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Washington, D.C. 20549

 

FORM 20-F

 

 

 

 

For the fiscal year ended December 31, 2024

 

 

 

 

 

Date of event requiring this shell company report                 

 

For the transition period from                  to                 

Commission file number 000-28584

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

 

(Jurisdiction of incorporation or organization)

 

(Address of principal executive offices)

 

Shira Yashar, Adv.

General Counsel

Check Point Software Technologies Ltd.

 

Tel: (+972) 3-753-4555

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

 

Securities registered or to be registered pursuant to Section 12(g) of the Act. None

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2024. 108,368,523 ordinary shares, nominal value NIS 0.01 per share.

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:    

 

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934:    

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    

 

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  ☒         Accelerated filer ☐       Non-accelerated filer ☐       Emerging growth company   ☐

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.    

Item 17  ☐     Item 18  ☐

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):    

 

 

 

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our expectations for our business, trends related to our business and the markets in which we operate and into which we sell products;

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uncertain macro-economic and industry trends (such as inflation and fluctuations in supply chains), which may impact demand and supply of our products;

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the effects of increased competition in our market;

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our expectations regarding the transition in our company leadership;

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our ability to timely and effectively scale and adapt our existing technology and infrastructure to meet current and future market demands;

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the effects on our business of global pandemics, such as COVID-19;

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our ability to develop or acquire new and more technologically advanced products, and to successfully commercialize these products;

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our ability to protect our proprietary technology and intellectual property;

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our ability to protect our information technology systems, networks and products and services from various security threats;

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our ability to increase adoption of our products and to maintain or increase our market share;

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our ability to maintain our growth;

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future amounts and sources of our revenue;

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our future costs and expenses;

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the adequacy of our capital resources;

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our expectations to provide security for all organizations;

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our expectations with respect to share repurchases by us and dividend payments by us;

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the effects on our business of evolving laws and regulations, including government export or import controls and U.S. tax regulations;

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the effects of the war and hostilities between Israel and Hamas, Hezbollah, Iran and Yemen;

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the impact of the significant military action against Ukraine launched by Russia and any related political or economic responses and counter-responses or otherwise by various global actors;

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our ongoing relationships with our current and future customers and channel partners, suppliers, contract manufacturers and distributors; and

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our other expectations, beliefs, intentions and strategies.

	PART I
Item 1.	Identity of Directors, Senior Management and Advisers	3
Item 2.	Offer Statistics and Expected Timetable	3
Item 3.	Key Information	3
Item 4.	Information on Check Point	22
Item 4A.	Unresolved Staff Comments	34
Item 5.	Operating and Financial Review and Prospects	34
Item 6.	Directors, Senior Management and Employees	41
Item 7.	Major Shareholders and Related Party Transactions	52
Item 8.	Financial Information	53
Item 9.	The Offer and Listing	53
Item 10.	Additional Information	54
Item 11.	Quantitative and Qualitative Disclosures about Market Risk	65
Item 12.	Description of Securities Other than Equity Securities	66
	PART II
Item 13.	Defaults, Dividend Arrearages and Delinquencies	66
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	66
Item 15.	Controls and Procedures	66
Item 16A.	Audit Committee Financial Expert	67
Item 16B.	Code of Ethics	67
Item 16C.	Principal Accountant Fees and Services	68
Item 16D.	Exemptions from the Listing Standards for Audit Committees	68
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	68
Item 16F.	Change in Registrant’s Certifying Accountant	69
Item 16G.	Corporate Governance	69
Item 16H.	Mine Safety Disclosure	69
Item 16I.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspection	69
Item 16J.	Insider Trading Policies	70
Item 16K.	Cybersecurity	70
	PART III
Item 17.	Financial Statements	71
Item 18.	Financial Statements	71
Item 19.	Exhibits	72

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If the market for information and network security solutions does not continue to grow, our business will be adversely affected.

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We may not be able to successfully compete, which could adversely affect our business and results of operations.

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If we fail to enhance our existing products, develop or acquire new and more technologically advanced products, or fail to successfully commercialize these products, our business and results of operations will suffer.

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We may need to change our pricing models to compete successfully.

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Our business, results of operations and financial condition are subject to, have been and may continue to be adversely affected by the risks of earthquakes, fire, floods, pandemics such as the COVID-19 pandemic and other natural events, as well as manmade problems such as power disruptions or terrorism or war, such as the war and hostilities between Israel and Hamas, Hezbollah, Iran and Yemen.

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Prolonged economic uncertainties or downturns, globally or in certain regions or industries, could materially adversely affect our business.

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If our products fail to protect against attacks and our customers experience security breaches, our reputation and business could be harmed.

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Product defects may increase our costs and impair the market acceptance of our products and technology.

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We are subject to risks relating to acquisitions.

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We are dependent on a limited number of product families.

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Competition for highly skilled personnel is intense.

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We are dependent on a small number of distributors.

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We purchase several key components and finished products from limited sources, and we are increasingly dependent on contract manufacturers for our hardware products.

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We incorporate third-party technology in our products, which may make us dependent on the providers of these technologies and expose us to potential intellectual property claims.

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Failures of the third party technology, third-party servers, cloud service providers and other third-party hardware, software and infrastructure on which we rely could adversely affect our business.

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We are the defendants in various lawsuits and have been subject to tax disputes and governmental proceedings, which could adversely affect our business, results of operations and financial condition.

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Uncertainties in the interpretation and application of worldwide tax reforms, complex tax laws and regulations could materially affect our tax obligations and effective tax rate.

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Class action litigation due to stock price volatility or other factors could cause us to incur substantial costs and divert our management’s attention and resources.

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We are subject to governmental export and import controls that could subject us to liability or impair our ability to compete in international markets.

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We may not be able to successfully protect our intellectual property rights, which could cause substantial harm to our business.

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We incorporate open source technology in our products which may expose us to liability and have a material impact on our product development and sales.

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If a third-party asserts that we are infringing its intellectual property, whether successful or not, it could subject us to costly and time-consuming litigation or expensive licenses, which could harm our business.

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Due to the global nature of our business, we must comply with various anti-bribery regimes and any failure to do so could adversely affect our business.

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We are exposed to various legal, business, political, economic, health-related and other risks associated with our international operations; these risks could increase our costs, reduce future growth opportunities and affect our results of operations.

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Our actual or perceived failure to adequately protect personal data or customer data, or otherwise comply with data privacy and protection laws and regulations, could subject us to sanctions and damages and could harm our reputation and business.

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Issues relating to our use of artificial intelligence and machine learning technologies, combined with an uncertain legal and regulatory environment, could materially and adversely affect our business, financial condition and results of operations.

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Compliance with new and changing corporate governance and public disclosure requirements adds uncertainty to our compliance policies and increases our costs of compliance.

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A small number of shareholders own a substantial portion of our ordinary shares, and they may make decisions with which you or others may disagree.

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Our cash balances and investment portfolio have been, and may continue to be, adversely affected by market conditions and interest rates.

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Currency fluctuations may affect the results of our operations or financial condition.

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Our information technology systems, networks and products and services have been, and may continue to be, subject to various security threats and cyber security incidents.

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We depend on our executive officers and other key employees, and the loss of one or more of these employees or an inability to attract and retain other highly skilled employees could adversely affect our business, and we may not be able to successfully navigate the recent leadership changes while maintaining key aspects of our culture, which could have a significant negative effect on our existing business and our ability to pursue future plans.

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We may not be able to successfully navigate the recent leadership changes while maintaining key aspects of our culture, which could have a significant negative effect on our existing business and our ability to pursue future plans.

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The ongoing war and hostilities and other potential political, economic and military instability in Israel, where our principal executive offices and our principal research and development facilities are located, may adversely affect our results of operations.

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Our operations may be disrupted by the obligations of our personnel to perform military service.

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The tax benefits available to us require us to meet several conditions, and may be terminated or reduced in the future, which would increase our taxes.

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Shareholder rights and responsibilities are, and will continue to be, governed by Israeli law which differs in some material respects from the rights and responsibilities of shareholders of U.S. companies.

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Provisions of Israeli law and our articles of association may delay, prevent or make difficult an acquisition of us, prevent a change of control, and negatively impact our share price.

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As a foreign private issuer we are not subject to the provisions of Regulation FD or U.S. proxy rules and are exempt from filing certain Exchange Act reports.

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As a foreign private issuer whose shares are listed on the Nasdaq Global Select Market (“Nasdaq”), we may follow certain home country corporate governance practices instead of certain Nasdaq requirements.

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the continued expansion of internet usage and the number of organizations adopting or expanding intranets;

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the continued adoption of “cloud” infrastructure by organizations;

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the ability of the infrastructures implemented by organizations to support an increasing number of users and services;

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the continued development of new and improved services for implementation across the internet and between the internet and intranets;

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the adoption of data security measures as it pertains to data encryption and data loss prevention technologies;

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continued access to mobile APIs, APPs and application stores with Apple, Google and Microsoft;

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government regulation of the internet and governmental and non-governmental requirements and standards with respect to data security privacy and data protection; and

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economic, social, or political conditions, including conditions resulting from a decline in the macroeconomic environment, rising interest rates, exchange rate fluctuations, inflation, global pandemics such as the COVID-19 pandemic, global supply chain disruptions and conditions resulting from geopolitical uncertainty and instability or war, including the war and hostilities between Israel and Hamas, Hezbollah, Iran and Yemen, and the Russia-Ukraine armed conflict and the tension between China and Taiwan.

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issue equity securities which would dilute the current shareholders’ percentage of ownership;

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incur substantial debt;

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assume contingent liabilities; or

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expend significant cash.

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unanticipated costs, liabilities or compliance issues associated with the acquisition;

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incurrence of acquisition-related costs;

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diversion of management’s attention from other business concerns;

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harm to our existing business relationships with manufacturers, distributors and customers as a result of the acquisition;

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the potential loss of key employees;

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use of resources that are needed in other parts of our business;

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use of substantial portions of our available cash to consummate the acquisition; or

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unrealistic goals or projections for the acquisition.

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technology import and export license requirements;

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costs of localizing our products for foreign countries, and the lack of acceptance of localized products in foreign countries;

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varying economic and political instability or war, including the war and hostilities between Israel and Hamas, Hezbollah, Iran and Yemen and the significant military action against Ukraine launched by Russia;

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potential tariffs, sanctions, fines or other trade restrictions, including any political or economic responses and counter-responses or otherwise by various global actors to the significant military action against Ukraine launched by Russia, as well as the possibility of further international trade disputes that result in tariffs and other protectionist measures;

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imposition of or increases in tariffs or other payments on our revenues in these markets;

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greater difficulty in protecting intellectual property;

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difficulties in managing our overseas subsidiaries and our international operations;

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economic, social, or political conditions, including conditions resulting from a decline in the macroeconomic environment, rising interest rates, exchange rate fluctuations and inflation;

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political instability and civil unrest which could discourage investment and complicate our dealings with governments;

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widespread health emergencies or pandemics, such as the COVID-19 pandemic;

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difficulties in complying with a variety of foreign laws and legal standards and changes in regulatory requirements;

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expropriation and confiscation of assets and facilities;

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difficulties in collecting receivables from foreign entities or delayed revenue recognition;

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recruiting and retaining talented and capable employees;

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differing labor standards;

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increased tax rates;

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potentially adverse tax consequences, including taxation of a portion of our revenues at higher rates than the tax rate that applies to us in Israel;

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fluctuations in currency exchange rates and the impact of such fluctuations on our results of operations and financial position; and

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the introduction of exchange controls and other restrictions by foreign governments.

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Some programs may be discontinued,

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We may be unable to meet the requirements for continuing to qualify for some programs,

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These programs and tax benefits may be unavailable at their current levels, or

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We may be required to refund previously recognized tax benefits if we are found to be in violation of the stipulated conditions.

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Comprehensive Real-time Threat Prevention: Real-time AI-powered comprehensive threat prevention across all attack vectors from code to cloud, networks, users, email and IoT. AI engines deliver industry leading threat prevention to stop the most sophisticated attacks including zero day malware, phishing and DNS spoofing.

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Consolidated Security Operations and Unified Management: Leverage a unified security management platform for efficient security operations to deliver threat prevention to seal security gaps and enable automatic, immediate threat intelligence sharing across all security environments.

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Collaborative True collaboration across the security platform is essential to gain advantage over attackers. Security that automatically responds to every threat: AI-powered security engines applied to any attack vector, shared real-time threat intelligence, and anomaly detection with Infinity ThreatCloud AI, automated threat response and orchestration with Infinity XDR/XDR and Infinity Playblocks, and API-based third-party integration.

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Best Threat Prevention: On-premises (Quantum), cloud (CloudGuard), workspace (Harmony)

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Unified Infinity Management: One-security policy across the hybrid mesh network including on-premises, cloud and the workspace

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Real-Time Collaborative Threat Intelligence: Integration with Check Point and 3rd party security products

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Hybrid Network Security Architecture: Agile, full-mesh connectivity supporting direct and cloud-based routing for efficiency and cost reduction

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On-premises Security with Quantum

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Cloud Security with CloudGuard

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Workspace Security with Harmony

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Collaborative Security Operations with Infinity Platform Services

•	Quantum: Secure Your Network and Data Center security for Perimeter and Datacenter

•	Quantum Network Security

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Quantum Force AI-Powered Security Gateways  In February 2024, Check Point introduced a major addition to its enterprise security gateway product line - the new Quantum Force series.  This innovative lineup of ten high-performance security gateways and firewalls are designed to meet and exceed the stringent security demands of enterprise data centers, network perimeters, campuses, and organizations of all sizes and industries.

•	Quantum Maestro: Hyper scalable security platform delivers on-demand scalability for requirements that range from 30 Gbps to over 1 Terabits-per-second of full threat prevention. Organizations of any size can benefit from Maestro’s intelligent load balancing firewall cluster design.

•	Quantum Lightspeed: Data center firewalls, designed for the most demanding environments in the world.

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Quantum Firewall Software R82 (security operating system / software): All Quantum Force security gateways and firewalls share the same underlying security operating system.  This latest threat prevention and security management release delivers top-rated threat prevention, cloud services, and performance acceleration for Check Point firewalls.  This industry-leading operating system provides security controls and management that are a foundational and integral part of today’s security infrastructure. In 2024, we announced the Quantum Firewall Software R82 delivering over 50 new capabilities for enterprise customers including:

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Four new AI engines to find hidden relationships and patterns to prevent sophisticated zero-day phishing and malware campaigns.

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Agile Datacenter Operations to accelerate app development with automated integration of security policy. With dramatically simplified firewall virtualization, organizations can achieve faster provisioning of virtual systems for multi-tenancy and agile application development benefiting DevOps.

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Operational Simplicity to offer seamless scalability for networks of all sizes, automatically adapting to business growth and traffic spikes. It enables organizations to achieve resilience with built-in load sharing and clustering technology (ElasticXL), while benefiting from faster provisioning and operations for firewall management.

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Post-Quantum Cryptography (PQC) to provide the latest NIST-approved cryptography Kyber (ML-KEM) for quantum-safe encryption, providing assurance that today’s encrypted data won’t turn into tomorrow’s treasure chest for threat actors.

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Quantum Spark: This family of small/medium businesses (SMB) security gateways and firewalls feature best-in-class threat prevention performance up to 5 Gbps threat prevention. These firewalls are easy to deploy and manage, and they integrate communication and security into an “all in one” solution. Quantum Spark security gateways provide protection for businesses with 1 to 1000 employees, and they can be easily managed from a web portal and from a mobile app. Alternatively, Quantum Spark firewalls can be managed by local Managed Service Providers (MSPs) using Check Point’s specialized MSP management system. Quantum Spark firewalls also offer additional important features including 5G Cellular and Wi-Fi 6 connectivity as well as cloud services like SD-WAN and IoT security.

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Quantum IoT Protect: Enables Check Point Security Gateways to auto-discover all IoT devices in a customer’s environment. Automatically identifies and maps IoT devices and assesses the risk. Prevents unauthorized access to and from IoT/OT devices with Zero Trust profiling and segmentation, and blocks zero day IoT attacks.

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Quantum SD-WAN: Quantum SD-WAN is a new software blade in Check Point Quantum Gateways that extends Check Point’s marketing-leading threat prevention to Software Defined Wide Area Networks (SD-WAN) for optimized network performance and internet connectivity optimized connectivity. Quantum SD-WAN enables enterprises to leverage local internet service providers for faster, less expensive internet connectivity without compromising security. Check Point’s Quantum SD-WAN takes a security-first approach to networking by delivering advanced threat prevention along with optimized internet connectivity.

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Quantum Rugged (Industrial/OT): Quantum Rugged Security Gateways are specifically engineered to protect against attacks directed at Industrial Control Systems (ICS) and Operational Technology (OT) networks. These firewalls are purpose-built for industrial, manufacturing, and critical infrastructure environments. Check Point Quantum Rugged security gateways deliver proven, integrated AI security, high-speed secure 5G connectivity and more for deployments in harsh environments as part of a complex end-to-end ICS security solution.

•	CloudGuard: Prevention-First Cloud Security

•	Cloud Network Security: advanced threat prevention and network security through a virtual security gateway—automated and unified across all multi-cloud and s environments.

•	Cloud Web Application and API Security: powered by contextual-AI, protects web applications and APIs from the most sophisticated types of threats.

•	Cloud Native Application Protection Platform (CNAPP): secure the entire application lifecycle from code-to-cloud. Manage your security posture, detect misconfigurations, enforce best practices, prevent threats, and prioritize risks.

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Cloud Security and Posture Management (CSPM): automates governance across multi-cloud assets and services including visualization and assessment of security posture, misconfiguration detection, and enforcement of security best practices and compliance frameworks. prevent threats and achieve high fidelity posture management.

•	Cloud Workload Protection: seamless vulnerability assessment and runtime protection of modern cloud workloads, including serverless functions and containers.

•	Code Security: developer-centric security that seamlessly monitors, classifies, and protects codes, assets, and infrastructure. Protect against exposed API keys, tokens, and credentials, as well as identify and stop misconfigurations.

•	Cloud Infrastructure and Entitlement Management: optimize user and workload access and privilege management to ensure a least privilege state and eliminate overly permissive roles. Gain visibility of effective permissions identify over permissive entitlements and implement suggested roles.

•	Cloud Detection and Response: cloud native threat security forensics through rich machine learning visualization, giving real-time context of threats and anomalies across your multi-cloud environment.

•	Harmony: Securing the Workspace

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Harmony SaaS discovers all your SaaS services, reduces your attack surface and automatically prevents SaaS-based threats using machine learning engines.

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Harmony SASE converges network security capabilities into a single solution with unified management, internet security, and comprehensive Zero Trust network access.

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Harmony Endpoint protects users’ PCs from ransomware, phishing, and malware, and minimizes breach impact with autonomous detection and response capability.

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Harmony Mobile protects employees’ mobile devices against malicious apps and network or operating systems attacks.

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Harmony Email & Collaboration secures users’ email clients and gives protection for Microsoft Office 365, Exchange, Google G, and others. In 2021, we extended Harmony with cloud-email security with the acquisition of Avanan – a leading cloud-email security company.

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Harmony Browse provides secure, fast, and private web browsing by inspecting all SSL traffic directly on the endpoint.

•	Infinity Platform Services: Security Operations & Services

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Managed Services Comprehensive support for Check Point and third-party systems, delivered with predefined Service Level Agreements (SLAs) for a fixed monthly fee.

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Managed Detection and Response (MDR/MPR) A fully managed SecOps platform providing access to Check Point analysts, researchers, and incident response resources.

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Incident Response Services Structured services to address and mitigate security incidents efficiently.

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Security Consulting Services Managed Services Comprehensive support for Check Point and third-party systems, delivered with predefined Service Level Agreements (SLAs) for a fixed monthly fee.

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Managed Detection and Response (MDR/MPR) A fully managed SecOps platform providing access to Check Point analysts, researchers, and incident response resources.

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Incident Response Services Structured services to address and mitigate security incidents efficiently.

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Security Consulting Services Expertise in threat exposure management, threat intelligence, and risk assessment.

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Professional Services End-to-end design, deployment, optimization, and operational support for Check Point solutions.

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Training Services Programs focused on security awareness and executive training to enhance organizational security maturity.

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IGS Flex Credits Prepaid service credits offering one year of flexible access to a range of cyber security services.

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Security Operations & AI

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XDR/XPR Extended detection, prevention, and response capabilities.

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Events Cloud-based monitoring and reporting.

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Playblocks Advanced orchestration and automation solutions.

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Threat Cloud AI AI-driven threat intelligence enabling real-time insights for proactive defense.

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Network Detection and Response (NDR) A plug-and-play solution for identifying, investigating, and responding to network-based threats.

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External Risk Management (ERM) Comprehensive solution covering threat intelligence, attack surface management, brand protection, and third-party risk evaluation.

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Infinity AI Copilot Transforming cyber security with Intelligent GenAI and automation to improve security effectiveness and incident response while making security administrators more efficient.

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Infinity GenAI Protect Enabling the safe adoption of generative AI applications in the enterprise. Using groundbreaking AI-powered data analysis that accurately classifies conversational data within prompts, GenAI security solutions deliver GenAI application discovery, prevent data leakage and enable meeting regulations.

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Infinity AI Cloud Protect In March 2024, Check Point announced the collaboration with NVIDIA® to enhance the security of AI cloud infrastructure. Check Point Infinity AI Cloud Protect integrates with NVIDIA AI technologies to secure cloud infrastructures at scale. The partnership enables service providers to offer a secure environment for enterprises to develop and deploy AI solutions.

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Gartner® Magic Quadrant™ Leader for Network Firewalls becoming the only vendor to be listed as a Leader for the 23rd time, 2024

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Gartner® Magic Quadrant™ Visionary for Endpoint Protection Platforms, 2024

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Gartner® Magic Quadrant™ Leader for Email Security Platforms, 2024

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The Forrester Wave™: Enterprise Firewall Solutions, Q4 2024

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The Forrester® Wave™ Leader for Mobile Threat Protection, 2024

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The Forrester® Wave™ Strong Performer for Cloud Workload Security, 2024

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Frost & Sullivan® Radar Leader for Mobile Detection and Response, 2024

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Frost & Sullivan® Radar Leader for Email Security, 2024

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Frost & Sullivan® Radar Leader for Cloud Security Posture Management, 2024

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GigaOm® Radar Leader for Cloud Network Security, 2024

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GigaOm® Radar Leader for Cloud Workload Security, 2025

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GigaOm® Radar Leader for CNAPP, 2024

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GigaOm® Radar Leader for App and API Security, 2024

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GigaOm® Radar Leader for Security Policy as Code, 2024

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GigaOm® Radar Leader for Enterprise Firewall, 2024

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GigaOm® Radar Leader for OT Security, 2024

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GigaOm® Radar Leader for Anti-Phishing, 2024

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For the third consecutive year, Check Point attained Secure Certification in Miercom Enterprise & Hybrid Mesh Firewall Benchmark Report 2025. Miercom lab tests showed 99.9% malware block rate against Zero+1 Day attacks, 99.7% of phishing attacks, and 98% intrusion prevention for high & critical threats.

I.

Community – How we value each other – We believe in creating a more sustainable future. We are involved in the community and we invest in volunteering and donations activities to share our good will with society at large, striving to make the world a better place.

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Corporate Responsibility Policy – Check Point strongly believes that investing in activities that promote positive economic, social and environmental impacts advances its mission of creating a safe, sustainable, and secure future for its stakeholders. As part of Check Point’s corporate responsibility program, Check Point identified ESG issues that are of highest relevance to its business activities and its stakeholders. These material issues are addressed and managed across the organization in an on-going fashion, to ensure that all relevant stakeholder expectations are met and adequately addressed.

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Social Investment and Volunteer Statement – Check Point invests in its global volunteering and donations activities across various strategic pillars that align with the material issues identified, all with the goal of extending our impact. Furthermore, Check Point is committed to addressing the social, economic, environmental, and educational needs of the communities where we work.

II.

Human Resources – How we value ourselves – The most important asset of our company is our human capital. We are committed to creating a diverse, healthy, and supportive work environment where our employees can grow and learn together.

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Human Rights and Labor Policy – Check Point strives to treat its employees, contractors and suppliers with dignity and respect. Check Point promotes a safe, healthy, and supportive work environment and condemns modern slavery and human trafficking in any form. Check Point’s commitment includes closely monitoring its compliance with international standards and local laws in all of our locations around the world to ensure that the rights of our employees and stakeholders are protected.

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Workforce Diversity and Equality Statement –As a leading cyber security company, we are committed to nurturing diversity and equality while removing bias in hiring, training, and employee evaluation practices. Our teams are committed to creating a conscious culture that promotes open communication with the goal of achieving more equitable outcomes for all. We believe that a diverse workforce encourages a wider variety of skills, talents, and viewpoints, leading to further creativity and innovation.

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Training and Employee Development Policy –Investing in the training and development of our employees, managers and groups within the company contributes not only to their personal and professional growth, but also to Check Point as a whole. By providing our employees and managers with learning and development opportunities, we enable the company to achieve its business targets, and our employees to constantly grow professionally.

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Anti-Slavery Policy – Check Point has zero tolerance towards modern slavery across our workforce and in our supply chain.

III.

Supply Chain – How we value the process – We implement high standards of conduct across our supply chain by ensuring that the working conditions in our operations and supply chain are safe and that business operations are conducted ethically.

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Supply Chain and Business Partner Code of Conduct –We require our suppliers of products and services, vendors, and business partners to comply with the standards of business, labor, environmental, and ethical conduct set out in our policy and based, in principle, on the Responsible Business Alliance (“RBA”) Code of Conduct guidelines.

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Supply Chain Policy – Check Point highly values its relationships with its suppliers, vendors, and business partners, and therefore strives to ensure that all relationships with such stakeholders are conducted according to our principles of honesty, integrity, transparency, and open communication, in addition to respect for human rights, labor practices, and environmental sustainability.

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Conflicts Minerals Policy – In certain conflict areas around the world, such as the Democratic Republic of the Congo and adjoining countries, the trade of rare minerals and derivative metals can be used to support corruption, money laundering, and human rights abuses. In order to eradicate such behavior, Check Point has adopted a Conflicts Minerals Policy.

IV.

Environment– How we value our surroundings – We strive for the sustainability of our operations and promote a responsible relationship with the environment.

•

Environmental Policy – Check Point understands that climate change has real and observable effects on the environment. We have begun the process of identifying, assessing, and managing relevant climate change-related risks and opportunities to our business. It is our belief that Check Point’s impact on the environment is generally through our products, services, and global operations. We comply with the applicable environmental laws and regulations and endeavor to engage in leading environmental sustainability practices.

•

Board oversight - Our board of directors has a dedicated committee for overseeing environmental, social, and governance (ESG) matters (the Nominating, Sustainability and Corporate Governance Committee), which is responsible for ensuring that our environmental policies and practices are consistent with our overall business strategy. The committee reviews our environmental performance on a periodic basis.

V.

Corporate Governance – How we value our method – We operate according to high standards of responsible business conduct and base our approach on a strong corporate governance structure to maintain full accountability, integrity, and transparency in our business practices.

•

Corporate Governance Guidelines – Our board of directors has adopted Corporate Governance Guidelines to assist the board of directors in carrying out its responsibilities and serving the interests of the Company and its shareholders in a manner that is consistent with the board of director’s fiduciary duties.

•

Committee Charters – We have adopted written charters specifying the duties and responsibilities of each of our Audit Committee, Compensation Committee and Nominating, Sustainability and Corporate Governance Committee to assist the committee members in carrying out their responsibilities.

VI.

Ethics – How we value what is right – Check Point promotes core values of honest and ethical conduct, integrity, open communication, equal opportunity, and diversity.

•

Code of Ethics and Business Conduct – Check Point is a worldwide leader in developing security solutions to protect business and consumer transactions, and communications in the digital realm. Our goodwill and reputation are affected by what we do every day. By putting our commitment in writing we clearly set out the business practices that we follow and establish clear standards of behavior for the various groups of stakeholders associated with our organization.

•

Privacy Policy – Our Privacy Policy sets out how Check Point handles personal information that it collects or generates both in relation to the Check Point website (www.checkpoint.com), our products, and services.

•

Whistle Blower Procedure – Check Point strives to promote its values and establish uniformity within the company. Check Point’s employees and business partners are expected to adhere to and follow the established standards and principles. To support the adherence to our Code of Ethics and Business Conduct as well as other policies, we provide various channels for reporting, including the possibility of filing anonymous reports, which are outlined in the Whistle Blower Procedure.

•

Insider Trading Policy – This policy provides guidelines to employees, consultants, contractors, officers, and directors of Check Point with respect to transactions in Check Point’s securities.

•

Anti-Corruption, Bribery and Money Laundering Policy – Check Point’s goodwill and reputation are affected by what we do every day. Check Point clearly sets out our expectations regarding ethical and permissible business practices including set clear standards of behavior for all of the various stakeholders associated with our organization. Our culture of integrity and steadfast values help us build trust with our customers, business partners, investors, other organizations and governments, establishing trust in our business and operations.

NAME OF SUBSIDIARY		COUNTRY OF INCORPORATION
Check Point Software Technologies, Inc.		United States of America (Delaware)
Check Point Software (Canada) Technologies Inc.		Canada
Check Point Software Technologies (Japan) Ltd.		Japan
Check Point Software Technologies (Netherlands) B.V.		Netherlands
Check Point Holding (Singapore) PTE Ltd.		Singapore
Check Point Holding (Singapore) PTE Ltd. – Rep office Indonesia (1)		Singapore
Check Point Holding (Singapore) PTE Ltd. –US, NY Branch (2)		Singapore
Israel Check Point Software Technologies Ltd. China (3)		China
Check Point Holding AB (4)		Sweden
Cyberint Technologies Ltd. (10)		Israel
Check Point Software Technologies South Africa PTY. Ltd		South Africa
Check Point Software (Kenya) Limited		Kenya
Check Point Software Technologies B.V Nigeria Ltd. (5)		Nigeria
Check Point Web Applications and API Protection Ltd. (10)		Israel
Protego Labs, Inc.		United States of America (Delaware)
Check Point IOT Security Ltd. (10)		Israel
Check Point Serverless Security Ltd. (6)		Israel
Check Point Email Security Ltd. (7)		Israel
Avanan, Inc.		United States of America (Delaware)
Zone Labs, L.L.C. (8)		United States of America (California)
Check Point Software Technologies (Sweden) AB. (13)		Sweden
Check Point Software Technologies (Sweden) AB. – Dubai Branch (14)		Sweden
R&M Computer Consultants, Inc. (8)		United States of America (North Carolina)
RM Source Australia PTY Ltd. (9) (12)		Australia
Cyberint Singapore Pte Ltd. (11)		Singapore
Cyberint Inc. (11)		United States (Delaware)
Cyberint Ltd. (11)		UK

(1)	Representative office of Check Point Holding (Singapore) PTE Ltd.

(2)	Branch of Check Point Holding (Singapore) PTE Ltd.

(3)	Representative office of Check Point Software Technologies Ltd.

(4)	Subsidiary of Check Point Holding (Singapore) PTE Ltd. (former name: Protect Data AB)

(5)	Subsidiary of Check Point Holding (Singapore) PTE Ltd. and Check Point Yazilim Teknolojileri Pazarlama A.S.

(6)	Subsidiary of Protego Labs, Inc; Under intercompany transfer process

(7)	Subsidiary of Avanan, Inc.

(8)	Subsidiary of Check Point Software Technologies Inc.

(9)	Subsidiary of R&M Computer Consultants, Inc.

(10)	Under intercompany merger process into Check Point Software Technologies Ltd.

(11)	Subsidiary of Cyberint Technologies Ltd.; Under intercompany merger or dissolution process.

(12)	Under intercompany merger or dissolution process.

NAME OF SUBSIDIARY		COUNTRY OF INCORPORATION
Check Point Software Technologies S.A.		Argentina
Check Point Software Technologies (Australia) PTY Limited		Australia
Check Point Software Technologies (Austria) GmbH		Austria
Check Point Software Technologies Belarus LLC (2)		Belarus
Check Point Software Technologies (Belgium)		Belgium
Check Point Software Technologies (Brazil) LTDA		Brazil
Check Point Software Technologies (Hong Kong) Ltd. (Guangzhou office) (1)		China
Hong Kong SAR Check Point Software Technologies (Hong Kong) Ltd. (Shanghai office) (1)		China
Check Point Software Technologies (Czech Republic) s.r.o.		Czech Republic
Check Point Software Technologies (Denmark) ApS		Denmark
Check Point Software Technologies (Finland) Oy		Finland
Check Point Software Technologies Eurl		France
Check Point Software Technologies GmbH		Germany
Check Point Software Technologies (Greece) SA		Greece
Check Point Software Technologies (Hungary) Ltd.		Hungary
Check Point Software Technologies (Hong Kong) Limited		Hong Kong
Check Point Software Technologies India Private Limited		India
Check Point Software Technologies (Italia) S.r.l		Italy
Check Point Software Technologies Mexico S.A. de C.V.		Mexico
Check Point Software Technologies (Beijing) Co., Ltd.		China
Check Point Software Technologies (New Zealand) Limited		New Zealand
Check Point Software Technologies Norway A.S.		Norway
Check Point Software Technologies (Philippines) Inc.		Philippines
Check Point Software Technologies (Poland) Sp.z.o.o.		Poland
CPST (Portugal), Sociedade Unipessoal Lda.		Portugal
Check Point Software Technologies (RMN) SRL		Romania
Check Point Software Technologies (Russia) OOO		Russia
Check Point Software Technologies (Korea) Ltd.		South Korea
Check Point Software Technologies (Spain), S.A.		Spain
Check Point Software Technologies (Switzerland) AG		Switzerland
Check Point Software Technologies (Taiwan) Ltd.		Taiwan
Check Point Yazilim Teknolojileri Pazarlama A.S.		Turkey
Check Point Software Technologies (UK) Ltd.		United Kingdom

(1)	Representative office of Check Point Software Technologies (Hong Kong) Ltd.

(2)	Under dissolution process

•

Revenue recognition;

•

Accounting for income taxes;

•

Impairment of marketable securities; and

•

Business combination.

(*)	Including pre-tax charges for stock-based compensation, amortization of intangible assets and acquisition related expenses in the following items:

Name	Position	Independent  Director (1)	Outside Director (2)	Member of Audit Committee	Member of Compensation Committee	Member of NSCG Committee
Gil Shwed	Executive Chair of the Board of Directors
Nadav Zafrir	Chief Executive Officer and Director
Nataly Kremer	Chief Product Officer and Head of Research and Development
Rupal Hollenbeck	President*
Roei Golan	Chief Financial Officer
Itai Greenberg	Chief Revenue Officer
Yoav Chelouche (3)	Lead Independent Director	X	X	X	X
Dafna Gruber	Director	X	X	X	X
Tzipi Ozer-Armon	Director	X		X	X
Ray Rothrock	Director	X	X	X	X
Tal Shavit Shenhav	Director	X				X
Jill Smith	Director	X				X
Jerry Ungerman	Director	X
Shai Weiss	Director	X				X

(1)	“Independent Director” under the Nasdaq Global Select Market regulations and the Israeli Companies Law (see explanation below).

(2)	“Outside Director” as required by the Israeli Companies Law (see explanation below).

(3)	“Financial expert” as required by the Israeli Companies Law and Nasdaq requirements with respect to membership on the audit committee (see “Item 16A – Audit Committee Financial Expert”).

(1)	The number of ordinary shares shown includes shares that each shareholder has the right to acquire pursuant to stock options that are exercisable and RSUs and PSUs that vest within 60 days after February 28, 2025.

(2)

If a shareholder has the right to acquire shares by exercising stock options or has RSUs and PSUs (as determined in accordance with footnote (1)), these shares are deemed outstanding for the purpose of computing the percentage owned by the specific shareholder (that is, they are included in both the numerator and the denominator), but they are disregarded for the purpose of computing the percentage owned by any other shareholder.

(3)	Number of options immediately exercisable or exercisable and RSUs and PSU that vest within 60 days from February 28, 2025.

(4)	The share amount and holding percentage includes unexercised stock options. Without such unexercised stock options, the 24,877,225 issued ordinary shares held by Gil Shwed represented 23.1% of the outstanding ordinary shares and voting rights as of February 28, 2025.

(5)	Other than Mr. Shwed, none of our executive officers and directors beneficially own more than 1% of our outstanding ordinary shares.

Plan		Outstanding options, RSUs & PSUs				Options outstanding exercise price			Date of expiration of options		Options exercisable
2005 United States Equity Incentive Plan			908,505				$97.61-$173.21		05/02/2025-10/30/2031			228,066
2005 Israel Equity Incentive Plan			7,308,296				$91.78-$182.00		08/19/2025-11/30/2031			4,358,300
Dome9 Equity Incentive Plan			226				$12.99		12/21/2027			226

Name of Five Percent Shareholders

No. of shares beneficially held (1)(3)

% of class of shares (2)

No. of shares beneficially held (1)

% of class of shares (2)

No. of shares beneficially held (1)

% of class of shares (2)

December 31, 2024

December 31, 2023

December 31, 2022

Gil Shwed

28,797,215

25.6%

(3)

29,744,539

25.3%

29,149,766

23.3%

(1)	The amount includes ordinary shares owned by each of the individuals, directly or indirectly, and options immediately exercisable or that are exercisable within 60 days from December 31st, of each of the years shown in this table.

(2)

If a shareholder has the right to acquire ordinary shares by exercising stock options exercisable within 60 days from December 31st, of each of the years shown in this table, these ordinary shares are deemed outstanding for the purpose of computing the percentage owned by the specific shareholder (that is, they are included in both the numerator and the denominator), but they are disregarded for the purpose of computing the percentage owned by any other shareholder.

(3)	The share amount and holding percentage includes the unexercised stock options. Without such unexercised stock options, the 24,877,215 issued ordinary shares held by Gil Shwed represented 23.0% of the outstanding ordinary shares and voting rights as of December 31, 2024.

•

any amendment to the articles of association,

•

an increase of the company’s authorized share capital,

•

a merger, or

•

approval of interested party transactions that require shareholder approval.

•

the majority includes at least a majority of the shares voted by shareholders other than our controlling shareholders or shareholders who have a personal interest in the adoption of the compensation policies; or

•

the total number of shares held by non-controlling shareholders and disinterested shareholders that voted against the adoption of the compensation policies, does not exceed 2% of the aggregate voting rights of our company.

•

Monetary liability imposed on the office holder in favor of a third party in a judgment, including a settlement or an arbitral award confirmed by a court.

•

Reasonable legal costs, including attorneys’ fees, expended by an office holder as a result of an investigation or proceeding instituted against the office holder by a competent authority, provided that such investigation or proceeding concludes without the filing of an indictment against the office holder, and either:

•

no financial liability was imposed on the office holder in lieu of criminal proceedings, or

•

financial liability was imposed on the office holder in lieu of criminal proceedings, but the alleged criminal offense does not require proof of criminal intent.

•

Reasonable legal costs, including attorneys’ fees, expended by the office holder or for which the office holder is charged by a court:

•

in an action brought against the office holder by us, on our behalf or on behalf of a third party,

•

in a criminal action in which the office holder is found innocent, or

•

in a criminal action in which the office holder is convicted, but in which proof of criminal intent is not required.

•

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

•

A domestic partnership;

•

A corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States or any of its states;

•

An estate, if the estates income is subject to U.S. federal income taxation; or

•

A trust, if a U.S. court is able to exercise primary supervision over its administration and one or more U.S. persons (e.g., a U.S. citizen, resident, or corporation) have the authority to control all of its substantial decisions or the trust has a valid election in effect under U.S. Treasury Regulations to be treated as a “United States person”.

•

Aspects of U.S. federal income taxation relevant to U.S. Shareholders by reason of their particular circumstances (including potential application of the alternative minimum tax);

•

U.S. Shareholders subject to special treatment under the U.S. federal income tax laws, such as banks, financial institutions, insurance companies, broker-dealers or traders in securities;

•

U.S. Shareholders that are tax-exempt organizations and pension funds;

•

U.S. Shareholders that are former citizens or long-term residents of the United States;

•

U.S. Shareholders that are partnerships or entities treated as partnerships or other pass-through entities and persons who own our shares through such entities, and non-U.S. individuals or entities;

•

U.S. Shareholders that are real estate investment trusts or regulated investment companies;

•

U.S. Shareholders who own 10% or more of our outstanding shares (by vote or value), either directly or constructively ;

•

U.S. Shareholders who hold our shares as part of a hedging, straddle, integrated, or conversion transaction;

•

U.S. Shareholders who acquire their shares of our capital stock in a “compensatory transaction”;

•

U.S. Shareholders whose “functional currency” for U.S. federal income tax purposes is not the U.S. dollar; and

•

Any aspect of U.S. estate, gift, state, or local tax law, or any non-U.S. tax law.

•

75% or more of our gross income in the taxable year is passive income, or

•

50% or more of the average percentage of our assets held during the taxable year produce or are held for the production of passive income.

•

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets,

•

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

•

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

(1)

“Audit fees” are fees for audit services for each of the years shown in this table, including fees associated with the annual audit (including audit of our internal control over financial reporting) and reviews of our quarterly financial results submitted on Form 6-K, consultations on various accounting issues and audit services provided in connection with other statutory or regulatory filings.

(2)	“Audit-related fees” are fees for professional services, mainly related to due diligence work.

(3)	“Tax fees” are fees for professional services rendered by our auditors for tax compliance, tax planning and tax advice on actual or contemplated transactions, tax consulting associated with international transfer prices and employee benefits.

(4)	“All Other Fees” are fees for products and services other than those described above. For each of the fiscal years ended in December 31, 2024 and 2023, there were no fees for products or services other than those described above.

(1)	All the Ordinary Shares were purchased as part of publicly announced plans or programs.