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6-K 1 audltd6k050426.htm FORM 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

 

 

Report of Foreign Private Issuer

 

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

of the Securities Exchange Act of 1934

 

For the Month of May 2026

 

Commission file number 0-30070

 

AUDIOCODES LTD.

(Translation of registrant’s name into English)

 

6 Ofra Haza Street ● Or Yehuda ● ISRAEL

(Address of principal executive office)

 

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 ☐

 

 

 

 


 

On May 5, 2026, AudioCodes Ltd. (the “Registrant” or the “Company”) issued a press release announcing financial results for the first quarter of 2026 and other matters. A copy of this press release is attached hereto as Exhibit 1 and incorporated by reference herein.

 

The information set forth in (a) the second, third and sixth paragraphs following the heading “Details” and the paragraphs following the heading “Share Buy Back Program and Cash Dividend” and (b) the condensed consolidated balance sheets, condensed consolidated statements of operations and condensed consolidated statements of cash flows contained in the press release attached as Exhibit 1 to this Report on Form 6-K are hereby incorporated by reference into (i) the Registrant’s Registration Statement on Form S-8, File No. 333-11894; (ii) the Registrant’s Registration Statement on Form S-8, File No. 333-13268; (iii) the Registrant’s Registration Statement on Form S-8, File No. 333-105473; (iv) the Registrant’s Registration Statement on Form S-8, File No. 333-144825; (v) the Registrant’s Registration Statement on Form S-8, File No. 333-160330; (vi) the Registrant’s Registration Statement on Form S-8, File No. 333-170676; (vii) the Registrant’s Registration Statement on Form S-8, File No. 333-190437; (viii) the Registrant’s Registration Statement on Form S-8, File No. 333-210438; (ix) the Registrant’s Registration Statement on Form S-8, File No. 333-230388; (x) the Registrant’s Registration Statement on Form S-8, File No. 333-264535; and (xi) the Registrant’s Registration Statement on Form S-8, File No. 333-294728.

 

1


 

EXHIBIT INDEX

 

Exhibit No.   Description
1   Press release, dated May 5, 2026, announcing financial results for the first quarter of 2026 and other matters.

 

2


 

SIGNATURE

 

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.

 

  AUDIOCODES LTD.
  (Registrant)
   
  By: /s/ NIRAN BARUCH
    Niran Baruch
    Vice President Finance and Chief Financial Officer

 

Dated: May 5, 2026

 

3

 

EX-1 2 audltdex1.htm EXHIBIT 1

Exhibit 1

 

 

D R A F T P R E S S R E L E A S E

 

Company Contacts    

Niran Baruch,
Chief Financial Officer
AudioCodes

Tel: +972-3-976-4000
niran.baruch@audiocodes.com

 

Roger L. Chuchen

VP, Investor Relations
AudioCodes

Tel: 732-764-2552

roger.chuchen@audiocodes.com

 

AudioCodes Reports First Quarter 2026 Results

 

Or Yehuda, Israel – May 5, 2026 - AudioCodes (NASDAQ: AUDC) Press Release

 

First Quarter Highlights

 

Quarterly revenues increased by 2.9% year-over-year to $62.1 million;

 

Quarterly services revenues increased by 4.3% year-over-year to $34.0 million;

 

GAAP results:

 

Quarterly GAAP gross margin was 66.2%;

 

Quarterly GAAP operating margin was 5.4%;

 

Quarterly GAAP net income was $2.0 million, or $0.07 per diluted share.

 

Non-GAAP results:

 

Quarterly Non-GAAP gross margin was 66.3%;

 

Quarterly Non-GAAP operating margin was 7.7%;

 

Quarterly Non-GAAP net income was $3.8 million, or $0.14 per diluted share;

 

Net cash provided by operating activities was $12.8 million for the quarter.

 

AudioCodes repurchased 1,740,329 of its ordinary shares during the quarter at an aggregate cost of $13.7 million.

 

AudioCodes Reports First Quarter 2026 Results

Page 1 of 10

 

 

Details

 

AudioCodes (the “Company”), a global leader in enterprise voice and VoiceAI business solutions, today announced its financial results for the first quarter ended March 31, 2026.

 

Revenues for the first quarter of 2026 were $62.1 million compared to $60.4 million for the first quarter of 2025.

 

Net income was $2.0 million, or $0.07 per diluted share, for the first quarter of 2026 compared to net income of $4.0 million, or $0.13 per diluted share, for the first quarter of 2025.

 

On a Non-GAAP basis, net income was $3.8 million, or $0.14 per diluted share, for the first quarter of 2026 compared to $4.7 million, or $0.15 per diluted share, for the first quarter of 2025.

 

Non-GAAP net income excludes: (i) share-based compensation expenses; (ii) amortization expenses related to intangible assets; and (iii) financial income (expenses) related to exchange rate differences in connection with revaluation of assets and liabilities in non-dollar denominated currencies. Non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income and non-GAAP operating margin exclude: (i) share-based compensation expenses and (ii) amortization expenses related to intangible assets. Reconciliations of the non-GAAP measures to their most directly comparable GAAP measures are provided in the tables that accompany the condensed consolidated financial statements contained in this press release.

 

Net cash provided by operating activities was $12.8 million for the first quarter of 2026. Cash and cash equivalents, short-term bank deposits, short-term marketable securities, and long-term financial investments were $68.1 million as of March 31, 2026 compared to $75.7 million as of December 31, 2025. The decrease in cash and cash equivalents, short-term bank deposits, short-term marketable securities and long-term financial investments was the result of the use of cash for the continued repurchasing of the Company’s ordinary shares pursuant to its share repurchase program and the payment of a cash dividend during the quarter. This was partially offset by cash generated from operating activities.

 

AudioCodes Reports First Quarter 2026 Results

Page 2 of 10

 

 

“I am pleased to announce strong financial results for the first quarter of 2026, reflecting effective execution of our strategic initiatives. In the first quarter of 2026, we made important progress in our transformation into an AI-driven hybrid cloud software and services organization,” stated Shabtai Adlersberg, President and Chief Executive Officer of AudioCodes.

 

The first-quarter results were propelled by sustained momentum across our two principal growth pillars: the Live suite of managed services for UCaaS and CX, alongside our Conversational AI (CAI) business. Collectively, these segments advanced Annual Recurring Revenue (ARR) to $80 million, marking an increase of nearly 20% compared to the year ago period. Conversational AI business grew by over 50% year-over-year, underscoring extensive demand for our Voice AI portfolio. Voca CIC, our Teams-certified contact center solution, achieved record revenues for the quarter. Additionally, our VAIC and Live Hub products secured significant new client acquisitions and expansions within the existing customer base, driven by the rising adoption of virtual agent and agent assist applications.

 

Meeting Insights, our enterprise-grade cloud meeting intelligence platform, continues to experience substantial interest and increasing opportunities. The On-Prem version of Meeting Insights has also witnessed growing demand, fueled by the need for edge computing solutions, which provides enhanced control of data sovereignty, improved service availability, and cost reduction.

 

“We have seen continued strong positive operational cash flow. We believe that our increased investments in the Voice AI market will prove beneficial to our business expansion in the coming years. Overall, we achieved our operational and financial targets through maintaining budgetary and managerial discipline. The ongoing investments in Live services and Voice AI have significantly contributed to our current success and position us favorably for continued healthy top-line growth throughout the remainder of 2026,” concluded Mr. Adlersberg.

 

AudioCodes Reports First Quarter 2026 Results

Page 3 of 10

 

 

Share Buy Back Program and Cash Dividend

 

In October 2025, the Company received court approval in Israel to purchase up to an aggregate amount of $25 million of ordinary shares. The court approval also permits AudioCodes to declare a dividend out of any part of this amount. The approval was valid through April 27, 2026.

 

On February 3, 2026, the Company declared a cash dividend of 20 cents per share. The dividend, in the aggregate amount of approximately $5.3 million, was paid on March 6, 2026, to all of the Company’s shareholders of record on February 20, 2026.

 

During the quarter ended March 31, 2026, the Company acquired 1,740,329 of its ordinary shares under its share repurchase program for a total consideration of $13.7 million.

 

As of March 31, 2026, the Company had $1.6 million available under this approval for the repurchase of shares and/or declaration of cash dividends.

 

As of March 31, 2026, the total outstanding shares of the Company are 25,453,614.

 

Conference Call & Web Cast Information

 

AudioCodes will conduct a conference call at 8:30 A.M., Eastern Time today to discuss the Company’s first quarter of 2026 operating performance, financial results and outlook. Interested parties may participate in the conference call by dialing one of the following numbers:

 

United States Participants: 888-506-0062

 

International Participants: +1 (973) 528-0011

 

The conference call will also be simultaneously webcast. Investors are invited to listen to the call live via webcast at the AudioCodes investor website at http://www.audiocodes.com/investors-lobby.

 

AudioCodes Reports First Quarter 2026 Results

Page 4 of 10

 

 

Follow AudioCodes’ social media channels:

 

AudioCodes invites you to join our online community and follow us on: AudioCodes Voice Blog, LinkedIn, X, Facebook, and YouTube.

 

About AudioCodes

 

AudioCodes Ltd. (NASDAQ, TASE: AUDC) is a global leader in enterprise voice and VoiceAI business solutions. We help organizations unlock the full value of voice, transforming every conversation, whether human or AI, into a strategic asset that drives better business outcomes. Our portfolio spans voice connectivity, unified communications and contact center integration, and next-generation voice AI applications that enhance collaboration, automate workflows and deliver real-time insights. With over 30 years of global experience and trusted by 65 of the Fortune 100, AudioCodes powers the intelligent enterprise, connecting people, platforms and data to move business forward.

 

For more information on AudioCodes, visit http://www.audiocodes.com.

 

Statements concerning AudioCodes’ business outlook or future economic performance, product introductions and plans and objectives related thereto, and statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters, are “forward-looking statements’’ as that term is defined under U.S. federal securities laws. Forward-looking statements are subject to various risks, uncertainties and other factors that could cause actual results to differ materially from those stated in such statements. These risks, uncertainties and factors include, but are not limited to, the following: the effect of global economic conditions in general and conditions in AudioCodes’ industry and target markets in particular, including governmental undertakings to address such conditions; shifts in supply and demand; market acceptance of new products and the demand for existing products; the impact of competitive products and pricing on AudioCodes’ and its customers’ products and markets; timely product and technology development, upgrades, the advent of artificial intelligence and the ability to manage changes in market conditions and evolving regulatory regimes, as applicable; possible need for additional financing; the ability to satisfy covenants in AudioCodes’ financing agreements; possible impacts and disruptions from AudioCodes’ acquisitions, including the ability of AudioCodes to successfully integrate the products and operations of acquired companies into AudioCodes’ business; possible adverse impacts attributable to any pandemic or other public health crisis on our business and results of operations; the effects of the current and any future hostilities involving Israel, including in the regions in which we or our counterparties operate, which may affect our operations and may limit our ability to produce and sell our solutions; any disruption in our operations by the obligations of our personnel to perform military service as a result of current or future military actions involving Israel; and any other factors described in AudioCodes’ filings made with the U.S. Securities and Exchange Commission from time to time. AudioCodes assumes no obligation to update the information in this release.

 

©2026 AudioCodes Ltd. All rights reserved. AudioCodes, AC, HD VoIP, HD VoIP Sounds Better, IPmedia, Mediant, MediaPack, What’s Inside Matters, OSN, SmartTAP, User Management Pack, VMAS, VoIPerfect, VoIPerfectHD, Your Gateway To VoIP, 3GX, AudioCodes One Voice, AudioCodes Meeting Insights, and AudioCodes Room Experience are trademarks or registered trademarks of AudioCodes Limited. All other products or trademarks are property of their respective owners. Product specifications are subject to change without notice.

 

AudioCodes Reports First Quarter 2026 Results

Page 5 of 10

 

 

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

U.S. dollars in thousands

 

    March 31,     December 31,  
    2026     2025  
    (Unaudited)     (Unaudited)  
ASSETS            
             
CURRENT ASSETS:            
Cash and cash equivalents   $ 40,928     $ 45,282  
Short-term bank deposits     242       239  
Short-term marketable securities     24,426       27,350  
Trade receivables, net     56,596       67,358  
Other receivables and prepaid expenses     19,431       19,064  
Inventories     22,940       22,032  
                 
Total current assets     164,563       181,325  
                 
LONG-TERM ASSETS:                
Long-term Trade receivables   $ 14,161     $ 13,065  
Long-term financial investments     2,490       2,790  
Deferred tax assets     7,217       7,773  
Operating lease right-of-use assets     29,433       30,077  
Severance pay funds     21,124       21,163  
                 
Total long-term assets     74,425       74,868  
                 
PROPERTY AND EQUIPMENT, NET     29,111       29,248  
                 
GOODWILL, INTANGIBLE ASSETS AND OTHER, NET     37,568       37,579  
                 
Total assets   $ 305,667     $ 323,020  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY                
                 
CURRENT LIABILITIES:                
Trade payables     7,659       6,416  
Other payables and accrued expenses     26,020       30,284  
Deferred revenues     41,786       38,243  
Short-term operating lease liabilities     6,544       6,635  
                 
Total current liabilities     82,009       81,578  
                 
LONG-TERM LIABILITIES:                
Accrued severance pay   $ 17,987     $ 18,278  
Deferred revenues and other liabilities     20,730       20,517  
Long-term operating lease liabilities     30,841       31,348  
                 
Total long-term liabilities     69,558       70,143  
                 
Total shareholders’ equity     154,100       171,299  
Total liabilities and shareholders’ equity   $ 305,667     $ 323,020  

 

AudioCodes Reports First Quarter 2026 Results

Page 6 of 10

 

 

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

U.S. dollars in thousands, except per share data

 

    Three months ended  
    March 31,  
    2026     2025  
    (Unaudited)  
Revenues:            
Products   $ 28,130     $ 27,775  
Services     34,013       32,599  
                 
Total Revenues     62,143       60,374  
                 
Cost of revenues:                
Products     9,911       11,017  
Services     11,107       10,223  
                 
Total Cost of revenues     21,018       21,240  
                 
Gross profit     41,125       39,134  
                 
Operating expenses:                
Research and development, net     14,058       13,026  
Selling and marketing     19,680       18,561  
General and administrative     4,023       3,902  
                 
Total operating expenses     37,761       35,489  
                 
Operating income     3,364       3,645  
Financial income (expenses), net     (382 )     1,716  
                 
Income before taxes on income     2,982       5,361  
Taxes on income, net     (1,029 )     (1,345 )
                 
Net income   $ 1,953     $ 4,016  
                 
Basic net earnings per share   $ 0.07     $ 0.14  
                 
Diluted net earnings per share   $ 0.07     $ 0.13  
                 
Weighted average number of shares used in computing basic net earnings per share (in thousands)     26,468       29,528  
                 
Weighted average number of shares used in computing diluted net earnings per share (in thousands)     26,891       30,045  

 

AudioCodes Reports First Quarter 2026 Results

Page 7 of 10

 

 

AUDIOCODES LTD. AND ITS SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP RESULTS

 

U.S. dollars in thousands, except per share data

 

    Three months ended  
    March 31,  
    2026     2025  
    (Unaudited)  
             
Gross profit   $ 41,125     $ 39,134  
Gross margin     66.2 %     64.8 %
Share-based compensation (1)     78       95  
Amortization expenses (2)     -       122  
Non-GAAP gross profit     41,203       39,351  
Non-GAAP gross margin     66.3 %     65.2 %
                 
Operating income   $ 3,364     $ 3,645  
Operating margin     5.4 %     6.0 %
Share-based compensation (1)     1,389       1,588  
Amortization expenses (2)     11       133  
Non-GAAP operating income     4,764       5,366  
Non-GAAP operating margin     7.7 %     8.9 %
                 
Net income   $ 1,953     $ 4,016  
Net earnings per share   $ 0.07     $ 0.13  
Share-based compensation (1)     1,389       1,588  
Amortization expenses (2)     11       133  
Exchange rate differences (3)     408       (1,035 )
Non-GAAP net income   $ 3,761     $ 4,702  
Non-GAAP diluted net earnings per share   $ 0.14     $ 0.15  
Weighted average number of shares used in computing Non-GAAP diluted net earnings per share (in thousands)     27,719       30,725  

 

(1) Share-based compensation expenses related to options and restricted share units granted to employees and others.
(2) Amortization expenses related to intangible assets.
(3) Financial income (expenses) related to exchange rate differences in connection with revaluation of assets and liabilities in non-dollar denominated currencies.

 

Note: Non-GAAP measures should be considered in addition to, and not as a substitute for, the results prepared in accordance with GAAP. The Company believes that non-GAAP information is useful because it can enhance the understanding of its ongoing economic performance and therefore uses internally this non-GAAP information to evaluate and manage its operations. The Company has chosen to provide this information to investors to enable them to perform comparisons of operating results in a manner similar to how the Company analyzes its operating results and because many comparable companies report this type of information. The non-GAAP measures used by the Company may not be comparable to similarly titled non-GAAP measures used by other companies.

 

AudioCodes Reports First Quarter 2026 Results

Page 8 of 10

 

 

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

U.S. dollars in thousands

 

    Three months ended  
    March 31,  
    2026     2025  
    (Unaudited)  
Cash flows from operating activities:                
Net income   $ 1,953     $ 4,016  
Adjustments required to reconcile net income to net cash provided by operating activities:                
Depreciation and amortization     1,081       954  
Amortization of marketable securities premiums and accretion of discounts, net     78       104  
Decrease (increase) in accrued severance pay, net     (252 )     133  
Share-based compensation expenses     1,389       1,588  
Decrease in deferred tax assets, net     525       619  
Cash financial loss (income), net     239       53  
Decrease in operating lease right-of-use assets     1,206       746  
Decrease in operating lease liabilities     (1,160 )     (1,543 )
Decrease in trade receivables, net     9,666       786  
Decrease (increase) in other receivables and prepaid expenses     (367 )     2,383  
Decrease (increase) in inventories     (955 )     2,855  
Increase (decrease) in trade payables     1,614       (1,289 )
Decrease in other payables and accrued expenses     (6,159 )     (2,595 )
Increase in deferred revenues     3,963       4,647  
                 
Net cash provided by (used in) operating activities     12,821       13,457  
                 
Cash flows from investing activities:                
Proceeds from short-term deposits     (3 )     1  
Proceeds from financial investment     34       113  
Proceeds from maturity of marketable securities     3,000       3,200  
Purchase of financial investments     -       (442 )
Purchase of property and equipment     (1,245 )     (1,474 )
                 
Net cash provided by (used in) investing activities     1,786       1,398  

 

AudioCodes Reports First Quarter 2026 Results

Page 9 of 10

 

 

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 

U.S. dollars in thousands

 

    Three months ended  
    March 31,  
    2026     2025  
    (Unaudited)  
Cash flows from financing activities:            
Purchase of treasury shares     (13,672 )     (5,208 )
Cash dividends paid to shareholders     (5,289 )     (5,326 )
                 
Proceeds from issuance of shares upon exercise of options     -       63  
                 
Net cash used in financing activities     (18,961 )     (10,471 )
                 
Net increase (decrease) in cash, cash equivalents     (4,354 )     4,384  
                 
Cash, cash equivalents at beginning of period     45,282       58,749  
                 
Cash, cash equivalents at end of period   $ 40,928     $ 63,133  

 

AudioCodes Reports First Quarter 2026 Results

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