KALTURA INC

(a) On February 19, 2025, the Company and Ron Yekutiel, the Company’s Chairman, Chief Executive Officer and President, entered into amendments (each, a “Yekutiel Amendment” and collectively, the “Yekutiel Amendments”) to (i) the Employment Agreement, dated as of May 1, 2012, as amended, by and between Kaltura Ltd. and Mr. Yekutiel (the “Yekutiel Employment Agreement”), (ii) the Consulting Agreement, dated as of January 1, 2018, as amended, by and between the Company and Mr. Yekutiel and (iii) the Consulting Agreement, dated as of May 1, 2014, as amended, by and between Kaltura Europe Limited and Mr. Yekutiel.

Pursuant to the Yekutiel Amendments, under the Company’s 2025 Executive Compensation Plan, Mr. Yekutiel will receive up to $510,000 (out of which an amount of $233,750 shall be paid in NIS based on $1.00/NIS3.7 exchange rate, namely, NIS 864,875) upon achievement of 100% of certain performance targets set forth in the 2025 Executive Compensation Plan, and be eligible to earn additional annual “stretch” bonuses of up to $191,250 (out of which an amount of $63,750 shall be paid in NIS based on $1.00/NIS3.7 exchange rate, namely, NIS 235,875), which shall be paid in cash upon achievement of such performance targets above 100% attainment, subject to and in accordance with the satisfaction of the aforementioned performance targets. Following the end of the applicable year, the Compensation Committee of the Board of Directors of the Company will evaluate the achievement of the performance targets and determine the amounts of the annual bonuses that will be paid to Mr. Yekutiel.

Further, under the 2025 Executive Compensation Plan and the Company’s 2021 Incentive Award Plan (the “2021 Plan”), Mr. Yekutiel received 2,105,263 restricted stock units (the “LTI RSUs”). The LTI RSUs vest in quarterly installments over a three-year period commencing as of January 6, 2025, with the first quarterly vesting date on April 1, 2025, subject to continued employment through the vesting date. In the event of a termination of service of Mr. Yekutiel without Cause or by Mr. Yekutiel for Good Reason (each as defined in the applicable award agreement) during the twelve (12) month period immediately following a Change in Control (as defined in the 2021 Plan), the LTI RSUs held by him will become vested in full on the date of such termination.

In addition, under the Yekutiel Amendment to Mr. Yekutiel Employment Agreement, effective as of January 1, 2025, Mr. Yekutiel’s annual base salary shall be increased by NIS 172,536 to an aggregate amount of NIS 832,140.

Additionally, the Yekutiel Amendments also apply a revised advance termination notice period set forth in the 2021 Plan.

On February 19, 2025, the Company and John Doherty, the Company’s Chief Financial Officer, entered into an amendment (the “ Doherty Amendment”) to the Employment Agreement, dated as of January 15, 2024, as amended, by and between Kaltura, Inc. and Mr. Doherty.

Pursuant to the Doherty Amendment, under the Company’s 2025 Executive Compensation Plan, Mr. Doherty will receive up to $470,000 upon achievement of 100% of certain performance targets set forth in the 2025 Executive Compensation Plan, and be eligible to earn additional annual “stretch” bonuses of up to $176,250, which shall be paid in cash upon achievement of such performance targets above 100% attainment, subject to and in accordance with the satisfaction of the aforementioned performance targets. Following the end of the applicable year, the Compensation Committee of the Board of Directors of the Company will evaluate the achievement of the performance targets and determine the amounts of the annual bonuses that will be paid to Mr. Doherty.

Further, under the 2025 Executive Compensation Plan and the “2021 Plan”, Mr. Doherty received 526,316 “LTI RSUs”, on January 6, 2025. The LTI RSUs vest in quarterly installments over a three-year period commencing as of January 1, 2025, with the first quarterly vesting date on April 1, 2025, subject to continued employment through the vesting date. In the event of a termination of service of Mr. Doherty without Cause or by Mr. Doherty for Good Reason (each as defined in the applicable award agreement) during the twelve (12) month period immediately following a Change in Control (as defined in the 2021 Plan), the LTI RSUs held by him will become vested in full on the date of such termination.

On February 19, 2025, the Company and each of Eynav (Navi) Azaria, the Company’s Chief Product Officer, and Natan Israeli, the Company's Chief Customer Officer, entered into amendments (each, an “Amendment” and collectively, the “Amendments”) to (i) the Employment Agreement, dated as of December 22, 2020, as amended, by and between Kaltura Ltd. and Mr. Azaria, and (ii) the Employment Agreement, dated as of November 26, 2020, as amended, by and between Kaltura Ltd. and Mr. Israeli. Pursuant to the Amendments, under the Company’s 2025 Executive Compensation Plan, (i) Mr. Azaria will receive up to $224,000 (which shall be paid in NIS based on $1.00/NIS3.7 exchange rate, namely, NIS 828,800) upon achievement of 100% of certain performance targets set forth in the 2025 Executive Compensation Plan, and be eligible to earn additional annual “stretch” bonuses of up to $84,000 (which shall be paid in NIS based on $1.00/NIS3.7 exchange rate, namely, NIS 310,800), which shall be paid in cash upon achievement of such performance targets above 100% attainment, subject to and in accordance with the satisfaction of the aforementioned performance targets.

Following the end of the applicable year, the Compensation Committee of the Board of Directors of the Company will evaluate achievement of the performance targets and determine the the amounts of the annual bonuses that will be paid to Mr. Azaria; and (ii) Mr. Israeli will receive up to $223,000 (which shall be paid in NIS based on $1.00/NIS3.7 exchange rate, namely, NIS 825,100) upon achievement of 100% of certain performance targets set forth in the 2025 Executive Compensation Plan, and be eligible to earn additional annual “stretch” bonuses of up to $84,000 (which shall be paid in NIS based on $1.00/NIS3.7 exchange rate, namely, NIS 310,800), which shall be paid in cash upon achievement of such performance targets above 100% attainment, subject to and in accordance with the satisfaction of the aforementioned performance targets. Following the end of the applicable year, the Compensation Committee of the Board of Directors of the Company will evaluate the achievement of the performance targets and determine the amounts of the annual bonuses that will be paid to Mr. Israeli.

Further, under the 2025 Executive Compensation Plan and the “2021 Plan”, each of Mr. Azaria and Mr. Israeli received 605,263 “LTI RSUs”, on January 6, 2025. The LTI RSUs vest in quarterly installments over a three-year period commencing as of January 1, 2025 with the first quarterly vesting date on April 1, 2025, subject to continued employment through the vesting date. In the event of a termination of service of Mr. Azaria or Israeli, respectively, without Cause or for Good Reason (each as defined in the applicable award agreement) during the twelve (12) month period immediately following a Change in Control (as defined in the 2021 Plan), the LTI RSUs held by each of them will become vested in full on the date of such termination.

In addition, the Amendments also apply a revised advanced termination notice period set forth in the 2021 Plan.

The foregoing descriptions of the Amendments are not complete and are qualified in their entirety by reference to the full and complete terms contained in the respective Amendment, copies of which are filed as Exhibits 10.20, 10.21 and 10.22 respectively, to this Annual Report on Form 10-K and are incorporated herein by reference.

(b) During the three months ended December 31, 2024, no directors or officers of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item in Item 408(a) of Regulation S-K.