UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

Under the Securities Exchange Act of 1934

For the month of August 2025

Commission File Number 001-40772

Cellebrite DI Ltd.

(Translationof registrant’s name into English)

94 Shlomo Shmelzer Road

Petah Tikva 4970602, Israel

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annualreports under cover Form 20-F or Form 40-F.

Form 20-F ☒Form 40-F ☐

EXPLANATORY NOTE

On August 14, 2025,Cellebrite DI Ltd. (the “Registrant” or “Cellebrite”) issued a press release titled “Cellebrite AnnouncesSecond-Quarter 2025 Results; Thomas E. Hogan Named CEO.” A copy of this press release is furnished as Exhibit 99.1 herewith.

The GAAP financial statements tables contained in the press releaseattached to this report on Form 6-K are incorporated by reference into the Registrant’s registration statements on Form S-8 (FileNos. 333-260878 and 333-278130)filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 8, 2021 and March 21, 2024, respectively, andForm F-3 (File No. 333-259826)filed with the SEC on September 13, 2022.

EXHIBIT INDEX

Exhibit		Description
99.1		Press release titled “Cellebrite Announces Second-Quarter 2025 Results; Thomas E. Hogan Named CEO” (furnished herewith).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Cellebrite DI Ltd.

August 14, 2025	By:	/s/ David Barter
		David Barter
		Chief Financial Officer

Exhibit 99.1

Cellebrite Announces Second-Quarter 2025 Results

ThomasE. Hogan Named CEO

ARR grew 21% to $418.9 million; Revenuegrew 18% to $113.3 million

Net incomeof $19.5 million supports non-GAAP net income of $30.8 million and
adjusted EBITDA of $27.9 million, 24.6%adjusted EBITDA margin

TYSONS CORNER, VA and PETAH TIKVA, ISRAEL, August 14, 2025 –Cellebrite (NASDAQ: CLBT), a global leader in premier Digital Investigative solutions for the public and private sectors, today announcedfinancial results for the three and six months ending June 30, 2025 and the appointment of Thomas E. Hogan as the Company’s CEO.

“Cellebrite delivered a strong balance of top-line growth, profitabilityand cash flow,” stated Thomas E. Hogan, Cellebrite’s CEO. “The Company converted 18% revenue growth into a 29% increasein adjusted EBITDA while free cash flow grew 133% to $29.0 million, or 26% on an FCF margin basis.”

Hogan said, “We continued to make important strategic progress on multiple fronts. As shared over the past 90 days, we have announcedour agreement to acquire Corellium, the market leader in Arm-based virtualization. This acquisition is still pending regulatory approvaland our forward guidance has yet to contemplate the contributions from Corellium, which we believe will positively impact growth acrossboth the private and public sector segments. We also made significant progress in our FedRAMP journey with the recently announced sponsorshipof the US Department of Justice. This critical sponsorship sets the stage for Authorization to Operate (ATO) and unlocks the 2026 deploymentof Cellebrite’s cloud-delivered assets across the US Federal government and their mission-driven pursuit of public safety.”

Hogan continued, “Just as notable, we have concluded two significant leadership appointments. First, after an illustrious 11-yeartenure as CFO, Dana Gerner has elected to retire. She has been succeeded by David Barter as Cellebrite’s new chief financial officer.David brings a rich history and track record of SaaS-based, public company software growth. David has partnered closely with Dana sincejoining to effect a smooth transition.”

Commenting on the appointment of Hogan as CEO, Adam H. Clammer, chairman of Cellebrite’s board of directors, stated, “Evenas we cast a wide net to surface a number of exceptional candidates who vied for the CEO role, Tom had long been our preferred choiceto serve as CEO. His vast technology leadership experience, intense focus on strategy and intimacy with Cellebrite’s executive team,workforce and customers gained over the past two years are enormous assets. The Board was unanimous in its conviction that Tom is theright individual to lead Cellebrite, providing valuable continuity for Cellebrite’s people, shareholders and customers. I have confidencethe strategic initiatives already underway and those that will be communicated over the coming quarters will elevate the Company’svalue with customers and lead to a stronger Cellebrite.”

“There is no company better positioned to radically change thefuture of public safety than Cellebrite,” concluded Hogan. “We have a clear and compelling vision as we double-down onour mission, and advance innovation across law enforcement, defense, intelligence, and the private sector. I feel proud and privilegedto join forces every day with our employees, and our customers, who are the brave men and women that risk their lives every day to makeour lives better and safer. There is much work to do to combat bad actors, but I am confident that the 1,200+ Cellebriters are upto this challenge.”

Second-Quarter 2025 Financial Highlights

●

Revenue of $113.3 million, up 18% year-over-year

●

Subscription revenue was $103.0 million, up 21% year-over-year

●

Annual Recurring Revenue (ARR) of $418.9 million, up 21% year-over-year

●

Recurring revenue dollar-based net retention rate of 120%

●

GAAP gross profit and gross margin of $95.6 million and 84.4%, respectively; Non-GAAP gross profit and gross profit margin of $96.4million and 85.1%, respectively

●

GAAP net income of $19.5 million; Non-GAAP net income of $30.8 million

●

GAAP diluted earnings per share of $0.08; Non-GAAP diluted earnings per share of $0.12

●

Adjusted EBITDA and adjusted EBITDA margin of $27.9 million and 24.6%, respectively

CEO Appointment

Cellebrite also announced today that Thomas E. Hogan has been appointedchief executive officer, effective immediately. Hogan had served as Cellebrite’s interim CEO since January 2025, a role that waspreceded by his service as the Company’s executive chairman since August 2023. He will continue to serve on Cellebrite’s Boardof Directors with Adam H. Clammer remaining in his role as Chairman of the Board.

Hogan is a proven technology and software executive with a remarkable40+ year track record of generating exceptional shareholder returns that reflect his role in scaling global businesses, deepening customerrelationships, driving innovation, acquiring and integrating growth-oriented businesses, attracting and retaining talent and managingthrough a wide range of market conditions. Hogan’s operating experience includes over a decade as both a private and publicly heldsoftware CEO as well as senior executive posts ranging from late stage private to mega-cap public companies.

Second-Quarter 2025 and Recent Business &Operational Highlights

Leadership

●

On July 7, 2025, David Barter, a proven finance executive with extensive public company CFO experience in technology and software,joined Cellebrite as CFO. Reporting to CEO Thomas Hogan, Barter is responsible for the Company’s financial operations, corporatedevelopment, investor relations and operations.

Strategy

●

On June 5, 2025, Cellebrite announced its agreement to acquire Corellium, a leader in Arm-based virtualization software. This combinationwill set a new standard for digital investigations and the security of smart devices including iOS, Android, automotive systems and anyArm-based IoT device. The acquisition of Corellium is expected to bring highly differentiated innovative technology that will broadenCellebrite’s TAM in both the public and private sectors. Cellebrite intends to acquire Corellium for an enterprise value of $170million in cash with $20 million converted to equity at closing. Corellium securityholders may receive up to an additional $30 millionin cash based on the achievement of certain performance milestones over the next two years. The deal remains subject to approval of theCommittee on Foreign Investment in the United States and other customary closing conditions.

Innovation

●

On July 23, 2025, Cellebrite announced that the U.S. Department of Justice (DOJ) will serve as the official sponsoring agency forthe platform’s pursuit of a FedRAMP High authorization. DOJ’s sponsorship is the critical step required for Cellebrite GovernmentCloud to advance from its current FedRAMP High Ready designation to “In Process” status. This marks a major milestone thatsignificantly accelerates Cellebrite’s compliance journey toward a full Authorization to Operate.

●

On June 24, 2025, Cellebrite announced the expansion of its relationship with the National Center for Missing and Exploited Children(NCMEC) that will help speed up investigations involving crimes against children. Cellebrite integrated NCMEC’s CyberTipline hashvalue list within its flagship digital forensics software, Cellebrite Inseyets, allowing public safety agencies to immediately pinpointknown child sexual abuse material (CSAM) files – speeding up time to evidence and justice for victims and survivors of abuse.

Supplemental financial information can be foundon the Investor Relations section of our website at https://investors.cellebrite.com/financial-information/quarterly-results.

Financial Outlook

David Barter, Cellebrite’s CFO, stated, “Cellebrite’ssecond-quarter 2025 revenue growth reflects increased adoption across our global customer base, highlighted by strength from our U.S.state and local, and Latin America customers. Our second-quarter execution also produced healthy levels of free cash flow. We believethat recent U.S. legislation will ultimately support stronger federal spending on Cellebrite’s solutions. However, until demandconverts to contracted spending, we have made modest adjustments to our full-year 2025 ARR and revenue outlook. We anticipate our strongoperating fundamentals will support another year of robust free cash flow growth and an attractive free cash flow margin.”

The Company’s third-quarter and full-year 2025 expectations areas follows:

	Third-Quarter 2025 Expectations	Full-Year 2025 Expectations
	(as of 8/14/25)	(as of 8/14/25)
ARR	$435 million - $445 million	$460 million - $475 million
Annual Growth	17% - 20%	16% - 20%
Revenue	$121 million - $126 million	$465 million - $475 million
Annual Growth	13% - 18%	16% - 18%
Adjusted EBITDA	$31 million - $34 million	$118 million - $123 million
Adjusted EBITDA margin	26% - 27%	25% - 26%

Conference Call Information

Cellebrite will host a live conference call and webcast later thismorning to review the Company’s financial results for the second-quarter 2025 and discuss its full-year 2025 outlook. Pertinentdetails include:

Date:		Thursday, August 14, 2025

Time:		8:30 a.m. ET

Call-In Number:		203-518-9783 / 800-267-6316

Conference ID:		CLBTQ225

Event URL:		https://investors.cellebrite.com/events/event-details/cellebrite-q2-2025-financial-results-conference-call-webcast

Webcast URL:		https://edge.media-server.com/mmc/p/8rnat9mu/

In conjunction with the conference call and webcast, historical financialtables and supplemental data will be available on the quarterly results section of Company’s investor relations website at https://investors.cellebrite.com/financial-information/quarterly-results.

Non-GAAP Financial Information and Key PerformanceIndicators

This press release includes non-GAAP financial measures. Cellebritebelieves that the use of non-GAAP cost of revenue, non-GAAP gross profit, non-GAAP operating expenses, non-GAAP operating income, non-GAAPnet income, non-GAAP EPS, Adjusted EBITDA and free cash flow is helpful to investors. These measures, which the Company refers to as itsnon-GAAP financial measures, are not prepared in accordance with GAAP.

The Company believes that the non-GAAP financial measures provide amore meaningful comparison of its operational performance from period to period, and offer investors and management greater visibilityinto the underlying performance of its business. Mainly:

●

Share-based compensation expenses utilize varyingavailable valuation methodologies, subjective assumptions and a variety of equity instruments that can impact a company’s non-cash expenses;

●

Acquired intangible assets are valued at thetime of acquisition and are amortized over an estimated useful life after the acquisition, and acquisition-related expenses are unrelatedto current operations and neither are comparable to the prior period nor predictive of future results;

●

To the extent that the above adjustments havean effect on tax (income) expense, such an effect is excluded in the non-GAAP adjustment to net income;

●

Tax expense, depreciation and amortization expensevary for many reasons that are often unrelated to our underlying performance and make period-to-period comparisons more challenging; and

●

Financial instruments are remeasured accordingto GAAP and vary for many reasons that are often unrelated to the Company’s current operations and affect financial income.

Free cash flow is calculated as net cash provided by or used in operatingactivities less purchases of property and equipment. We believe that free cash flow is a useful indicator of liquidity that provides informationto management and investors about the amount of cash provided by or used in our operations that, after the investments in property andequipment, can be used for strategic initiatives.

Each of our non-GAAP financial measures is an important tool for financialand operational decision making and for evaluating our own operating results over different periods of time. The non-GAAP financial measuresdo not represent our financial performance under U.S. GAAP and should not be considered as alternatives to operating income or net incomeor any other performance measures derived in accordance with GAAP. Non-GAAP measures should not be considered in isolated from, or asan alternative to, financial measures determined in accordance with GAAP. Non-GAAP financial measures may not provide information thatis directly comparable to that provided by other companies in our industry, as other companies in our industry may calculate non-GAAPfinancial results differently, particularly related to non-recurring, unusual items. In addition, there are limitations in using non-GAAPfinancial measures because the non-GAAP financial measures are not prepared in accordance with GAAP, and exclude expenses that may havea material impact on our reported financial results. Further, share-based compensation expense has been, and will continue to be for theforeseeable future, significant recurring expenses in our business and an important part of the compensation provided to our employees.In addition, the amortization of intangible assets is expected recurring expense over the estimated useful life of the underlying intangibleasset and acquisition-related expenses will be incurred to the extent acquisitions are made in the future. Furthermore, foreign exchangerates may fluctuate from one period to another, and the Company does not estimate movements in foreign currencies.

A reconciliation of each of these non-GAAP financialmeasures to their most comparable GAAP measure is set forth in a table included at the end of this press release, which is also availableon our website at https://investors.cellebrite.com.

In regard to forward-looking non-GAAP guidance, we are not able toreconcile the forward-looking Adjusted EBITDA measure to the closest corresponding GAAP measure without unreasonable efforts because weare unable to predict the ultimate outcome of certain significant items including, but not limited to, fair value movements, share-basedpayments for future awards, tax expense, depreciation and amortization expense, and certain financing and tax items.

This press release also includes key performance indicators, includingannual recurring revenue and dollar-based retention rate.

Annual recurring revenue (“ARR”) is defined as the annualizedvalue of active term-based subscription license contracts and maintenance contracts related to perpetual licenses in effect at the endof that period. Subscription license contracts and maintenance contracts for perpetual licenses are annualized by multiplying the revenueof the last month of the period by 12. The annualized value of contracts is a legal and contractual determination made by assessing thecontractual terms with our customers. The annualized value of maintenance contracts is not determined by reference to historical revenue,deferred revenue or any other GAAP financial measure over any period. ARR is not a forecast of future revenues, which can be impactedby contract start and end dates and renewal rates.

Dollar-based net retention rate (“NRR”) is calculated bydividing customer recurring revenue by base revenue. We define base revenue as recurring revenue we recognized from all customers witha valid license at the last quarter of the previous year period, during the four quarters ended one year prior to the date of measurement.We define our customer revenue as the recurring revenue we recognized during the four quarters ended on the date of measurement from thesame customer base included in our measure of base revenue, including recurring revenue resulting from additional sales to those customers.

References to Websites and Social Media Platforms

References to information included on, or accessible through, websitesand social media platforms do not constitute incorporation by reference of the information contained at or available through such websitesor social media platforms, and you should not consider such information to be part of this press release.

Caution Regarding Forward Looking Statements

This document includes “forward-looking statements” withinthe meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forwardlooking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,”“anticipate,” “will,” “appear,” “approximate,” “foresee,” “might,”“possible,” “potential,” “believe,” “could,” “predict,” “should,”“could,” “continue,” “expect,” “estimate,” “may,” “plan,” “outlook,”“future” and “project” and other similar expressions that predict, project or indicate future events or trendsor that are not statements of historical matters. These forward-looking statements include, but are not limited to, projected financial information for the third quarter of 2025 and for fiscal year 2025 and certain statements such as our expectations regardingthe expansion of our business globally, the re-acceleration of growth in 2026 and regarding recent U.S. legislation supporting strongfederal spending our Cellebrite’s products. Such forward-looking statements are based on current expectations that are subject torisks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by suchforward-looking statements. These factors include, but are not limited to: Cellebrite’s ability to keep pace with technologicaladvances and evolving industry standards; Cellebrite’s material dependence on the purchase, acceptance and use of its solutionsby law enforcement and government agencies; real or perceived errors, failures, defects or bugs in Cellebrite’s digital investigationsolutions; Cellebrite’s failure to maintain the productivity of sales and marketing personnel, including relating to hiring, integratingand retaining personnel; intense competition in all of Cellebrite’s markets; the inadvertent or deliberate misuse of Cellebrite’ssolutions; failure to manage its growth effectively; Cellebrite’s ability to introduce new solutions and add-ons; Cellebrite’sdependency on its customers renewing their subscriptions and purchasing new subscriptions; the low volume of business Cellebrite conductsvia e-commerce; risks associated with the use of artificial intelligence; the risk of requiring additional capital to support the growthof its business; risks associated with Cellebrite’s dependency on third parties for supplying components or services and with highercosts or unavailability of materials used to create its hardware product components; lengthy sales cycle for some of Cellebrite’ssolutions; near term declines in new or renewed agreements; risks associated with inability to recruit, train and retain qualified personneland senior management; the security of Cellebrite’s operations and the integrity of its software solutions against cyber-attacks,information technology system breaches or disruptions; risks associated with the negative publicity related to Cellebrite’s businessand use of its products; risks related to Cellebrite’s intellectual property; the regulatory constraints to which Cellebrite issubject; risks associated with Cellebrite’s operations in Israel, including the ongoing Israel-Hamas war, the increased tensionbetween Israel and Iran and its proxies, including the ongoing hostilities between Israel and Hezbollah, and the risk of a greater regionalconflict; risks associated with different corporate governance requirements applicable to Israeli companies and risks associated withbeing a foreign private issuer and an emerging growth company; market volatility in the price of Cellebrite’s shares; changing taxlaws and regulations; risks associated with joint, ventures, partnerships and strategic initiatives; risks associated with Cellebrite’ssignificant international operations, including due to fluctuations in foreign currency exchange rates, rising global inflation and exposureto regions subject to political or economic instability; risks associated with Cellebrite’s failure to comply with anti-corruption,trade compliance, anti-money-laundering and economic sanctions laws and regulations; risks relating to the adequacy of Cellebrite’sexisting systems, processes, policies, procedures, internal controls and personnel for Cellebrite’s current and future operationsand reporting needs; and other factors, risks and uncertainties set forth in the section titled “Risk Factors” in Cellebrite’sannual report on Form 20-F filed with the SEC on March 18, 2025, and in other documents filed by Cellebrite with the U.S. Securities andExchange Commission (“SEC”), which are available free of charge at www.sec.gov. You are cautionednot to place undue reliance upon any forward-looking statements, which speak only as of the date made, in this communication or elsewhere.Cellebrite undertakes no obligation to update its forward-looking statements, whether as a result of new information, future developmentsor otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

About Cellebrite

Cellebrite’s (Nasdaq: CLBT) mission is to enable its global customersto protect and save lives by enhancing digital investigations and intelligence gathering to accelerate justice in communities around theworld. Cellebrite’s AI-powered Digital Investigation Platform enables customers to lawfully access, collect, analyze and share digitalevidence in legally sanctioned investigations while preserving data privacy. Thousands of public safety organizations, intelligence agencies,and businesses rely on Cellebrite’s digital forensic and investigative solutions—available via cloud, on-premises, and hybriddeployments—to close cases faster and safeguard communities. To learn more, visit us at www.cellebrite.com, https://investors.cellebrite.com,and find us on social media @Cellebrite.

Contacts:

Investors Relations

Andrew Kramer

Vice President, Investor Relations

investors@cellebrite.com

+1 973.206.7760

Media

Victor Cooper

Sr. Director of Corporate Communications + Content Operations

Victor.cooper@cellebrite.com

+1 404.804.5910

Cellebrite DI Ltd.

Second-Quarter 2025 ResultsSummary

(U.S Dollars in thousands)

	For the three months ended						For the six months ended
	June 30,						June 30,
	2025			2024			2025			2024

Revenue		113,276			95,714			220,825			185,296
Gross profit		95,599			79,453			185,658			155,771
Gross margin		84.4	%		83.0	%		84.1	%		84.1	%
Operating income		14,417			12,487			26,685			21,734
Operating margin		12.7	%		13.0	%		12.1	%		11.7	%
Net income (loss)		19,476			(23,811	)		36,876			(95,183	)
Cash flow from operating activities		32,583			14,513			53,461			24,554

Non-GAAP Financial Data:
Operating income		26,224			19,806			48,195			35,685
Operating margin		23.2	%		20.7	%		21.8	%		19.3	%
Net income		30,773			22,925			56,952			39,791
Adjusted EBITDA		27,885			21,618			51,561			39,250
Adjusted EBITDA margin		24.6	%		22.6	%		23.3	%		21.2	%

Cellebrite DI Ltd.

Condensed Consolidated Balance Sheets

(U.S.Dollars in thousands)

	June 30,			December 31,
	2025			2024
Assets
Current assets
Cash and cash equivalents	$	179,223		$	191,659
Short-term deposits		146,053			153,746
Marketable securities		146,908			101,818
Trade receivables (net of allowance for credit losses of $574 and $594 as of June 30, 2025 and December 31, 2024, respectively)		93,127			82,358
Prepaid expenses and other current assets		23,489			23,246
Contract acquisition costs		7,772			5,827
Inventories		9,537			8,939
Total current assets		606,109			567,593

Non-current assets
Other non-current assets		6,687			7,682
Marketable securities		85,661			36,601
Deferred tax assets, net		12,586			11,072
Property and equipment, net		19,962			16,995
Intangible assets, net		10,242			11,306
Operating lease right-of-use assets, net		17,464			10,604
Goodwill		28,714			28,714
Total non-current assets		181,316			122,974
Total assets	$	787,425		$	690,567

Liabilities and shareholders’ equity
Current Liabilities
Trade payables	$	10,587		$	11,077
Other accounts payable and accrued expenses		67,969			63,330
Deferred revenues		227,177			216,970
Operating lease liabilities		4,236			4,125
Total current liabilities		309,969			295,502

Long-term liabilities
Other long-term liabilities		6,852			6,954
Deferred revenues		44,096			45,247
Operating lease liabilities		18,095			6,844
Total long-term liabilities		69,043			59,045
Total liabilities		379,012			354,547

Shareholders’ equity
Share capital			*)			*)
Additional paid-in capital		533,847			498,883
Treasury share, NIS 0.00001 par value; 41,776 ordinary shares		(85	)		(85	)
Accumulated other comprehensive income		2,639			2,086
Accumulated deficit		(127,988	)		(164,864	)
Total shareholders’ equity		408,413			336,020
Total liabilities and shareholders’ equity	$	787,425		$	690,567

*)	Less than 1 USD

Cellebrite DI Ltd.

Condensed Consolidated Statements of Income

(U.SDollars in thousands, except share and per share data)

	For the three months ended						For the six months ended
	June 30,						June 30,
	2025			2024			2025			2024

Revenue:
Subscription services	$	80,814		$	65,738		$	157,502		$	127,841
Term-license		22,147			19,630			41,288			36,749
Other non-recurring		3,292			3,486			7,703			7,054
Professional services		7,023			6,860			14,332			13,652
Total revenue		113,276			95,714			220,825			185,296

Cost of revenue:
Subscription services		8,522			6,399			16,954			12,197
Other non-recurring		3,198			4,826			6,499			7,920
Professional services		5,957			5,036			11,714			9,408
Total cost of revenue		17,677			16,261			35,167			29,525

Gross profit	$	95,599		$	79,453		$	185,658		$	155,771

Operating expenses:
Research and development		28,611			23,693			55,888			46,890
Sales and marketing		38,685			32,320			77,453			64,379
General and administrative		13,886			10,953			25,632			22,768
Total operating expenses	$	81,182		$	66,966		$	158,973		$	134,037

Operating income	$	14,417		$	12,487		$	26,685		$	21,734
Financial income (expense), net		6,374			(34,502	)		13,434			(113,078	)
Income (loss) before tax		20,791			(22,015	)		40,119			(91,344	)
Tax expense		1,315			1,796			3,243			3,839
Net income (loss)	$	19,476		$	(23,811	)	$	36,876		$	(95,183	)

Earnings (losses) per share
Basic	$	0.08		$	(0.12	)	$	0.15		$	(0.48	)
Diluted	$	0.08		$	(0.12	)	$	0.15		$	(0.48	)

Weighted average shares outstanding
Basic		240,358,573			198,949,594			238,811,210			197,840,662
Diluted		248,980,462			198,949,594			249,410,357			197,840,662

Other comprehensive income:
Unrealized income (loss) on hedging transactions		2,936			(326	)		2,157			(850	)
Unrealized income (loss) on marketable securities		39			(100	)		103			(320	)
Currency translation adjustments		(1,226	)		187			(1,707	)		1,370
Total other comprehensive income (loss), net of tax		1,749			(239	)		553			200
Total other comprehensive income (loss)	$	21,225		$	(24,050	)	$	37,429		$	(94,983	)

Cellebrite DI Ltd.

Condensed Consolidated Statements of Cash Flow

(U.SDollars in thousands, except share and per share data)

	For the three months ended						For the six months ended
	June 30,						June 30,
	2025			2024			2025			2024

Cash flow from operating activities:
Net income (loss)	$	19,476		$	(23,811	)	$	36,876		$	(95,183	)
Adjustments to reconcile net income to net cash provided by operating activities:
Share-based compensation and RSU’s		8,810			6,555			17,587			12,251
Amortization of premium, discount and accrued interest on marketable securities		(1,202	)		(755	)		(1,725	)		(1,302	)
Depreciation and amortization		2,592			2,576			5,223			5,256
Interest income from short-term deposits		(2,303	)		(2,642	)		(4,683	)		(5,470	)
Deferred tax assets, net		(1,387	)		(942	)		(1,773	)		(1,568	)
Remeasurement of Warrant liability		—			16,806			—			39,393
Remeasurement of Restricted Sponsor Shares liability		—			9,098			—			27,983
Remeasurement of Price Adjustment Shares liability		—			12,676			—			53,043
(Increase) decrease in trade receivables		(10,931	)		(9,237	)		(9,210	)		6,021
Increase (decrease) in deferred revenue		2,310			(1,649	)		3,302			(15,055	)
Decrease (increase) in other non-current assets		210			(1,492	)		995			(883	)
(Increase) decrease in prepaid expenses and other current assets		(2,748	)		785			2,732			2,752
Changes in operating lease right-of-use assets		1,070			1,313			2,226			2,641
Changes in operating lease liability		(532	)		(1,273	)		(1,711	)		(2,542	)
(Increase) decrease in inventories		(524	)		474			(534	)		1,151
Decrease in trade payables		(166	)		(449	)		(1,212	)		(1,591	)
Increase (decrease) in other accounts payable and accrued expenses		17,622			6,114			5,470			(3,320	)
Increase (decrease) in other long-term liabilities		286			366			(102	)		977
Net cash provided by operating activities		32,583			14,513			53,461			24,554

Cash flows from investing activities:
Purchases of property and equipment		(3,608	)		(2,073	)		(5,947	)		(3,568	)
Purchase of Intangible assets		—			(279	)		—			(904	)
Investment in marketable securities		(53,190	)		(30,890	)		(183,146	)		(99,282	)
Proceeds from maturities of marketable securities		32,204			20,391			59,623			35,436
Proceeds from sales of marketable securities		31,166			—			31,166			—
Investment in short-term deposits		—			(79,000	)		(84,000	)		(122,000	)
Redemption of short-term deposits		34,005			58,587			96,377			75,459
Net cash provided by (used in) investing activities		40,577			(33,264	)		(85,927	)		(114,859	)

Cash flows from financing activities:
Exercise of options to shares		12,624			2,568			15,117			6,887
Proceeds from Employee Share Purchase Plan		1,202			756			2,329			1,506
Net cash provided by financing activities		13,826			3,324			17,446			8,393

Net increase (decrease) in cash and cash equivalents		86,986			(15,427	)		(15,020	)		(81,912	)
Net effect of Currency Translation on cash and cash equivalents		1,762			(49	)		2,584			(649	)
Cash and cash equivalents at beginning of period		90,475			122,432			191,659			189,517
Cash and cash equivalents at end of period	$	179,223		$	106,956		$	179,223		$	106,956

Supplemental cash flow information:
Income taxes (received) paid	$	(8,879	)	$	1,766		$	(8,073	)	$	2,557
Non-cash activities
Operating lease liabilities arising from obtaining right-of-use assets	$	12,328		$	126		$	13,141		$	215

Cellebrite DI Ltd.

Reconciliation of GAAP to Non-GAAP Financial Information

(U.SDollars in thousands, except share and per share data)

	For the three months ended				For the six months ended
	June 30,				June 30,
	2025		2024		2025		2024
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Cost of revenue	$	17,677	$	16,261	$	35,167	$	29,525
Less:
Share-based compensation		827		663		1,577		1,093
Acquisition-related costs		—		—		—		2
Non-GAAP cost of revenue	$	16,850	$	15,598	$	33,590	$	28,430

	For the three months ended				For the six months ended
	June 30,				June 30,
	2025		2024		2025		2024
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Gross profit	$	95,599	$	79,453	$	185,658	$	155,771
Share-based compensation		827		663		1,577		1,093
Acquisition-related costs		—		—		—		2
Non-GAAP gross profit	$	96,426	$	80,116	$	187,235	$	156,866

	For the three months ended				For the six months ended
	June 30,				June 30,
	2025		2024		2025		2024
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Operating expenses	$	81,182	$	66,966	$	158,973	$	134,037
Less:
Share-based compensation		7,983		5,892		16,010		11,158
Amortization of intangible assets		931		764		1,857		1,691
Acquisition-related costs		2,066		—		2,066		7
Non-GAAP operating expenses	$	70,202	$	60,310	$	139,040	$	121,181

	For the three months ended				For the six months ended
	June 30,				June 30,
	2025		2024		2025		2024
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Operating income	$	14,417	$	12,487	$	26,685	$	21,734
Share-based compensation		8,810		6,555		17,587		12,251
Amortization of intangible assets		931		764		1,857		1,691
Acquisition-related costs		2,066		—		2,066		9
Non-GAAP operating income	$	26,224	$	19,806	$	48,195	$	35,685

Cellebrite DI Ltd.

Reconciliation of GAAP to Non-GAAP Financial Information

(U.SDollars in thousands, except share and per share data)

	For the three months ended						For the six months ended
	June 30,						June 30,
	2025			2024			2025			2024
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Net income (loss)	$	19,476		$	(23,811	)	$	36,876		$	(95,183	)
Share-based compensation		8,810			6,555			17,587			12,251
Amortization of intangible assets		931			764			1,857			1,691
Acquisition-related costs		2,066			—			2,066			9
Tax (income) expense		(510	)		837			(1,434	)		604
Finance expense from financial derivatives		—			38,580			—			120,419
Non-GAAP net income	$	30,773		$	22,925		$	56,952		$	39,791

Non-GAAP Earnings per share:
Basic	$	0.13		$	0.11		$	0.24		$	0.19
Diluted	$	0.12		$	0.10		$	0.22		$	0.18

Weighted average shares outstanding:
Basic		240,358,573			198,949,594			238,811,210			197,840,662
Diluted		252,713,944			211,343,253			252,618,208			210,616,686

	For the three months ended						For the six months ended
	June 30,						June 30,
	2025			2024			2025			2024
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Net income (loss)	$	19,476		$	(23,811	)	$	36,876		$	(95,183	)
Financial (income) expense, net		(6,374	)		34,502			(13,434	)		113,078
Tax expense		1,315			1,796			3,243			3,839
Share-based compensation		8,810			6,555			17,587			12,251
Amortization of intangible assets		931			764			1,857			1,691
Acquisition-related costs		2,066			—			2,066			9
Depreciation expenses		1,661			1,812			3,366			3,565
Adjusted EBITDA	$	27,885		$	21,618		$	51,561		$	39,250

	For the three months ended						For the six months ended
	June 30,						June 30,
	2025			2024			2025			2024
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Net cash provided by operating activities	$	32,583		$	14,513		$	53,461		$	24,554
Less:
Purchases of property and equipment		(3,608	)		(2,073	)		(5,947	)		(3,568	)
Free cash flow	$	28,975		$	12,440		$	47,514		$	20,986
Free cash flow margin		25.6	%		13.0	%		21.5	%		11.3	%