executive compensation program. Our Chief Executive Officer made recommendations to the Board regarding compensation for our executive officers other than himself because of his daily involvement with our executive team. No executive officer participated directly in the final deliberations or determinations regarding his or her own compensation package. Competitive Positioning. The Compensation Committee reviews our peer group periodically to reflect changes in market capitalization and other factors, including acquisitions. Pearl Meyer assists the Compensation Committee in identifying an appropriate peer group of companies for use as a reference when determining director and executive compensation. The Company’s original peer group was selected in January 2022 based on factors such as market capitalization, revenue, enterprise value, total employees, industry, geographic location and utilization as Company peers by proxy advisory firms, and not on the basis of executive compensation levels. In August and September 2025, the Compensation Committee reviewed the Company’s peer group with Pearl Meyer and, with the support of Pearl Meyer, made the following modifications to the peer group that had previously been established for 2024 compensation decisions: (i) removed AppLovin Corporation, CyberArk Software Ltd., Pinterest, Inc. and Xperi Holding, and (ii) added Bally’s Corporation, Bumble Inc., FuboTV Inc., Hasbro, Inc., Rush Street Interactive, Inc., Taboola.com Ltd. and Yelp Inc. AppLovin Corporation, CyberArk Software Ltd., Pinterest, Inc. and Xperi Holding were deemed to no longer be appropriate peer companies primarily due to market capitalization and revenue. Bally’s Corporation, Bumble Inc., FuboTV Inc., Hasbro, Inc., Rush Street Interactive, Inc., Taboola.com Ltd. and Yelp Inc. were added primarily based on factors including market capitalization, revenue, enterprise value, total employees, industry, geographic location and utilization as Company peers by proxy advisory firms. The resulting peer group consists of the following companies:

  13. Determination of Compensation

    Our Compensation Committee periodically reviews the foregoing comparable company data in connection with its ongoing analysis of the compensation program for our named executive officers. The Compensation Committee does not rely entirely on that data to determine named executive officer compensation. Instead, as described above and consistent with past practice, the Compensation Committee members rely on their judgment and experience in setting those compensation levels and making those awards. As a result, variations on this pay positioning occur from year to year. For 2025, the Compensation Committee redesigned the executive compensation program to account for the expiration of the Retention Plan in 2024 which previously accounted for a large portion of our named executive officers’ total compensation. With respect to the compensation decisions taken in December 2024 regarding 2025 compensation for the named executive officers, the Compensation Committee intended to set target total cash compensation generally around the 75th percentile of the peer group and total direct compensation which also includes annualized long-term incentive equity grants generally between the 50th and 75th percentiles of the peer group. We expect that the Compensation Committee will continue to review comparable company data from time to time in connection with setting the compensation we offer our named executive officers to help ensure that our compensation programs are competitive and fair.

  14. Elements of Our Executive Compensation Program

    Elements of Our Executive Compensation Program The primary elements of our named executive officers’ compensation and the main objectives of each are: •Base Salary: Base salary attracts and retains talented executives, recognizes individual roles and responsibilities and provides stable income; •Annual Bonus Plan: Annual performance bonuses help to incentivize executives to work towards key corporate performance objectives on an annual basis; •Equity-Based Long-Term Incentive Compensation: Equity compensation, provided in the form of stock options, RSUs and PSUs, aligns executives’ interests with our stockholders’ interests, emphasizes long-term financial performance and helps retain executive talent; and •Other Benefits and Perquisites: Our named executive officers are eligible to participate in our health and welfare programs and our retirement programs. Our Israel-based named executive officers also receive other customary or mandatory social benefits in Israel on the same basis as our other full-time Israel-based employees. Each of these elements of compensation is described further below.

  15. Base Salaries

    (1) In December 2024, the Compensation Committee increased Mr. Rubin’s base salary from $227,971 to $400,000 in connection with the redesign of the Company’s executive compensation program to account for the expiration of the Retention Plan in 2024. In May 2025, the Compensation Committee further increased Mr. Rubin’s base salary from $400,000 to $475,000 after a review of relevant market benchmarks and a recognition of an expansion of his responsibilities. The foregoing base salary amounts for Messrs. Antokol, Korczak and Rubin reflect the base salaries that were approved by the Compensation Committee in U.S. Dollars. However, their salaries are actually paid in NIS and were converted to NIS on the original approval date using the exchange rate in effect on the approval date for purposes of determining their fixed monthly salary amounts in NIS. The exchange rate on the original approval date, and on the approval date of Mr. Rubin’s increased base salary, was NIS 3.59 : USD $1. In February 2026, the Compensation Committee reviewed executive officer base salaries and relevant peer company and market data. The Compensation Committee determined not to make adjustments to the base salaries of the named executive officers for 2026. Our named executive officers’ 2026 base salaries are set forth below. The base salary amounts for Messrs. Antokol, Korczak and Rubin, who are paid in NIS, appear higher in the table below due to the conversion of the fixed monthly NIS salaries back to USD based on the exchange rate in effect on the determination date in February 2026 which fluctuated from the exchange rate in effect on the prior approval dates as described above. The exchange rate on the determination date in February 2026 was NIS 3.14 : USD $1. The current monthly salary amounts in NIS for Messrs. Antokol, Korczak and Rubin are unchanged from their latest 2025 salary amounts.

  16. Annual Bonus Plan

    Annual Bonus Plan We adopted a bonus plan for 2025 pursuant to which annual bonuses will be paid to our named executive officers, based on a pool that is established by the Board upon consideration of “Adjusted EBITDA” for 2025 and the named executive officers’ target annual bonus opportunities. The annual bonus pool is determined by the Compensation Committee based on our results for the applicable year. “Adjusted EBITDA,” as used herein, is a non-GAAP financial measure which is defined and calculated in a manner consistent with the Company’s credit agreement. Based on the Company’s current credit agreements, Adjusted EBITDA is defined as net income before (1) interest expense, (2) interest income, (3) provision for income taxes, (4) depreciation and amortization expense, (5) stock-based compensation, (6) impairment charges, (7) contingent consideration, (8) acquisition and related expenses, and (9) certain other items. For a reconciliation of Adjusted EBITDA to net income, please see Appendix A. The Committee established threshold, target and maximum achievement levels relative to Adjusted EBITDA for 2025, which would result in a corresponding annual bonus payout to the named executive officers. Our “target” 2025 Adjusted EBITDA was set at $741,825,785. Our “threshold” 2025 Adjusted EBITDA was set at 90% of “target” and our “maximum” 2025 Adjusted EBITDA objective was set at 110% of target. Straight-line interpolation is used to calculate payouts associated with actual results falling between goals and no payout is earned if actual results fall below the threshold level of performance. For 2025, our named executive officers’ threshold, target and maximum annual bonus opportunities corresponding to the foregoing Adjusted EBITDA threshold, target and maximum objectives are reflected in the table below. In light of the expiration of the Retention Plan at the end of 2024 and the resulting redesign of our compensation program for our named executive officers, the Compensation Committee determined, after consultation with Pearl Meyer, to adjust the target bonuses of our named executive officers for 2025 as follows: Mr. Antokol’s target bonus decreased from $3,500,000 to $1,980,000, Mr. Abrahams’ target bonus decreased from $2,000,000 to $1,150,000, Mr. Cohen’s target bonus decreased from $1,100,000 to $875,000, Mr. Korczak’s target bonus increased from $490,000 to $500,000, and Mr. Rubin’s target bonus increased from $115,702 to $400,000. Mr. Rubin’s target bonus was further increased in May 2025 from $400,000 to $475,000 after a review of relevant market benchmarks and a recognition of an expansion of his responsibilities. The target bonus of $443,750 for Mr. Rubin below reflects a prorated bonus target to reflect the mid-year increase.

  17. Annual Bonus Plan

    | Name | Threshold Bonus ($) | Target Bonus ($) | Maximum Bonus ($) | | Robert Antokol | 990,000 | 1,980,000 | 3,960,000 | | Craig Abrahams | 575,000 | 1,150,000 | 2,300,000 | | Michael Cohen | 437,500 | 875,000 | 1,750,000 | | Nir Korczak | 250,000 | 500,000 | 1,000,000 | | Uri Rubin | 221,875 | 443,750 | 887,500 |

  18. Annual Bonus Plan

    Our 2025 Adjusted EBITDA was $753,227,000, or 101.54% of our “target” Adjusted EBITDA. Based on our 2025 Adjusted EBITDA, each named executive officer received a 2025 annual bonus payout equal to approximately 115.37% of his target bonus, which was calculated based on straight-line interpolation between the “target” and “maximum” 2025 Adjusted EBITDA objectives. Accordingly, in February 2026, our Compensation Committee approved the following 2025 bonuses to our named executive officers: Mr. Antokol, $2,284,330; Mr. Abrahams, $1,326,757; Mr. Cohen, $1,009,489; Mr. Korczak, $576,851; and Mr. Rubin, $511,955. In February and March 2026, the Compensation Committee reviewed executive officer target bonuses and relevant peer company and market data. The Compensation Committee determined not to make adjustments to the target bonuses of the named executive officers for 2026. For 2026, our named executive officers’ threshold, target and maximum annual bonus opportunities are set forth below. The target bonus amounts for Messrs. Antokol, Korczak and Rubin, who are paid in NIS, appear higher in the table below due to the conversion of such amounts from NIS to USD based on the exchange rate in effect on the determination date.

  19. Annual Bonus Plan

    | Name | Threshold Bonus ($) | Target Bonus ($) | Maximum Bonus ($) | | Robert Antokol | 1,134,000 | 2,267,000 | 4,534,000 | | Craig Abrahams (1) | 575,000 | 1,150,000 | 2,300,000 | | Michael Cohen | 437,500 | 875,000 | 1,750,000 | | Nir Korczak | 286,000 | 573,000 | 1,145,000 | | Uri Rubin | 271,000 | 542,000 | 1,084,000 |

  20. Annual Bonus Plan

    (1) Mr. Abrahams resigned from the Company effective March 31, 2026.

  21. Equity Compensation

    Equity Compensation We view equity-based compensation as a critical component of our balanced total compensation program going forward as a public company. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns the interests of executives with those of our stockholders. Accordingly, the Board, and the Compensation Committee, from time to time may grant equity incentive awards covering shares of our common stock to our named executive officers and will review their equity incentive compensation going forward. With the expiration of the Playtika Holding Corp. 2021-2024 Retention Plan which previously comprised the majority of our named executive officers’ long-term incentive compensation, equity-based compensation is expected to be an increasingly important and larger component of our executive compensation program in future years.

  22. 2025 Performance Period Outcome Under 2022 Performance Stock Unit Awards

    2025 Performance Period Outcome Under 2022 Performance Stock Unit Awards On February 7, 2022, the Compensation Committee approved the grant of PSUs to each of our named executive officers pursuant to the Company’s 2020 Incentive Award Plan, as amended (“2020 Plan”). The PSUs are eligible to vest in four equal installments based on the Company’s annual revenue growth rate over four annual performance periods consisting of calendar years 2022, 2023, 2024 and 2025, with up to 25% of the award eligible to vest each year (“2022 PSUs”). The following table shows the number of 2022 PSUs awarded to each named executive officer:

  23. 2025 Performance Period Outcome Under 2022 Performance Stock Unit Awards

    | Name | 2022 PSUs (#) | | Robert Antokol | 810,811 | | Craig Abrahams | 378,378 | | Michael Cohen | 202,703 | | Nir Korczak | 148,649 | | Uri Rubin(1) | — |

  24. 2025 Performance Period Outcome Under 2022 Performance Stock Unit Awards

    __________ (1) Mr. Rubin did not receive a 2022 PSU award. For each annual performance period, up to 25% of the 2022 PSUs will be eligible to vest based on the Company’s annual revenue growth rate during the applicable performance period relative to threshold, target and maximum achievement levels. The following tables shows the threshold, target and maximum objectives and corresponding achievement levels for the Company’s annual revenue growth rate for the 2025 performance period:

  25. 2025 Performance Period Outcome Under 2022 Performance Stock Unit Awards

    | Annual Revenue Growth Rate for the Fourth Annual Performance Period | Revenue Growth Achievement Percentage | | Less than 1% | 0% | | 1% | 50% | | 3% | 75% | | 5% or more | 100% |

  26. 2025 Performance Period Outcome Under 2022 Performance Stock Unit Awards

    If the Company’s annual revenue growth rate for the performance period is between two achievement levels, the achievement percentage will be determined by linear interpolation between the applicable achievement levels. The fourth and final annual performance period for the 2022 PSUs concluded on December 31, 2025. In February 2026, the Compensation Committee determined that the Company’s annual revenue growth rate during the applicable performance period was 8%, which resulted in a revenue growth achievement percentage of 100%. As a result, 100% of the 2022 PSUs eligible to vest with respect to 2025 performance vested in February 2026. The following table shows the number of PSUs in which each named executive officer vested in February 2026 based on 2025 performance:

  27. 2025 Performance Period Outcome Under 2022 Performance Stock Unit Awards

    | Name | PSUs (#) | | Robert Antokol | 202,703 | | Craig Abrahams | 94,595 | | Michael Cohen | 50,676 | | Nir Korczak | 37,163 | | Uri Rubin(1) | — |

  28. 2025 Performance Period Outcome Under 2022 Performance Stock Unit Awards

    __________ (1) Mr. Rubin did not receive a 2022 PSU award.

  29. 2025 Performance Period Outcome Under 2024 Performance Stock Unit Awards

    2025 Performance Period Outcome Under 2024 Performance Stock Unit Awards In December 2024, the Compensation Committee approved the grant of PSUs to each of our named executive officers pursuant to the Company’s 2020 Plan (the “2024 PSUs”). The 2024 PSUs are eligible to vest in three annual installments over three one-year annual performance periods ending December 31, 2025, December 31, 2026 and December 31, 2027. The number of PSUs vesting for each annual determination date is based on the Company’s annual revenue growth rate (the “2024 Annual Revenue Growth Rate PSUs”), Adjusted EBITDA (the “2024 Adjusted EBITDA PSUs”) and total shareholder return (TSR) (the “2024 TSR PSUs”) for each annual performance period. For purposes of the 2024 Adjusted EBITDA PSUs, Adjusted EBITDA is defined as described above under “Annual Bonus Plan.” With respect to each of the 2024 Annual Growth Rate PSUs, the 2024 Adjusted EBITDA PSUs and the 2024 TSR PSUs, up to 33.3% of the award is eligible to vest each year based on performance relative to the applicable performance metric for the applicable annual performance period (with the numbers shown in the table below representing the number of PSUs that are eligible to vest assuming maximum performance relative to the performance goals). Except as described below upon a “Qualifying Termination,” a named executive officer must remain employed on the date the Compensation Committee certifies achievement for the applicable annual performance period in order to vest in the portion of the PSUs earned for such performance period. The highest level of performance that may be achieved for the PSUs is 100% of the number of PSUs awarded. The following table shows the number of 2024 PSUs awarded to each named executive officer:

  30. 2025 Performance Period Outcome Under 2024 Performance Stock Unit Awards

    | Name | 2024 Annual Revenue Growth Rate PSUs (#) | 2024 Adjusted EBITDA PSUs (#) | 2024 TSR PSUs (#) | | Robert Antokol | 1,195,098 | 1,195,098 | 2,390,196 | | Craig Abrahams | 313,725 | 313,725 | 627,451 | | Michael Cohen | 196,078 | 196,078 | 392,157 | | Nir Korczak | 191,176 | 191,176 | 382,353 | | Uri Rubin | 78,431 | 78,431 | 156,863 |

  31. 2025 Performance Period Outcome Under 2024 Performance Stock Unit Awards

    2024 Annual Revenue Growth Rate PSUs For each annual performance period, up to 33.3% of the 2024 Annual Revenue Growth Rate PSUs will be eligible to vest following the end of the year based on the Company’s annual revenue growth rate during the applicable annual performance period, relative to the applicable revenue growth achievement percentage. The following table shows the threshold, target and maximum objectives and corresponding achievement levels for the Company’s annual revenue growth rate, for each annual performance period:

  32. 2025 Performance Period Outcome Under 2024 Performance Stock Unit Awards

    | Achievement Level | Annual Revenue Growth Rate for the First, Second and Third Annual Performance Periods | Annual Revenue Growth Rate Achievement Percentage | | Below Threshold | Less than 1% | 0% | | Threshold | 1% | 50% | | Target | 2% or more | 100% |

  33. 2025 Performance Period Outcome Under 2024 Performance Stock Unit Awards

    If the Company’s annual revenue growth rate for a performance period is between two achievement levels, the achievement percentage will be determined by linear interpolation between the applicable achievement levels. 2024 Adjusted EBITDA PSUs For each annual performance period, up to 33.3% of the 2024 Adjusted EBITDA PSUs will be eligible to vest following the end of the year if the Company’s Adjusted EBITDA equals or exceeds the applicable Adjusted EBITDA targets set by the Compensation Committee for each annual performance period. For purposes of the 2024 Adjusted EBITDA PSUs, only a target objective was established for each annual performance period. The target Adjusted EBITDA objective for 2025 for purposes of the 2024 Adjusted EBITDA PSUs was $738 million. If the Company’s Adjusted EBITDA for a performance period does not equal or exceed the target for such period, no 2024 Adjusted EBITDA PSUs will vest with respect to such period. 2024 TSR PSUs For each annual performance period, up to 33.3% of the 2024 TSR PSUs will be eligible to vest following the end of each year based on the Company’s 1-Year TSR during the applicable annual performance period, relative to the applicable TSR achievement percentage. The following table shows the below threshold, threshold and target objectives and corresponding achievement levels for the Company’s 1-Year TSR, for each annual performance period:

  34. 2025 Performance Period Outcome Under 2024 Performance Stock Unit Awards

    | Achievement Level | 1-Year TSR for the First, Second and Third Annual Performance Periods | TSR Achievement Percentage | | Below Threshold | Less than 10% | 0% | | Threshold | 10% | 50% | | Target | 15% or more | 100% |

  35. 2025 Performance Period Outcome Under 2024 Performance Stock Unit Awards

    For purposes of the 2024 TSR PSUs, “1-Year TSR” means, for each annual performance period, the appreciation, expressed as a percentage (rounded to two decimal places), in the price of the Company’s common stock during such annual performance period, which will be equal to (i) (A) the sum of (1) the “Closing Average Share Value” (as defined below) plus (2) the cumulative amount of all cash dividends and other cash distributions per share with an ex-dividend date during the annual performance period, divided by (B) the Opening Average Share Value (as defined below), minus (ii) 1. “Closing Average Share Value” means, for each annual performance period, the average of the daily closing prices per share of the Company’s common stock as reported on the NASDAQ for all trading days in the period beginning December 1 and ending on December 31 of the calendar year preceding the applicable annual performance period. “Opening Average Share Value” means, for each annual performance period, the average of the daily closing prices per share of the Company’ common stock as reported on the NASDAQ for all trading days in the period beginning December 1 and ending on December 31 of the applicable annual performance period. TSR will be equitably adjusted to reflect stock dividends, stock-splits, spin-offs, and other corporate changes having similar effect not otherwise reflected in the calculation. If the Company’s 1-Year TSR for a performance period is between two achievement levels, the achievement percentage will be determined by linear interpolation between the applicable achievement levels. The first annual performance period for the 2024 PSUs concluded on December 31, 2025. In February 2026, the Compensation Committee determined that the Company’s annual revenue growth rate during the applicable performance period was 8%, the Company’s Adjusted EBITDA during the applicable period was $753,227,000 (which was in excess of the target level), and the Company’s TSR was -40.64%. As a result, 100% of the 2024 Annual Revenue Growth Rate PSUs and 2024 Adjusted EBITDA PSUs eligible to vest based on 2025 performance vested in February 2026. The 2024 TSR PSUs eligible to vest based on 2025 performance were forfeited in February 2026. The following table shows the number of 2024 PSUs in which each named executive officer vested in February 2026 based on 2025 performance:

  36. 2025 Performance Period Outcome Under 2024 Performance Stock Unit Awards

    | Name | 2024 Annual Revenue Growth Rate PSUs (#) | 2024 Adjusted EBITDA PSUs (#) | 2024 TSR PSUs (#) | | Robert Antokol | 398,366 | 398,366 | — | | Craig Abrahams | 104,575 | 104,575 | — | | Michael Cohen | 65,359 | 65,359 | — | | Nir Korczak | 63,725 | 63,725 | — | | Uri Rubin | 26,143 | 26,143 | — |

  37. 2025 Performance Stock Unit Awards

    2025 Performance Stock Unit Awards In November 2025, the Compensation Committee approved the grant of 125,000 PSUs to Mr. Rubin pursuant to the Company’s 2020 Plan (the “2025 PSUs”) to recognize his responsibility for certain key AI-related initiatives within the Company. The 2025 PSUs are eligible to vest in three annual installments over three one-year annual performance periods ending December 31, 2026, December 31, 2027 and December 31, 2028. The number of PSUs vesting for each annual determination date is based on the Company’s annual revenue growth rate (the “2025 Annual Revenue Growth Rate PSUs”) for each annual performance period. With respect to the 2025 Annual Growth Rate PSUs, up to 33.3% of the award is eligible to vest each year based on performance relative to the applicable performance metric for the applicable annual performance period (with the numbers shown in the table below representing the number of 2025 PSUs that are eligible to vest assuming maximum performance relative to the performance goals). Except as described below upon a “Qualifying Termination,” Mr. Rubin must remain employed on the date the Compensation Committee certifies achievement for the applicable annual performance period in order to vest in the portion of the PSUs earned for such performance period. The highest level of performance that may be achieved for the 2025 PSUs is 100% of the number of PSUs awarded. 2025 Annual Revenue Growth Rate PSUs For each annual performance period, up to 33.3% of the 2025 Annual Revenue Growth Rate PSUs will be eligible to vest following the end of the year based on the Company’s annual revenue growth rate during the applicable annual performance period, relative to the applicable revenue growth achievement percentage. The following table shows the threshold, target and maximum objectives and corresponding achievement levels for the Company’s annual revenue growth rate, for each annual performance period:

  38. 2025 Performance Stock Unit Awards

    | Achievement Level | Annual Revenue Growth Rate for the First, Second and Third Annual Performance Periods | Annual Revenue Growth Rate Achievement Percentage | | Below Threshold | Less than 1% | 0% | | Threshold | 1% | 50% | | Target | 2% or more | 100% |

  39. 2025 Performance Stock Unit Awards

    If the Company’s annual revenue growth rate for a performance period is between two achievement levels, the achievement percentage will be determined by linear interpolation between the applicable achievement levels.

  40. Accelerated Vesting of PSU Awards

    Accelerated Vesting of PSU Awards If a named executive officer’s employment is terminated by the Company other than for “cause” or by the executive for “good reason” (each, as defined in the 2020 Plan) (any such termination, a “Qualifying Termination”), in each case, prior to a change in control, then the named executive officer will remain eligible to vest in the number of PSUs that would vest during the annual performance period in which the termination date occurred based on actual performance, prorated to reflect the number of days the executive was employed during such performance period, provided that if such Qualifying Termination occurs within three months prior to a “change in control” (as defined in the 2020 Plan), all outstanding PSUs at the time of termination will be treated as provided below upon the occurrence of a change in control. Upon the occurrence of a change in control, all of the outstanding PSUs as of the date of the change in control will be eligible to vest based on the passage of time in substantially equal installments on each December 31 occurring following the change in control through and including the last day of the final annual performance period applicable to such PSUs, subject to the executive’s continued service through the applicable vesting date; provided that any PSUs eligible to vest based on a completed performance period but which have not yet vested will vest based on actual performance for such completed performance period on the date of the change in control. In the event a named executive officer experiences a Qualifying Termination after a change in control, but on or prior to the last day of the final annual performance period applicable to such PSUs, any outstanding and unvested PSUs will accelerate and vest in full on the date of termination.

  41. 2025 Restricted Stock Unit Awards

    2025 Restricted Stock Unit Awards In November 2025, the Compensation Committee approved the issuance of 125,000 RSUs (the “2025 RSUs”) to Mr. Rubin to recognize his responsibility for certain key AI-related initiatives within the Company. The 2025 RSUs are governed by the terms and conditions of the 2020 Plan and the applicable RSU agreements. These 2025 RSUs will be eligible to vest 33.3% on November 15, 2026, and then 8.33% quarterly over two years commencing with the first quarterly vesting date of February 15, 2027, subject to Mr. Rubin’s continued service through such vesting date, so that all of the 2025 RSUs shall be vested on November 15, 2028, subject to Mr. Rubin’s continuous service through the applicable vesting date.

  42. Retirement and Other Benefits

    Retirement and Other Benefits Health and Welfare Benefits for U.S. Employees. All of our full-time U.S. employees, including our U.S.-based named executive officers Messrs. Abrahams and Cohen, are eligible to participate in our health and welfare plans on the same basis, including: • medical, dental and vision benefits; • medical and dependent care flexible spending accounts; • short-term and long-term disability insurance; and • life and accidental death and disability insurance. U.S. 401(k) Plan. Our U.S.-based employees who satisfy certain eligibility requirements are also eligible to participate in a 401(k) retirement savings plan. The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. Currently, we match contributions made by participants in the 401(k) plan up to a specified percentage of the employee contributions, and these matching contributions are subject to a three-year vesting schedule. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan, and making matching contributions, adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies. Benefits to Israeli Employees. Generally, benefits available to our Israel-based employees are available to all Israel-based employees on the same basis, which include welfare benefits, annual vacation leave, sick leave, convalescence pay, military duty leave, transportation expense reimbursement, advanced study fund, life and disability insurance and other customary or mandatory social benefits in Israel. We make monthly contributions to funds administered by financial institutions for certain pension and severance liabilities on behalf of each of our Israel-based employees, including our Israel-based named executive officers, subject to certain conditions. The amount of these contributions is based on a percentage of the employee’s salary, taking into account any base salary thresholds under Section 14 of the Israeli Severance Pay Law—1963. Generally, company contributions are made to a pension insurance policy, manager’s insurance policy and/or pension fund, or a combination thereof (based on the employee’s personal choice), up to a total of 14.83% of an employee’s determining salary, of which up to 8.33% is contributed to a severance fund (applying the arrangement in accordance with Section 14 of the Israeli Severance Pay Law—1963), and up to 6.5% is applied to compensatory payments. In the case of Mr. Antokol, the Company and Mr. Antokol have agreed to use a salary lower than his actual salary for purposes of determining these contributions under Section 14 of the Israeli Severance Pay Law-1963. Other than certain employees, including Mr. Antokol, as further described below, these severance contributions under Section 14 of the Israeli Severance Pay Law—1963 are designed to satisfy in full our statutory severance pay obligation for our Israel-based employees. The compensatory payment component is applied to fund pension and/or disability benefits for the employee. Our Israel-based employees make a corresponding contribution of up to 6% of their salary.

  43. Severance Benefits

    Severance Benefits We are party to employment agreements with our Israel-based named executive officers. Mr. Antokol’s employment agreement provides for severance benefits upon his Qualifying Termination. In addition, all of our Israel-based named executive officers are entitled to severance pay upon termination of employment for any reason, including retirement, according to Section 14 of the Israeli Severance Pay Law—1963. We make a contribution on a monthly basis for each of our Israel-based employees, including our Israel-based named executive officers, of 8.33% of their monthly salary to a severance fund for this purpose, provided, however, that Mr. Antokol previously elected to have the Company make severance contributions on his behalf that are based on a lower salary than his actual monthly salary for purposes of Section 14 contributions. This arrangement lowers Mr. Antokol’s tax liability and is part of an arrangement that also includes lower pension contributions (for both the employee and employer) resulting in higher net proceeds to Mr. Antokol. Section 14 of the Israeli Severance Pay Law-1963 states that employer contributions for severance pay are in lieu of severance compensation and, upon release of the policy to the employee, no additional obligations shall be conducted between the parties regarding the matter of severance pay and no additional payments will be made by the employer to the employee unless otherwise specified in a written agreement between the employer and the employee. To the extent possible under Israeli law, Mr. Antokol has agreed to waive his rights to any additional severance pay from the Company to which he would be eligible under Israeli law given that the Company’s severance contributions for Mr. Antokol have been based on a salary lower than his actual salary. However, in the event the Company is not fully relieved from its statutory severance pay obligations with respect to Mr. Antokol despite such waiver, the Company could be obligated to pay additional Statutory severance pay to Mr. Antokol in connection with a termination for any reason other than for cause. Statutory severance pay in Israel is set at one month pay for every year of service or portion thereof, based on the employee’s latest salary. A description of these arrangements is set forth under “—Employment Agreements” below, and information on the estimated payments and benefits that our named executive officers would have been eligible to receive as of December 31, 2025, is set forth in “—Potential Payments Upon Termination or Change in Control” below.

  44. Governance, Tax and Accounting Considerations

    Governance, Tax and Accounting Considerations As a general matter, the Board reviews and considers the various tax and accounting implications of compensation programs we utilize. Ownership Guidelines. In addition to the elements of executive officer compensation described below, we have adopted stock ownership guidelines pursuant to which our executive officers are required to hold a number of shares of our common stock having a market value equal to or greater than a multiple of each executive’s base salary. Each officer must achieve ownership of the required market value of shares within three years of becoming subject to the guidelines. Common stock, common stock beneficially owned by the officer and RSUs count towards the requirement, but shares the officer has a right to acquire through exercising stock options (whether or not vested) are not counted. In addition, unearned performance-based awards (including our PSUs) are not counted as ownership for purposes of measuring compliance with the guidelines. Our stock ownership guidelines are as follows:

  45. Governance, Tax and Accounting Considerations

    As of the date hereof, each of our executive officers are in compliance with the stock ownership guidelines and, other than Mr. Lee who was recently appointed as an executive officer and has until April 2029 to achieve the stock ownership requirements, all of our executive officers have satisfied the stock ownership requirements. Deductibility of Executive Compensation. Section 162(m) of the Code denies a publicly-traded corporation a federal income tax deduction for remuneration in excess of $1 million per year per person paid to executives designated in Section 162(m) of the Code, including, but not limited to, its chief executive officer, chief financial officer, and the next three highly compensated executive officers. However, we believe that maintaining the discretion to provide compensation that is non-deductible allows us to provide compensation tailored to the needs of our company and our named executive officers and is an important part of our responsibilities and benefits our stockholders. Accounting for Share-Based Compensation. We account for share-based payments, including our long-term equity incentive program, in accordance with the requirements of the Financial Accounting Standards Board (“FASB”), Accounting Standards Codification Topic 718. Risk Considerations. In establishing and reviewing our executive compensation program, the Compensation Committee considers whether the program encourages unnecessary or excessive risk-taking and has concluded that it does not. See the section entitled “Corporate Governance–Role of the Board in Risk Oversight” above for an additional discussion of risk considerations. Prohibition on Hedging, Pledging, and Short Sales. We prohibit our directors, officers, employees, and their family members from engaging in transactions using derivative securities, short selling our securities, trading in any puts, calls or covered calls, writing purchase or call options and short sales, or otherwise participating in hedging, “stop loss,” or other speculative transactions involving our securities. In addition, margin purchases of our securities and pledging any of our securities as collateral to secure loans is prohibited. See the section entitled “Corporate Governance–Anti-Hedging and Anti-Pledging Policies” above for an additional discussion of our anti-hedging and anti-pledging policies. Clawback Policy. We have adopted a clawback policy that requires the recovery of certain erroneously paid incentive compensation received by our Section 16 officers on or after October 2, 2023, as required by new SEC rules and Nasdaq Listing Standards implemented pursuant to the Dodd-Frank Act. Under our clawback policy, in the event that we are required to prepare an accounting restatement, we will attempt to recover from our current or former Section 16 officers the pre-tax amount of any erroneously awarded incentive compensation as required by such rules and listing standards. For purposes of the clawback policy, incentive compensation means any compensation that is granted, earned or vested based wholly or in part upon the attainment of any measures determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, as well as stock or share price and total shareholder return. Equity Grant Practices We have not adopted any specific policy regarding the amount or timing of long-term incentive awards to eligible service providers. Grant approval for executive officers generally occurs at regularly scheduled meetings of the Compensation Committee or the Board or by written consent where warranted by the circumstances. The timing of grants is not coordinated with the release of material non-public information, and the Compensation Committee does not take material nonpublic information into account when determining the timing and terms of awards. Grants may be made during the year to newly hired employees or retained service providers as part of the new-hire compensation package, as well as to existing service providers as part of an annual award or for purposes of retention, as part of a special incentive program or in recognition of special achievements or promotions. For all stock option awards granted historically by the company, the exercise price was no less than the closing price of our common stock on the date of the grant. We did not grant any stock options, stock appreciation rights or stock option-like instruments during 2025 to any of our employees, including our named executive officers.

  46. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table contains information about the compensation earned by each of our named executive officers during our most recently completed fiscal year ended December 31, 2025.

  47. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compen-sation ($)(3) | All Other Compen- sation ($) | Total ($)(4) | | Robert Antokol | 2025 | 2,079,448 | — | — | — | 2,284,330 | 1,488,223(5) | 5,852,001 | | Chief Executive Officer | 2024 | 19,547 | 13,652,913 | 38,179,397 | — | 30,675,945 | 1,613,772 | 84,141,574 | | | 2023 | 17,146 | 13,652,913 | — | — | 34,131,660 | 1,187,727 | 48,989,446 | | Craig Abrahams | 2025 | 1,150,000 | — | — | — | 1,326,757 | 7,100(6) | 2,483,857 | | President and Chief Financial Officer | 2024 | 350,000 | 2,123,786 | 10,022,478 | — | 7,035,062 | 6,399 | 19,537,725 | | | 2023 | 350,000 | 2,123,786 | — | — | 8,090,018 | 7,077 | 10,570,881 | | Michael Cohen | 2025 | 875,000 | — | — | — | 1,009,489 | 7,148(6) | 1,891,637 | | Chief Legal Officer and Corporate Secretary | 2024 | 385,000 | 1,061,893 | 6,264,048 | — | 3,603,578 | 6,439 | 11,320,958 | | | 2023 | 385,000 | 1,061,893 | — | — | 4,160,517 | 7,113 | 5,614,523 | | Nir Korczak | 2025 | 525,113 | — | — | — | 576,851 | 93,588(7) | 1,195,552 | | Chief Marketing Officer and Executive General Manager | 2024 | 244,062 | 606,796 | 6,107,446 | — | 2,830,998 | 50,459 | 9,839,761 | | Uri Rubin(8) | 2025 | 464,915 | — | 855,958 | — | 593,096 | 83,630(9) | 1,997,599 | | Chief Technology Officer | | | | | | | | |

  48. 2025 Summary Compensation Table

    __________ (1) Amounts in this column reflect payouts pursuant to the named executive officer’s Retention Units under the 2021-2024 Retention Plan (which amounts were calculated and paid in U.S. Dollars for all named executive officers). (2) Amounts reflect the full grant-date fair value of PSUs and RSUs granted during the applicable year calculated in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”), rather than the amounts paid to or realized by the named executive officer. The grant date fair value of the 2024 TSR PSUs was estimated using the Monte Carlo pricing model. The grant date fair value of the 2024 Adjusted EBITDA PSUs, the 2024 Annual Revenue Growth Rate PSUs, and the 2025 Annual Revenue Growth Rate PSUs was estimated using the value of the Company’s common stock on the date of grant, reduced by the present value of dividends expected to be paid on its shares of common stock prior to vesting. We provide information regarding the assumptions used to calculate the value of all PSUs and RSUs made to the named executive officers in Note 14 to our financial statements included in our Annual Report on Form 10-K for the year ending December 31, 2025, filed with the SEC on February 26, 2026. With respect to the 2024 Adjusted EBITDA PSUs, the 2024 Annual Revenue Growth Rate PSUs and the 2024 TSR PSUs, the number of PSUs that are eligible to vest will be determined based on the Company’s Adjusted EBITDA, annual revenue growth rate, and TSR over the one-year annual performance periods ending December 31, 2025, 2026 and 2027. The highest level of performance that may be achieved for the PSUs is 100% of the number of PSUs awarded. The grant date fair values for the PSUs granted to Messrs. Antokol, Abrahams, Cohen and Korczak during 2024 (assuming performance at the maximum level) were as follows:

  49. 2025 Summary Compensation Table

    | Name | 2024 Annual Revenue Growth Rate PSUs ($) | 2024 Adjusted EBITDA PSUs ($) | 2024 TSR PSUs ($) | | Robert Antokol | 7,612,774 | 7,612,774 | 8,015,124 | | Craig Abrahams | 1,998,428 | 1,998,428 | 2,104,052 | | Michael Cohen | 1,249,017 | 1,249,017 | 1,315,033 | | Nir Korczak | 1,217,791 | 1,217,791 | 1,282,157 |

  50. 2025 Summary Compensation Table

    With respect to the 2025 Annual Revenue Growth Rate PSUs granted to Mr. Rubin in 2025, the number of PSUs that are eligible to vest will be determined based on the Company’s annual revenue growth rate over the one-year annual performance periods ending December 31, 2026, 2027 and 2028. The highest level of performance that may be achieved for the PSUs is 100% of the number of PSUs awarded. The grant date fair value for the PSUs granted Mr. Rubin during 2025 (assuming performance at the maximum level) was $437,708. (3) For 2025, amounts reflect annual bonus payouts pursuant to our annual bonus plan. For 2024, amounts reflect payouts pursuant to the named executive officer’s Appreciation Units under the Retention Plan for 2024 (which amounts are calculated and paid in U.S. Dollars for all named executive officers). Those payouts for 2024 are as follows: Mr. Antokol, $27,664,290; Mr. Abrahams, $5,314,117; Mr. Cohen, $2,657,059; and Mr. Korczak, $2,409,367. For 2024, amounts also include annual bonus payouts in the following amounts: Mr. Antokol, $3,011,654; Mr. Abrahams, $1,720,945; Mr. Cohen, $946,520; and Mr. Korczak, $421,632. For 2023, amounts reflect payouts pursuant to the named executive officer’s Appreciation Units under the Retention Plan for 2023 (which amounts are calculated and paid in U.S. Dollars for all named executive officers). Those payouts for 2023 are as follows: Mr. Antokol, $30,088,897; Mr. Abrahams, $5,779,867; and Mr. Cohen, $2,889,934. For 2023, amounts also include annual bonus payouts in the following amounts: Mr. Antokol, $4,042,763; Mr. Abrahams, $2,310,151; and Mr. Cohen, $1,270,583. (4) Unless otherwise noted in the footnotes above, the compensation for our named executive officers other than Messrs. Abrahams and Cohen was paid in NIS and have been converted to U.S. Dollars using the average exchange rate for the applicable year based on the applicable payment dates of such compensation as follows: 2025, (NIS 3.43 : USD $1); 2024, (NIS 3.69 : USD $1); and 2023, (NIS 3.69 : USD $1). (5) For 2025, amount reflects (A) costs incurred by the Company for security services of $1,119,000, (B) incremental costs to the Company for the personal use of an aircraft in the amount of $329,000, which amounts were calculated and paid in U.S. Dollars based on the incremental cost per flight hour of Mr. Antokol’s use of the aircraft, (C) tax gross-ups related to Company-paid benefits and business expenses of $4,986, (D) Company contribution to the executive’s severance fund under Section 14 of the Israeli Severance Pay Law-1963 of $8,748, (E) Israeli pension fund contributions of $6,651, and (F) $19,838 that consists of a vehicle allowance, food allowances, holiday-related gifts, long-term disability insurance, gym memberships, contributions by the company to an Israeli educational fund, and contributions by the Company for convalescence pay. We determine the incremental cost of the personal use of our corporate aircraft based on the variable operating costs, which includes actual aircraft fuel expense, crew travel expenses, hangar and parking fees and expenses, average hourly aircraft maintenance expense and other actual incremental costs. Because our aircraft is used primarily for business travel, this methodology excludes fixed costs that do not change based on usage, such as the salaries of pilots and crew, purchase or lease costs of aircraft, and costs of maintenance and upkeep. (6) For Messrs. Abrahams and Cohen for 2025, amounts reflect 401(k) employer matching contribution of $6,621 and contributions by the Company to life insurance policies. Neither Mr. Abrahams nor Mr. Cohen received perquisites with a value that exceeded $10,000, in the aggregate, in 2025. (7) For 2025, amount reflects (A) Company contribution to the executive’s severance fund under Section 14 of the Israeli Severance Pay Law-1963 of $43,742, (B) Israeli pension fund contributions of $30,879, (C) tax gross-ups related to Company-paid benefits and business expenses of $3,282, and (D) $15,685 that consists of transportation allowances, food allowances, holiday-related gifts, long-term disability insurance, gym memberships, contributions by the company to an Israeli educational fund, and contributions by the Company for convalescence pay. (8) Mr. Rubin was not a named executive officer in 2024 or 2023. (9) For 2025, amount reflects (A) Company contribution to the executive’s severance fund under Section 14 of the Israeli Severance Pay Law-1963 of $38,727, (B) Israeli pension fund contributions of $30,015, (C) tax gross-ups related to Company-paid benefits and business expenses of $3,254, and (D) $11,634 that consists of transportation allowances, food allowances, holiday-related gifts, long-term disability insurance, gym memberships, contributions by the company to an Israeli educational fund, and contributions by the Company for convalescence pay.

  51. Grants of Plan-Based Awards in the Fiscal Year Ended December 31, 2025

    Grants of Plan-Based Awards in the Fiscal Year Ended December 31, 2025 The following table sets forth certain information with respect to grants of awards to the named executive officers under the Company’s non-equity and equity incentive plans during fiscal year 2025.

  52. Grants of Plan-Based Awards in the Fiscal Year Ended December 31, 2025

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Robert Antokol | 12/17/2024(1) | 990,000 | 1,980,000 | 3,960,000 | — | — | — | — | — | | Craig Abrahams | 12/17/2024(1) | 575,000 | 1,150,000 | 2,300,000 | — | — | — | — | — | | Michael Cohen | 12/17/2024(1) | 437,500 | 875,000 | 1,750,000 | — | — | — | — | — | | Nir Korczak | 12/17/2024(1) | 250,000 | 500,000 | 1,000,000 | — | — | — | — | — | | Uri Rubin | 5/7/2025(1) | 221,875 | 443,750 | 887,500 | — | — | — | — | — | | | 11/12/2025(2) | — | — | — | — | — | — | 125,000 | 418,250 | | | 11/12/2025(3) | — | — | — | — | 125,000 | — | — | 437,708 |

  53. Grants of Plan-Based Awards in the Fiscal Year Ended December 31, 2025

    __________ (1) The amounts shown represent the threshold, target and maximum amounts that could have been paid to the named executive officers under the 2025 annual bonus plan. The annual bonus payouts were determined based on the results of Adjusted EBITDA for the 2025 calendar year. For additional information on the 2025 annual bonuses, see “Compensation Discussion and Analysis—Annual Bonus Plan” above. (2) The amounts shown represent the RSUs granted to Mr. Rubin in 2025. For additional information on the RSUs granted to Mr. Rubin during 2025, see “Compensation Discussion and Analysis—Equity Compensation—2025 Restricted Stock Unit Awards” above. (3) The amounts shown represent the 2025 Annual Growth Rate PSUs granted to Mr. Rubin in 2025 and the target number of 2025 PSUs pursuant to such award. The number of 2025 PSUs that are eligible to vest will be determined based on the Company’s annual revenue growth rate over the one-year annual performance periods ending December 31, 2026, 2027 and 2028. The highest level of performance that may be achieved for the PSUs is 100% of the number of PSUs awarded. For additional information on the 2025 PSUs granted to Mr. Rubin during 2025, see “Compensation Discussion and Analysis—Equity Compensation—2025 Performance Stock Unit Awards” above. (4) Amounts reflect the full grant-date fair value of RSUs granted in 2025, each calculated in accordance with ASC 718 rather than the amounts paid to or realized by the named executive officer. We provide information regarding the assumptions used to calculate the value of all RSUs made to the named executive officers in Note 14 to our financial statements included in our Annual Report on Form 10-K for the year ending December 31, 2025, filed with the SEC on February 26, 2026.

  54. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information relating to the outstanding equity awards held by our named executive officers at December 31, 2025. Stock awards were granted pursuant to our 2020 Plan.

  55. Outstanding Equity Awards at Fiscal Year-End

    | | | Stock Awards | | | | | | | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Name | Grant Date | | | | | | Robert Antokol | 2/7/2022 | 202,703(2) | 800,677 | — | — | | | 12/18/2024 | — | — | 1,593,464(3) | 6,294,183 | | | 12/18/2024 | 398,366(4) | 1,573,546 | 796,732(5) | 3,147,091 | | | 12/18/2024 | 398,366(6) | 1,573,546 | 796,732(7) | 3,147,091 | | | 12/18/2024 | 1,593,464(8) | 6,294,183 | — | — | | Craig Abrahams | 2/7/2022 | 94,595(2) | 373,650 | — | — | | | 12/18/2024 | — | — | 418,301(3) | 1,652,289 | | | 12/18/2024 | 104,575(4) | 413,071 | 209,150(5) | 826,143 | | | 12/18/2024 | 104,575(6) | 413,071 | 209,150(7) | 826,143 | | | 12/18/2024 | 418,301(8) | 1,652,289 | — | — | | Michael Cohen | 2/7/2022 | 50,676(2) | 200,170 | — | — | | | 12/18/2024 | — | — | 261,438(3) | 1,032,680 | | | 12/18/2024 | 65,359(4) | 258,168 | 130,719(5) | 516,340 | | | 12/18/2024 | 65,359(6) | 258,168 | 130,719(7) | 516,340 | | | 12/18/2024 | 261,438(8) | 1,032,680 | — | — | | Nir Korczak | 2/7/2022 | 37,163(2) | 146,794 | — | — | | | 12/18/2024 | — | — | 254,902(3) | 1,006,863 | | | 12/18/2024 | 63,725(4) | 251,714 | 127,451(5) | 503,431 | | | 12/18/2024 | 63,725(6) | 251,714 | 127,451(7) | 503,431 | | | 12/18/2024 | 254,902(8) | 1,006,863 | — | — | | Uri Rubin | 2/7/2022 | 715(9) | 2,824 | — | — | | | 12/20/2023 | 203,703(10) | 804,627 | — | — | | | 12/18/2024 | — | — | 104,576(3) | 413,075 | | | 12/18/2024 | 26,143(4) | 103,265 | 52,288(5) | 206,538 | | | 12/18/2024 | 26,143(6) | 103,265 | 52,288(7) | 206,538 | | | 12/18/2024 | 104,576(8) | 413,075 | — | — | | | 11/12/2025 | — | — | 125,000(11) | 493,750 | | | 11/12/2025 | 125,000(12) | 493,750 | — | — |

  56. Outstanding Equity Awards at Fiscal Year-End

    __________ (1) The market value of RSUs and PSUs that have not vested is calculated by multiplying the number of unvested units outstanding under the award by $3.95, which was the closing share price of our common stock as of December 31, 2025, the last trading day of 2025. (2) Represents the PSUs that vested in February 2026. The fourth annual performance period for the 2022 PSUs concluded on December 31, 2025. In February 2026, the Compensation Committee determined the Company’s annual revenue growth rate during 2025, which resulted in a revenue growth achievement percentage of 100%. As a result, these PSUs were eligible to vest with respect to the 2025 performance, subject to the named executive officers’ continued employment through the determination date in February 2026. (3) Represents PSUs that remain eligible to vest based on the Company’s total shareholder return over the one-year annual performance periods ending December 31, 2026 and 2027. The number of PSUs in which a named executive officer remains eligible to vest is reported in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” column assuming performance at 100%. (4) Represents the PSUs that vested in February 2026. The first annual performance period for the 2024 Annual Revenue Growth Rate PSUs concluded on December 31, 2025. In February 2026, the Compensation Committee determined the Company’s annual revenue growth rate during 2025, which resulted in a revenue growth achievement percentage of 100%. As a result, these PSUs were eligible to vest with respect to the 2025 performance, subject to the named executive officers’ continued employment through the determination date in February 2026. (5) Represents PSUs that remain eligible to vest based on the Company’s annual revenue growth rate over the one-year annual performance periods ending December 31, 2026 and 2027. The number of PSUs in which a named executive officer remains eligible to vest is reported in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” column assuming performance at 100%. (6) Represents the PSUs that vested in February 2026. The first annual performance period for the 2024 Adjusted EBITDA PSUs concluded on December 31, 2025. In February 2026, the Compensation Committee determined the Company’s Adjusted EBITDA for 2025, which resulted in an Adjusted EBITDA achievement percentage of 100%. As a result, these PSUs were eligible to vest with respect to the 2025 performance, subject to the named executive officers’ continued employment through the determination date in February 2026. (7) Represents PSUs that remain eligible to vest based on the Company’s Adjusted EBITDA over the one-year annual performance periods ending December 31, 2026 and 2027. The number of PSUs in which a named executive officer remains eligible to vest is reported in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” column assuming performance at 100%. (8) The RSUs will vest quarterly in substantially equal installments over the three-year period commencing on December 18, 2024, subject to the participant’s continued service on the applicable vesting date. (9) The RSUs will vest over the four-year period commencing on February 2, 2022, subject to the participant’s continued service on the applicable vesting date. One quarter of the total award will vest on the first anniversary of the grant date and the remaining amount will vest quarterly in equal installments over the remaining three years. (10) The RSUs will vest over the five-year period commencing on December 20, 2023, subject to the participant’s continued service on the applicable vesting date. 12.5% of the total award vested on June 30, 2025, and the remaining amount will vest quarterly in equal installments over the remaining three and one half years. (11) Represents PSUs that remain eligible to vest based on the Company’s annual revenue growth rate over the one-year annual performance periods ending December 31, 2026, 2027 and 2028. The number of PSUs in which Mr. Rubin remains eligible to vest is reported in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” column assuming performance at 100%. (12) The RSUs will vest over the three-year period commencing on November 12, 2025, subject to the participant’s continued service on the applicable vesting date. One-third of the total award will vest on the first anniversary of the grant date and the remaining amount will vest quarterly in equal installments over the remaining two years.

  57. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table shows the number of shares of common stock subject to RSUs and PSUs that vested during 2025. None of our named executive officers exercised any stock options during 2025.

  58. Option Exercises and Stock Vested in 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Robert Antokol | 796,757 | 3,376,337 | | Craig Abrahams | 337,150 | 1,428,673 | | Michael Cohen | 232,053 | 983,324 | | Nir Korczak | 189,344 | 826,085 | | Uri Rubin | 131,034 | 556,067 |

  59. Option Exercises and Stock Vested in 2025

    __________ (1) The value realized on the vesting of stock awards is based on the closing price of our common stock on the applicable vesting date of the awards.

  60. Pension and Non-Qualified Deferred Compensation

    Pension and Non-Qualified Deferred Compensation None of our named executive officers participated in any pension or non-qualified deferred compensation plans during 2025.

  61. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below quantifies certain compensation and benefits that would have become payable to each of our named executive officers if his or her employment had terminated on December 31, 2025, as a result of each of the termination scenarios described below, or in the event of a change in control of the company on December 31, 2025. The severance funds provided to our Israel-based named executive officers under the third-party severance funds to which the company contributes under applicable law, as described above under “Employment Agreements,” are not included in the table below as those benefits are provided on a non-discriminatory basis to all Israel-based employees. The values for RSU and PSU award acceleration in the table below assume a fair market value per share of $3.95, which is the closing price of our common stock on December 31, 2025.

  62. Potential Payments Upon Termination or Change in Control

    | Named Executive Officer | Termination Scenario | Cash Severance ($)(1) | PSU Acceleration ($)(2) | Total ($) | | Robert Antokol | Termination without Cause or Resignation for Good Reason apart from Change in Control | 1,039,724 | 3,947,768 | 4,987,492 | | | Termination without Cause or Resignation for Good Reason with Change in Control | — | 16,536,134 | 16,536,134 | | Craig Abrahams | Termination without Cause or Resignation for Good Reason apart from Change in Control | — | 1,199,793 | 1,199,793 | | | Termination without Cause or Resignation for Good Reason with Change in Control | — | 4,504,367 | 4,504,367 | | Michael Cohen | Termination without Cause or Resignation for Good Reason apart from Change in Control | — | 716,506 | 716,506 | | | Termination without Cause or Resignation for Good Reason with Change in Control | | 2,781,867 | 2,781,867 | | Nir Korczak | Termination without Cause or Resignation for Good Reason apart from Change in Control | — | 650,221 | 650,221 | | | Termination without Cause or Resignation for Good Reason with Change in Control | — | 2,663,947 | 2,663,947 | | Uri Rubin | Termination without Cause or Resignation for Good Reason apart from Change in Control | — | 206,530 | 206,530 | | | Termination without Cause or Resignation for Good Reason with Change in Control | — | 1,526,430 | 1,526,430 |

  63. Potential Payments Upon Termination or Change in Control

    (1) Represents six months base salary for Mr. Antokol payable upon our termination of his employment other than for cause or his resignation for good reason under his employment agreement, payable in a lump sum. The amount reflected in this column is based on Mr. Antokol’s base salary for 2025 as reflected in the Summary Compensation Table. (2) Represents the aggregate value of the accelerated vesting of the PSU awards granted to our named executive officers, calculated by multiplying the fair market value of our common stock by the number of PSUs, the vesting of which accelerates in connection with the applicable triggering event. For a description of the accelerated vesting terms applicable to the PSUs, see “Compensation Discussion and Analysis-Equity Compensation-Accelerated Vesting of Performance Stock Units” above. For purposes of the “Termination without Cause or Resignation for Good Reason” column in the table above, we have reflected the value of the number of PSUs that vested with respect to 2025 performance, as determined by our Compensation Committee in February 2026, without proration. For purposes of the “Change in Control” column in the table above, we have assumed that a Qualifying Termination occurred concurrently with the change in control and the value included in the table above reflects the number of PSUs that vested with respect to 2025 performance, as determined by our Compensation Committee in February 2026, and the remaining unvested PSUs eligible to vest based on performance during later years under the terms of the PSUs at “target” levels.

  64. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship of the annual total compensation of our median compensated employee (“Median Compensated Employee”) to the annual total compensation of Robert Antokol, our CEO. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with the requirements of Item 402(u) of Regulation S-K. For 2025, our last completed fiscal year: •the annual total compensation of our Median Compensated Employee, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, was $90,563; and •the annual total compensation of our CEO, as reported in the Summary Compensation Table included above, was $5,852,001. Based on this information, for 2025, our CEO’s annual total compensation was approximately 65 times that of the median of the annual total compensation of all of our employees (other than the CEO). In identifying our Median Compensated Employee for our fiscal 2025 CEO pay ratio, we used “base salary” compensation, which was consistently applied to all of our employees included in the calculation. “Base salary” compensation consists of base salary as reported in our payroll data through December 31, 2025. “Base salary” compensation of our employees outside the U.S. were converted to U.S. dollars by taking the aggregate salary for a month in the local currency and converting that amount to U.S. dollars using the average exchange rate for such month for the applicable currency as published at https://x-rates.com and aggregating such converted amounts for all twelve months in fiscal 2025. In identifying our Median Compensated Employee, we annualized base salary for all full-time and part-time employees who did not work the full 2025 fiscal year. Base salary for temporary employees was not annualized. To identify our Median Compensated Employee for fiscal 2025, we used our global employee population effective on December 31, 2025. As of this date, our employee population was approximately 3,300 employees. This total includes all full-time, part-time and temporary employees with no exclusions.

  65. Pay Versus Performance

    Pay Versus Performance

  66. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025, and our financial performance for each such fiscal year:

  67. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(2) | Net Income (in millions) ($) | Adjusted EBITDA (3) (in millions) ($) | | 2025 | 5,852,001 | (10,854,384) | 1,892,161 | (1,320,146) | 17 | 158 | (206.4) | 753.2 | | 2024 | 84,141,574 | 77,437,778 | 12,441,082 | 11,221,805 | 27 | 142 | 162.2 | 757.7 | | 2023 | 48,989,446 | 49,062,102 | 8,916,411 | 8,938,988 | 32 | 117 | 235.0 | 832.2 | | 2022 | 57,264,194 | 12,921,146 | 13,435,858 | 8,510,658 | 32 | 81 | 275.3 | 805.1 | | 2021 | 63,123,469 | 12,303,805 | 9,212,036 | 5,056,043 | 64 | 120 | 308.5 | 848.7 |

  68. Pay Versus Performance Table

    __________ (1) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining named executive officers for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  69. Pay Versus Performance Table

    | Year | PEO | Non-PEO NEOs | | 2025 | Robert Antokol | Craig Abrahams, Michael Cohen, Nir Korczak and Uri Rubin | | 2024 | Robert Antokol | Craig Abrahams, Michael Cohen, Nir Korczak and Ariel Sandler | | 2023 | Robert Antokol | Craig Abrahams, Ofer Kinberg, Shlomi Aizenberg and Michael Cohen | | 2022 | Robert Antokol | Craig Abrahams, Ofer Kinberg, Shlomi Aizenberg and Michael Cohen | | 2021 | Robert Antokol | Craig Abrahams, Ofer Kinberg, Shlomi Aizenberg and Michael Cohen |

  70. Pay Versus Performance Table

    Compensation actually paid to our named executive officers represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  71. Pay Versus Performance Table

    | | Calculation for PEO | Calculation for Average of Non-PEO NEOs | | | 2025 | 2025 | | | ($) | ($) | | Summary Compensation Table Total | 5,852,001 | 1,892,161 | | Less Stock and Option Award Values Reported in Summary Compensation Table for the Applicable Fiscal Year | — | (213,990) | | Plus Fair Value for Awards Granted in the Applicable Fiscal Year | — | 246,875 | | Change in Fair Value of Outstanding Unvested Awards from Prior Years | (13,999,147) | (2,472,823) | | Change in Fair Value of Awards from Prior Years that Vested in the Applicable Fiscal Year | (1,300,653) | (455,891) | | Less Fair Value of Awards Forfeited during the Covered Year | (1,406,585) | (316,478) | | Plus Fair Value of Incremental Dividends of Earnings paid on Stock Awards | — | — | | Compensation Actually Paid | (10,854,384) | (1,320,146) |

  72. Pay Versus Performance Table

    Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for stock options, a Black-Scholes value as of the applicable year end or vesting dates, determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price, an expected life set equal to the midpoint of the applicable revaluation date and the ten year contractual life of the option, volatility and risk free rates determined as of the revaluation date, and an expected dividend yield based on our dividend yield methodology used for valuing stock options generally; (ii) for 2022 PSUs and RSUs granted prior to 2024, a value as of the applicable year-end is determined based on the close price for our stock on the last business day of the calendar year; (iii) for 2024 Adjusted EBITDA PSUs, 2024 and 2025 Annual Revenue Growth Rate PSUs and RSUs granted in 2024 and 2025, a fair value as of December 31, 2024 using the value of its common stock on the date of grant, reduced by the present value of dividends expected to be paid on its shares of common stock prior to vesting, and a fair value as of December 31, 2025 based on the close price for our stock on the last business day 2025; and (iv) for 2024 TSR PSUs, a Monte Carlo value as of December 31, 2024 and 2025. For additional information about the assumptions used to value our stock and option awards, please see Note 14 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026, and our Annual Report on Form 10-K for prior years. (2) For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the RDG Technology Composite Index (the “Peer Group”), which is the industry/line-of-business index included in the Stock Performance Graph contained in our Annual Report provided to stockholders for the year ended December 31, 2025. (3) “Adjusted EBITDA,” as used herein, is a non-GAAP financial measure which is defined and calculated in a manner consistent with the Company’s credit agreement. Based on the Company’s current credit agreements, Adjusted EBITDA is defined as net income before (1) interest expense, (2) interest income, (3) provision for income taxes, (4) depreciation and amortization expense, (5) stock-based compensation, (6) impairment charges, (7) contingent consideration, (8) acquisition and related expenses, and (9) certain other items. For a reconciliation of Adjusted EBITDA to net income, please see Appendix A.

  73. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  74. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our named executive officers for the fiscal year ended December 31, 2025: •Adjusted EBITDA; •Revenue; and •Total Shareholder Return. For additional details regarding our most important financial performance measures, see “Compensation Discussion and Analysis—Annual Bonus Plan.”