KALTURA INC

Except as set forth below, there have been no material changes from the risk factors previously disclosed in our 2024 10-K.

On August 4, 2025, our Board of Directors approved the 2025 Reorganization Plan, designed to realign the Company’s operations to further increase efficiency and productivity. The 2025 Reorganization Plan includes, among other things, downsizing approximately 10% of our then current workforce and adapting our organizational structure, roles, and responsibilities accordingly. The 2025 Reorganization Plan was based on our estimates, assumptions and forecasts, which are subject to known and unknown risks and uncertainties, including assumptions regarding cost savings, cash burn rate and gross profit improvements. Accordingly, we may not be able to fully realize the cost savings, enhanced liquidity and other benefits anticipated from the 2025 Reorganization Plan. Additionally, implementation of our 2025 Reorganization Plan and any other cost-saving initiatives may be costly and disruptive to our business, the expected costs and charges may be greater than we have forecasted, and the estimated cost savings may be lower than we have forecasted. In addition, our initiatives could result in personnel attrition beyond our planned reduction in headcount or reduce employee morale, which could in turn adversely impact productivity, including through a loss of continuity, loss of accumulated knowledge and/or inefficiency during transitional periods, or our ability to attract highly skilled employees. Unfavorable publicity about us or the 2025 Reorganization Plan could result in reputational harm and could diminish confidence in our brand and business. The 2025 Reorganization Plan may require a significant amount of management’s and other employees’ time and focus, which may divert attention from effectively operating and growing our business.

Purchases of Equity Securities by the Issuer or Affiliated Purchaser

The following table presents information with respect to the Company’s purchases of its common stock during the three months ended June 30, 2025:

(1) In June 2024, the Company’s Board of Directors authorized a stock repurchase program of the Company’s outstanding common stock (the “2024 Repurchase Program”), which provided for repurchases up to a total of $5.0 million. As of January 31, 2025, the Company had approximately $2.1 million of remaining repurchase authority under the 2024 Repurchase Program. Subsequently, in March 2025, the Board approved a new repurchase program (the “2025 Repurchase Program”), providing for repurchases up to a total of $15.0 million, which superseded the 2024 Repurchase Program. Under the 2025 Repurchase Program, the Company may make repurchases, from time to time, through open market purchases, block trades, in privately negotiated transactions, accelerated stock repurchase transactions, or by other means. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases under this authorization. The volume, timing, and manner of any repurchases will be determined at the Company’s discretion, subject to general market conditions, as well as the Company’s management of capital, general business conditions, other investment opportunities, regulatory requirements and other factors. The 2025 Repurchase Program does not obligate the Company to repurchase any specific amount of common stock, has no time limit, and may be modified, suspended, or discontinued at any time without notice at the discretion of the Board of Directors.

Use of Proceeds

On July 23, 2021, we completed our IPO, in which we issued and sold 15,000,000 shares of our common stock at a price to the public of $10.00 per share. On August 6, 2021, we issued and sold an additional 2,250,000 shares of our common stock at a price of $10.00 per share in connection with the underwriters’ exercise in full of their option to purchase additional shares of our common stock. All shares sold were registered pursuant to a registration statement on Form S-1 (File No. 333- 253699), as amended (the “Registration Statement”), declared effective by the SEC on July 20, 2021. Other than as reported in Part I, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” in our 2024 10-K, there has been no material change in the expected use of the net proceeds from our IPO as described in the Registration Statement.

None.

Not applicable.