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6-K 1 zk2635209.htm 6-K

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May 2026 (Report No. 1)

 

Commission File Number: 0-27466

 

NICE LTD.

 
               (Translation of Registrant’s Name into English)

 

13 Zarchin Street, P.O. Box 690, Ra’anana 4310602, Israel

 
                 (Address of Principal Executive Offices)

 

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

 

Form 20-F ☒ Form 40-F o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

 

 

 


Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____ THE GAAP FINANCIAL STATEMENTS ATTACHED TO THE PRESS RELEASE ATTACHED HERETO AS EXHIBIT 99.1 OF THIS REPORT ON FORM 6-K ARE HEREBY INCORPORATED BY REFERENCE INTO NICE LTD.`S (“NICE”) REGISTRATION STATEMENTS ON FORM S-8 (REGISTRATION STATEMENT NOS. 333-166364, 333-168100, 333-171165, 333-162795, 333-162110, 333-06784, 333-08146, 333-11842, 333-09350, 333-11154, 333-111112, 333-111113, 333-134355, 333-144589, 333-145981, 333-153230, 333-177510, 333-179408, 333-181375, 333-191176, 333-199904, 333-210341, 333-210343, 333-210344, 333-214584, 333-226930, 333-228911, 333-249186, 333-270969, 333-290600, and 333-290601), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

 

CONTENTS

 

This Report on Form 6-K of NICE consists of the following documents, which are attached hereto and incorporated by reference herein:

 

99.1       Press Release: NiCE Reports 10% Year-Over-Year Revenue Growth Driven by 14.6% Cloud Revenue Growth in First Quarter 2026, Dated May 6, 2026.

 


 

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.

 

 

NICE LTD.

 

By: /s/ Alon Levy 

Name: Alon Levy 

Title:  Vice President, General Counsel and Corporate Secretary

 

Dated: May 6, 2026

 

 


EXHIBIT INDEX

 

99.1       Press Release: NiCE Reports 10% Year-Over-Year Revenue Growth Driven by 14.6% Cloud Revenue Growth in First Quarter 2026, Dated May 6, 2026.

 

 
EX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1

 

 

Exhibit 99.1

 

 

 

NiCE Reports 10% Year-Over-Year Revenue Growth Driven by 14.6% Cloud

Revenue Growth in First Quarter 2026

 

· Q1 2026 AI ARR increased 66% year over year

 

· Share repurchases in Q1 2026 of $253 million

 

· Company raises full-year 2026 EPS guidance

 

Hoboken, New Jersey, May 6, 2026 - NiCE (NASDAQ: NICE) today announced results for the first quarter ended March 31, 2026, as compared to the corresponding period of the previous year.

 

First Quarter 2026 Financial Highlights*

 

GAAP Non-GAAP
Total revenue was $768.6 million and increased 9.8% Total revenue was $768.6 million and increased 9.8%
Cloud revenue was $603.4 million and increased 14.6% Cloud revenue was $603.4 million and increased 14.6%
Operating income was $126.8 million with operating margin of 16.5% Operating income was $199.7 million with operating margin of 26.0%
Diluted EPS was $0.77 Diluted EPS was $2.64
Net cash provided by operating activities was $179.2 million  

 

*For all periods presented, there were no adjustments to the GAAP revenue, and thus the non-GAAP revenue is equal to the GAAP revenue presented.

 

“We delivered a solid start to 2026, reflecting disciplined execution and strong momentum across our AI-native CX platform,” said Scott Russell, CEO of NiCE. “In the first quarter, we exceeded the high end of our guidance on both revenue and non-GAAP EPS, and delivered cloud revenue growth of 14.6% year over year. AI remains a powerful growth driver, with AI ARR increasing 66% year over year and included in 100% of our CXone enterprise deals, highlighting the growing adoption of our AI solutions at scale. International markets were another area of strength, with 30% revenue growth as we continue to expand large enterprise deployments globally.”

 

Mr. Russell continued, “Eight months after closing Cognigy, integration is ahead of plan and execution is accelerating. Together, NiCE and Cognigy offer the only fully AI-native CX platform that unifies voice, digital, and agentic AI at enterprise scale, delivering measurable outcomes for customers in production environments. AI is expanding our market opportunity beyond the contact center, and with strong bookings momentum, and increasing partner contribution, we are well positioned to extend our leadership in CX AI and drive sustained growth in 2026 and beyond.”

 

 


GAAP Financial Highlights for the First Quarter Ended March 31:

 

Revenues:

First quarter 2026 total revenues increased 9.8% year over year to $768.6 million compared to $700.2 million for the first quarter of 2025.

 

Gross Profit:

First quarter 2026 gross profit was $494.8 million compared to $468.1 million for the first quarter of 2025. First quarter 2026 gross margin was 64.4% compared to 66.9% for the first quarter of 2025.

 

Operating Income:

First quarter 2026 operating income was $126.8 million compared to $148.2 million for the first quarter of 2025. First quarter 2026 operating margin was 16.5% compared to 21.2% for the first quarter of 2025.

 

Net Income:

First quarter 2026 net income was $46.8 million compared to $129.3 million for the first quarter of 2025. First quarter 2026 net income margin was 6.1% compared to 18.5% for the first quarter of 2025.

 

Fully Diluted Earnings Per Share:

Fully diluted earnings per share for the first quarter of 2026 was $0.77 compared to $2.01 in the first quarter of 2025.

 

Cash Flow and Cash Balance:

First quarter 2026 operating cash flow was $179.2 million. In the first quarter of 2026, $253.3 million was used for share repurchases. As of March 31, 2026, total cash and cash equivalents, and short-term investments were $304.1 million, with no outstanding debt.

 

Non-GAAP Financial Highlights for the First Quarter Ended March 31:

 

Revenues:

First quarter 2026 non-GAAP total revenues increased 9.8% year over year to $768.6 million compared to $700.2 million for the first quarter of 2025.

 

Gross Profit:

First quarter 2026 non-GAAP gross profit was $525.5 million compared to $489.2 million for the first quarter of 2025. First quarter 2026 non-GAAP gross margin was 68.4% compared to 69.9% for the first quarter of 2025.

 

Operating Income:

First quarter 2026 non-GAAP operating income was $199.7 million compared to $213.6 million for the first quarter of 2025. First quarter 2026 non-GAAP operating margin was 26.0% compared to 30.5% for the first quarter of 2025.

 

Net Income:

First quarter 2026 non-GAAP net income was $160.1 million compared to $185.0 million for the first quarter of 2025. First quarter 2026 non-GAAP net income margin totaled 20.8% compared to 26.4% for the first quarter of 2025.

 

Fully Diluted Earnings Per Share:

First quarter 2026 non-GAAP fully diluted earnings per share was $2.64 compared to $2.87 for the first quarter of 2025.

 

Second Quarter and Full Year 2026 Guidance:

 

Second-Quarter 2026:

Second-quarter 2026 non-GAAP total revenues are expected to be in a range of $761 million to $771 million, representing 5.5% year over year growth at the midpoint.

Second-quarter 2026 non-GAAP fully diluted earnings per share are expected to be in a range of $2.60 to $2.70.

 

Full-Year 2026:

Full-year 2026 non-GAAP total revenues are reiterated and expected to be in a range of $3,170 million to $3,190 million, representing 8.0% year over year growth at the midpoint.

Full-year 2026 non-GAAP fully diluted earnings per share are now expected to be in a range of $10.98 to $11.18.

 

The above full year 2026 guidance includes the updated expectation of 13%-15% year over year growth in cloud revenue.

 

 


Quarterly Results Conference Call

 

NiCE management will host its earnings conference call today, May 6, 2026, at 8:30 AM ET, 13:30 GMT, 15:30 Israel, to discuss the results and the company's outlook. A live webcast and replay will be available on the Investor Relations page of the Company’s website. To access, please register by clicking here: https://www.nice.com/investor-relations/upcoming-event.

 

Explanation of Non-GAAP measures

 

Non-GAAP financial measures are included in this press release. Non-GAAP financial measures consist of GAAP financial measures adjusted to exclude share-based compensation, amortization of acquired intangible assets, acquisition related expenses, gains on intercompany foreign currency transactions, amortization of deferred financing costs, amortization of discount on debt, the tax effect of the Non-GAAP adjustments, and the tax rate impact resulting from the non-U.S. intercompany transaction.

 

The Company believes that these Non-GAAP financial measures, used in conjunction with the corresponding GAAP measures, provide investors with useful supplemental information about the ongoing financial performance of our business. Our management regularly uses our supplemental Non-GAAP financial measures internally to understand, manage and evaluate our business and to make financial, strategic and operating decisions. These Non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. Our Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. These Non-GAAP financial measures may differ materially from the Non-GAAP financial measures used by other companies. Reconciliation between results on a GAAP and Non-GAAP basis is provided in a table immediately following the Consolidated Statements of Income. The Company provides guidance only on a Non-GAAP basis. A reconciliation of guidance from a GAAP to Non-GAAP basis is not available due to the unpredictability and uncertainty associated with future events that would be reported in GAAP results and would require adjustments between GAAP and Non-GAAP financial measures, including the impact of future possible business acquisitions. Accordingly, a reconciliation of the guidance based on Non-GAAP financial measures to corresponding GAAP financial measures for future periods is not available without unreasonable effort.

 

About NiCE 

NiCE (NASDAQ: NICE) is transforming the world with AI that puts people first. Our purpose-built AI-powered platforms automate engagements into proactive, safe, intelligent actions, empowering individuals and organizations to innovate and act, from interaction to resolution. Trusted by organizations throughout 150+ countries worldwide, NiCE’s platforms are widely adopted across industries connecting people, systems, and workflows to work smarter at scale, elevating performance across the organization, delivering proven measurable outcomes. 

 

Investor Relations Contact

Ryan Gilligan, +1-551-417-2531, ir@nice.com, ET

Omri Arens, +972 3 763-0127, ir@nice.com, CET

 

Corporate Media Contact

Christopher Irwin-Dudek, +1 201 561 4442, media@nice.com, ET

 

Trademark Note: NiCE and the NiCE logo are trademarks or registered trademarks of NICE. All other marks are trademarks of their respective owners. For a full list of NiCE trademarks, please see: http://www.nice.com/nice-trademarks.

 

Forward-Looking Statements
This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements may be identified by words such as “believe”, “expect”, “seek”, “may”, “will”, “intend”, “should”, “project”, “anticipate”, “plan”, and similar expressions. Forward-looking statements are based on the current beliefs, expectations and assumptions of the Company’s management regarding the future of the Company’s business, performance, future plans and strategies, projections, anticipated events and trends, the economic environment, and other future conditions. Examples of forward-looking statements include guidance regarding the Company’s revenue and earnings and the growth of our cloud, analytics and artificial intelligence business.

 

 


Forward looking statements are inherently subject to significant uncertainties, contingencies, and risks, including, economic, competitive and other factors, which are difficult to predict and many of which are beyond the control of management. The Company cautions that these statements are not guarantees of future performance, and investors should not place undue reliance on them. There are or will be important known and unknown factors and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These factors, include, but are not limited to, risks associated with changes in economic and business conditions, competition, successful execution of the Company’s growth strategy, success and growth of the Company’s cloud Software-as-a-Service business, difficulties in making additional acquisitions or effectively integrating acquired operations, products, technologies and personnel, the Company’s dependency on third-party cloud computing platform providers, hosting facilities and service partners, rapid changes in technology and market requirements, the implementation of AI capabilities in certain products and services; decline in demand for the Company's products; inability to timely develop and introduce new technologies, products and applications, loss of market share, cyber security attacks or other security incidents, privacy concerns and legislation impacting the Company’s business, changes in currency exchange rates and interest rates, the effects of additional tax liabilities resulting from our global operations, the effect of unexpected events or geo-political conditions, including those arising from political instability or armed conflict that may disrupt our business and the global economy, our ability to recruit and retain qualified personnel, the effect of newly enacted or modified laws, regulation or standards on the Company and our products, and various other factors and uncertainties discussed in our filings with the U.S. Securities and Exchange Commission (the “SEC”).

 

You are encouraged to carefully review the section entitled “Risk Factors” in our latest Annual Report on Form 20-F and our other filings with the SEC for additional information regarding these and other factors and uncertainties that could affect our future performance. The forward-looking statements contained in this press release speak only as of the date hereof, and the Company undertakes no obligation to update or revise them, whether as a result of new information, future developments or otherwise, except as required by law.

 

###

 

 


NICE LTD. AND SUBSIDIARIES            
CONDENSED CONSOLIDATED BALANCE SHEETS            
U.S. dollars in thousands            
             
    March 31,     December 31,  
    2026     2025  
    Unaudited     Audited  
             
ASSETS            
             
CURRENT ASSETS:                
Cash and cash equivalents   $ 257,539     $ 379,388  
Short-term investments     46,528       38,010  
Trade receivables     767,275       737,954  
Prepaid expenses and other current assets     230,404       223,780  
                 
Total current assets     1,301,746       1,379,132  
                 
LONG-TERM ASSETS:                
Property and equipment, net     194,095       189,395  
Deferred tax assets     178,867       198,213  
Other intangible assets, net     551,482       587,599  
Operating lease right-of-use assets     75,850       78,064  
Goodwill     2,437,484       2,440,532  
Prepaid expenses and other long-term assets     243,121       233,095  
                 
Total long-term assets     3,680,899       3,726,898  
                 
TOTAL ASSETS   $ 4,982,645     $ 5,106,030  
                 
LIABILITIES AND SHAREHOLDERS' EQUITY                
                 
CURRENT LIABILITIES:                
Trade payables   $ 101,917     $ 100,782  
Deferred revenues and advances from customers     356,096       303,911  
Current maturities of operating leases     13,591       13,742  
Accrued expenses and other liabilities     591,244       469,192  
                 
Total current liabilities     1,062,848       887,627  
                 
LONG-TERM LIABILITIES:                
Deferred revenues and advances from customers     57,479       61,392  
Operating leases     72,485       75,059  
Deferred tax liabilities     16,454       109,993  
Other long-term liabilities     96,999       95,431  
                 
Total long-term liabilities     243,417       341,875  
                 
SHAREHOLDERS' EQUITY                
Nice Ltd's equity     3,676,380       3,876,528  
                 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $ 4,982,645     $ 5,106,030  

 

 


NICE LTD. AND SUBSIDIARIES            
CONSOLIDATED STATEMENTS OF INCOME            
U.S. dollars in thousands (except per share amounts)            
             
    Quarter ended  
    March 31,  
    2026     2025  
    Unaudited     Unaudited  
             
Revenue:            
Cloud   $ 603,365     $ 526,323  
Services     123,968       140,203  
Product     41,284       33,666  
Total revenue     768,617       700,192  
                 
Cost of revenue:                
Cloud     219,410       179,474  
Services     48,270       46,243  
Product     6,138       6,363  
Total cost of revenue     273,818       232,080  
                 
Gross profit     494,799       468,112  
                 
Operating expenses:                
Research and development, net     97,476       89,102  
Selling and marketing     185,106       161,434  
General and administrative     85,467       69,407  
Total operating expenses     368,049       319,943  
                 
Operating income     126,750       148,169  
                 
Financial and other income, net     (19,318 )     (15,850 )
                 
Income before tax     146,068       164,019  
Taxes on income     99,254       34,729  
Net income   $ 46,814     $ 129,290  
                 
Earnings per share:                
Basic   $ 0.78     $ 2.04  
Diluted   $ 0.77     $ 2.01  
                 
Weighted average shares outstanding:                
Basic     59,920       63,354  
Diluted     60,603       64,368  

 

 


NICE LTD. AND SUBSIDIARIES            
CONSOLIDATED CASH FLOW STATEMENTS            
U.S. dollars in thousands            
    Quarter ended  
    March 31,  
    2026     2025  
    Unaudited     Unaudited  
             
Operating Activities                
                 
Net income   $ 46,814     $ 129,290  
Adjustments to reconcile net income to net cash provided by operating activities:                
Depreciation and amortization     61,842       43,441  
Share-based compensation     35,392       43,337  
Amortization of premium and discount and accrued interest on marketable securities     (109 )     (2,275 )
Deferred taxes, net     (74,061 )     (21,537 )
Changes in operating assets and liabilities:                
Trade Receivables, net     (30,141 )     4,678  
Prepaid expenses and other current assets     9,190       28,555  
Operating lease right-of-use assets     2,960       5,897  
Trade payables     2,291       (53,291 )
Accrued expenses and other current liabilities     96,097       49,518  
Deferred revenue     49,426       69,574  
Operating lease liabilities     (3,443 )     (10,189 )
Amortization of discount on debt           421  
Gains on intercompany foreign currency transactions     (17,835 )      
Other     823       (2,348 )
  Net cash provided by operating activities     179,246       285,071  
                 
Investing Activities                
                 
Purchase of property and equipment     (9,376 )     (3,667 )
Purchase of Investments     (15,748 )     (49,454 )
Proceeds from sales of marketable investments     7,192       58,358  
Capitalization of internal use software costs     (21,080 )     (16,766 )
Payments for business acquisitions, net of cash acquired           (36,466 )
Net cash used in investing activities     (39,012 )     (47,995 )
                 
Financing Activities                
                 
Proceeds from issuance of shares upon exercise of options     57       675  
Purchase of treasury shares     (253,250 )     (252,329 )
Payment of deferred financing costs     (2,470 )      
 Net cash used in financing activities     (255,663 )     (251,654 )
                 
Effect of exchange rates on cash and cash equivalents     (2,870 )     1,147  
                 
Net change in cash, cash equivalents and restricted cash     (118,299 )     (13,431 )
Cash, cash equivalents and restricted cash, beginning of period   $ 382,007     $ 485,032  
                 
Cash, cash equivalents and restricted cash, end of period   $ 263,708     $ 471,601  
                 
Reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheet:                
Cash and cash equivalents   $ 257,539     $ 469,532  
Restricted cash included in other current assets   $ 6,169     $ 2,069  
Total cash, cash equivalents and restricted cash shown in the statement of cash flows   $ 263,708     $ 471,601  

 

 


NICE LTD. AND SUBSIDIARIES            
RECONCILIATION OF GAAP TO NON-GAAP RESULTS            
U.S. dollars in thousands (except per share amounts)            
             
    Quarter ended  
    March 31,  
    2026     2025  
GAAP revenues   $ 768,617     $ 700,192  
Non-GAAP revenues   $ 768,617     $ 700,192  
                 
GAAP cost of revenue   $ 273,818     $ 232,080  
Amortization of acquired intangible assets on cost of cloud     (26,942 )     (15,403 )
Cost of cloud revenue adjustment (1)     (2,391 )     (3,178 )
Cost of services revenue adjustment (1)     (1,320 )     (2,455 )
Cost of product revenue adjustment (1)     (9 )     (22 )
Non-GAAP cost of revenue   $ 243,156     $ 211,022  
                 
GAAP gross profit   $ 494,799     $ 468,112  
Gross profit adjustments     30,662       21,058  
Non-GAAP gross profit   $ 525,461     $ 489,170  
                 
GAAP operating expenses   $ 368,049     $ 319,943  
Research and development (1)     (3,282 )     (4,693 )
Sales and marketing (1)     (10,288 )     (15,414 )
General and administrative (1,2)     (19,585 )     (19,558 )
Amortization of acquired intangible assets     (9,155 )     (4,693 )
Non-GAAP operating expenses   $ 325,739     $ 275,585  
                 
GAAP financial and other income, net   $ (19,318 )   $ (15,850 )
Amortization of discount on debt           (421 )
Amortization of deferred financing costs     (128 )      
Gains on intercompany foreign currency transactions     17,835        
Non-GAAP financial and other income, net   $ (1,611 )   $ (16,271 )
                 
GAAP taxes on income   $ 99,254     $ 34,729  
Tax adjustments re non-GAAP adjustments     (57,981 )     10,093  
Non-GAAP taxes on income   $ 41,273     $ 44,822  
                 
GAAP net income   $ 46,814     $ 129,290  
Amortization of acquired intangible assets     36,097       20,096  
Share-based compensation (1)     36,875       44,925  
Acquisition related expenses (2)           395  
Amortization of discount on debt           421  
Amortization of deferred financing costs     128        
Gains on intercompany foreign currency transactions     (17,835 )      
Tax adjustments re non-GAAP adjustments     57,981       (10,093 )
Non-GAAP net income   $ 160,060     $ 185,034  
                 
GAAP diluted earnings per share   $ 0.77     $ 2.01  
                 
Non-GAAP diluted earnings per share   $ 2.64     $ 2.87  
                 
Shares used in computing GAAP diluted earnings per share     60,603       64,368  
                 
Shares used in computing non-GAAP diluted earnings per share     60,603       64,368  

 

 



NICE LTD. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP RESULTS  (continued)
U.S. dollars in thousands

 

(1) Share-based compensation

 

    Quarter ended  
    March 31,  
    2026     2025  
             
Cost of cloud revenue   $ 2,391     $ 3,178  
Cost of services revenue     1,320       2,455  
Cost of product revenue     9       22  
Research and development     3,282       4,693  
Sales and marketing     10,288       15,414  
General and administrative     19,585       19,163  
    $ 36,875     $ 44,925  

 

(2) Acquisition related expenses

 

    Quarter ended  
    March 31,  
    2026     2025  
             
Cost of cloud revenue   $     $  
Research and development            
Sales and marketing            
General and administrative           395  
    $     $ 395  

 

 


NICE LTD. AND SUBSIDIARIES      
RECONCILIATION OF GAAP NET INCOME TO NON-GAAP EBITDA    
U.S. dollars in thousands      
         
    Quarter ended  
    March 31,  
    2026     2025  
    Unaudited     Unaudited  
             
GAAP net income   $ 46,814     $ 129,290  
Non-GAAP adjustments:                
Depreciation and amortization     61,842       43,441  
Share-based compensation     35,392       43,337  
Financial and other income, net     (19,318 )     (15,850 )
Acquisition related expenses           395  
Taxes on income     99,254       34,729  
Non-GAAP EBITDA   $ 223,984     $ 235,342  

 

 


NICE LTD. AND SUBSIDIARIES      
NON-GAAP RECONCILIATION - FREE CASH FLOW FROM CONTINUING OPERATIONS
U.S. dollars in thousands      
         
    Quarter ended  
    March 31,  
    2026     2025  
    Unaudited     Unaudited  
             
  Net cash provided by operating activities   $ 179,246     $ 285,071  
                 
Purchase of property and equipment     (9,376 )     (3,667 )
Capitalization of internal use software costs     (21,080 )     (16,766 )
                 
  Free Cash Flow (a)   $ 148,790     $ 264,638  

 

(a)        Free cash flow from continuing operations is defined as operating cash flows from continuing operations less capital expenditures of the continuing operations and less capitalization of internal use software costs.