UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECU ...

Core Viewpoint - MIND C.T.I. Ltd. reported a decrease in revenues for 2025 due to challenging market conditions, including industry consolidation and increased pricing pressure from AI-driven solutions, which are expected to continue into 2026 [5] Financial Highlights of Q4 2025 - Revenues for Q4 2025 were $4.9 million, a decrease from $5.2 million in Q4 2024 [9] - Operating income was $0.8 million, or 17% of total revenue, down from $1.3 million, or 25% of revenue in Q4 2024 [9] - Net income was $1.0 million, or $0.05 per share, compared to $1.2 million, or $0.06 per share in Q4 2024 [9] - Cash flow from operating activities was $1.2 million, an increase from $0.3 million in Q4 2024 [9] Financial Highlights of Full Year 2025 - Total revenues for 2025 were $19.4 million, down from $21.4 million in 2024 [9] - Operating income was $2.1 million, or 11% of total revenue, compared to $4.4 million, or 20% of total revenue in 2024 [9] - Net income was $2.6 million, or $0.13 per share, down from $4.6 million, or $0.23 per share in 2024 [9] - Cash flow from operating activities was $4.0 million, slightly down from $4.1 million in 2024 [9] - Cash position as of December 31, 2025, was approximately $13.6 million [9] Revenue Distribution - In Q4 2025, revenues from Europe represented 55%, the Americas 39%, and the rest of the world 6% [6] - For the full year 2025, revenues from Europe represented 59%, the Americas 34%, and the rest of the world 7% [8] - In Q4 2025, customer care and billing software generated $2.6 million (54% of total revenues), enterprise messaging $1.6 million (32%), and enterprise UC analytics $0.7 million (14%) [6] - For the full year 2025, customer care and billing software revenues were $9.6 million (50%), enterprise messaging $6.9 million (35%), and enterprise UC analytics $2.9 million (15%) [10] Follow-on Orders - Throughout 2025, MIND CTI received multiple follow-on orders from existing customers, primarily for license upgrades and enhancements [11] Share Buyback - The Board of Directors approved a transition from an annual dividend to a share repurchase program [12] Annual General Meeting (AGM) - The 2026 AGM is scheduled for May 6, 2026, with shareholders entitled to vote if they are recorded by April 1, 2026 [13]

MIND Financial Presentation Q4/2025 2 Safe Harbor This presentation may contain statements that are forward looking. These statements are based on management's beliefs and assumptions and on information currently available to management. Forward- looking statements are not guarantees of future performance, and actual results may materially differ. The forward-looking statements involve risks, uncertainties, and assumptions, including the risks discussed in the Company's filings with the United States Securi ...

Core Insights - MIND C.T.I. Ltd (MNDO) is identified as a potentially undervalued stock, specializing in billing and customer care software for telecom and enterprise clients globally [1][11]. Business Overview - MIND develops and supports convergent billing and customer care software, enabling telecom operators and enterprises to manage complex billing and customer relationships [2]. - The software suite includes real-time billing, mediation, analytics, and revenue management, offering clients flexibility and scalability [2]. Financial Performance - MNDO has over two decades of operational history, generating recurring high-margin revenue from multi-year service contracts [3]. - The company maintains a debt-free balance sheet and a disciplined dividend policy, with a market cap of approximately US $21.6 million and an enterprise value of about US $11 million [3][6]. Valuation Metrics - The intrinsic value to price (IV/P) ratio for MNDO is 2.10, indicating that its intrinsic value is estimated to be around 110% higher than its current market price, suggesting strong potential undervaluation [5][11]. - The Acquirer's Multiple stands at 3.67, indicating that the market is pricing the company as if its cash flows will decline permanently, despite consistent cash generation [6][11]. Revenue & Profitability - For the trailing twelve months (TTM), MNDO reported revenue of US $20.2 million, operating income of US $2.7 million, and a net income of US $3.1 million, reflecting a net margin of approximately 15% [7]. - The company has maintained positive profitability across market cycles, demonstrating effective expense management and strong client retention [7]. Balance Sheet Strength - MIND has cash and equivalents totaling US $15.8 million, with total debt of only US $0.83 million, resulting in substantial net cash of approximately US $15 million [8]. - The company’s working capital is around US $15.6 million, indicating negligible liquidity risk [8]. Capital Returns - The dividend yield for MNDO is estimated at 8-9%, with dividends paid totaling US $4.5 million for the TTM, funded by accumulated cash reserves [10]. - The company has a sustainable dividend policy due to low reinvestment needs, allowing it to return most free cash flow to shareholders [10]. Conclusion - With strong financial metrics, including an IV/P of 2.10 and a free cash flow yield of about 13%, MNDO is positioned as a cash-rich micro-cap compounder trading at deep-value levels, appealing to investors seeking steady dividends and downside protection [12].

Core Viewpoint - MIND C.T.I. Ltd has announced its third quarter results for 2025, highlighting a focus on innovation and operational excellence despite a challenging market environment. The company has also approved a share repurchase program to enhance shareholder value [1][12][13]. Q3 2025 Financial Highlights - Revenues for Q3 2025 were $4.8 million, a decrease from $5.2 million in Q3 2024, representing a year-over-year decline of approximately 7.7% [9]. - Operating income for Q3 2025 was $0.6 million, down from $0.7 million in the same quarter of the previous year [9]. - Net income for Q3 2025 was $0.7 million, or $0.03 per share, compared to $0.9 million, or $0.05 per share in Q3 2024 [9]. - Cash flow from operating activities was $1.2 million, an increase from $1.0 million in Q3 2024 [9]. - The cash position as of September 30, 2025, was $12.5 million [9]. Nine Months Financial Highlights - Total revenues for the first nine months of 2025 were $14.6 million, down from $16.2 million in the same period of 2024, indicating a decline of approximately 9.9% [9]. - Operating income for the first nine months was $1.3 million, compared to $3.1 million in the same period of the previous year [9]. - Net income for the first nine months was $1.7 million, or $0.08 per share, down from $3.4 million, or $0.17 per share in the first nine months of 2024 [9]. - Cash flow from operating activities in the first nine months of 2025 was $2.8 million, compared to $3.8 million in the same period of 2024 [9]. Revenue Distribution - In Q3 2025, revenue distribution was as follows: Europe 59% (with Germany's messaging segment contributing 36%), Americas 35%, and the rest of the world 6% [6]. - For the first nine months of 2025, revenue distribution was: Europe 60% (Germany's messaging segment 36%), Americas 33%, and the rest of the world 7% [8]. - Revenue from customer care and billing software was $2.3 million, or 47% of total revenues in Q3 2025 [7]. - Revenue from maintenance and additional services was $4.7 million, or 96% of total revenues in Q3 2025 [10]. Share Repurchase Program - The Board of Directors approved a plan to repurchase up to $2.4 million of outstanding ordinary shares, transitioning from an annual dividend to a share repurchase program [12][13]. - The decision reflects a commitment to disciplined capital allocation and shareholder value creation, with the belief that the buyback will deliver value without compromising growth plans [13].

Core Viewpoint - MIND C.T.I. Ltd. reported a decline in financial performance for Q2 2025, attributed to shrinking markets and strong competition, while emphasizing ongoing investments in key areas to adapt to market needs [5][10]. Financial Highlights - Total revenues for Q2 2025 were $4.8 million, down from $5.3 million in Q2 2024, primarily due to a decrease in the billing segment [10]. - Operating income for Q2 2025 was $0.3 million (6% of total revenues), compared to $1.1 million (20% of total revenues) in Q2 2024 [10]. - Net income for Q2 2025 was $0.5 million ($0.02 per share), down from $1.1 million ($0.06 per share) in Q2 2024 [10]. - Cash flow from operating activities in Q2 2025 was $0.9 million, compared to $2.0 million in Q2 2024 [10]. Six Months Financial Highlights - Total revenues for the first six months of 2025 were $9.7 million, down from $11.0 million in the same period of 2024 [10]. - Operating income for the first six months of 2025 was $0.6 million (7% of total revenues), compared to $2.3 million (21% of total revenues) in the first six months of 2024 [10]. - Net income for the first six months of 2025 was $1.0 million ($0.05 per share), down from $2.5 million ($0.12 per share) in the first six months of 2024 [10]. - Cash flow from operating activities in the first six months of 2025 was $1.6 million, compared to $2.9 million in the first six months of 2024 [10]. Revenue Distribution - In Q2 2025, revenues from customer care and billing software were $2.2 million (47% of total revenues), enterprise messaging and payment solutions were $1.8 million (38%), and enterprise call accounting software was $0.7 million (15%) [8]. - For the first six months of 2025, revenues from customer care and billing software were $4.7 million (49% of total revenues), enterprise messaging and payment solutions were $3.5 million (36%), and enterprise call accounting software was $1.5 million (15%) [11]. - Revenue distribution for Q2 2025 showed Europe at 60% (with Germany's messaging segment at 38%), the Americas at 30%, and the rest of the world at 10% [7]. Cash Position - As of June 30, 2025, the company's cash position was $11.4 million, down from $14.6 million as of June 30, 2024 [6]. - A cash dividend of $0.22 per share was declared on March 4, 2025, totaling approximately $4.5 million distributed in April 2025 [6].

Core Viewpoint - MIND C.T.I. Ltd. reported a decline in revenue and operating income for Q1 2025, primarily due to challenges in its messaging segment and customer care and billing software, while also highlighting ongoing investments for future growth [4][5][10]. Financial Highlights - Total revenues for Q1 2025 were $5.0 million, down from $5.8 million in Q1 2024, representing a year-over-year decrease of approximately 13.8% [10]. - Operating income decreased to $0.4 million (7% of total revenues) from $1.2 million (22% of total revenues) in the same quarter last year [10]. - Net income was $0.5 million, or $0.02 per share, compared to $1.3 million, or $0.07 per share in Q1 2024 [10]. - Cash flow from operating activities was $0.7 million, down from $0.9 million in Q1 2024 [10]. - The cash position as of March 31, 2025, was $14.9 million, prior to a dividend distribution of $4.5 million in April 2025 [10]. Revenue Distribution - Revenue breakdown showed that customer care and billing software generated $2.5 million (50% of total revenues), enterprise messaging and payment solutions contributed $1.7 million (35%), and enterprise call accounting software accounted for $0.8 million (15%) [7]. - Revenues from maintenance and additional services were $4.8 million (96% of total revenues), while licenses accounted for $0.2 million (4%) [7]. - Geographically, revenues from Europe represented 61% (with Germany's messaging segment contributing 35%), the Americas accounted for 33%, and the rest of the world made up 6% of total revenues [6]. Dividend Distribution - The Board declared a gross dividend of $0.22 per share on March 4, 2025, with a tax withholding rate of 20%, amounting to approximately $4.5 million [8]. AGM and Board of Directors Update - The Company held its Annual General Meeting of Shareholders on May 6, 2025, where all proposed resolutions were approved [9].

Customer Acquisition and Retention - The company was unable to recruit any new customers in 2024, indicating a significant challenge in customer acquisition [24] - A significant portion of revenues is derived from existing customers, and loss of these customers could adversely affect revenues and profitability [70] - The customer base for the billing and customer care products is primarily small to medium-sized communication service providers, and failure of this market segment to grow could diminish demand for the company's software [69] - The company must attract new messaging customers in a cost-effective manner to avoid adverse effects on its business and financial condition [75] - The company plans to facilitate self-registration and onboarding for new customers to increase the rate of customer acquisition [129] Financial Performance - In 2024, total revenues amounted to $21,446,000, a slight decrease from $21,612,000 in 2023 [135] - Total revenues decreased from $21.6 million in 2023 to $21.4 million in 2024, a decline of 0.7% [168] - Revenues from the messaging segment fell from $8.0 million in 2023 to $7.8 million in 2024, primarily due to a decrease in message volume [170] - Revenues from billing and customer care solutions increased from $11.5 million in 2023 to $11.8 million in 2024, attributed to hardware replacements at existing customers [169] - The gross profit margin decreased to 50.1% in 2024 from 50.3% in 2023, while operating income fell to 20.5% from 22.0% [167] Market Conditions and Competition - The communications industry has seen a decline in capital spending, particularly as telcos prioritize infrastructure costs for 5G deployment, negatively impacting the company's business [25] - The company faces intense competition from larger competitors with greater resources, which may lead to pricing pressures and reduced revenue [23] - The current macro-economic conditions and geopolitical events have negatively impacted customer spending decisions, affecting the company's revenue generation [26] - The company expects a future trend of revenue decline due to shrinking telecom markets and strong competition [169] Operational Challenges - The company has experienced fluctuations in revenues and operating results, making it difficult to predict future revenues with accuracy [28] - The company has encountered difficulties in retaining qualified personnel, particularly in its engineering and support center in Romania, which may impact its operational effectiveness [27] - The company is exposed to risks related to cybersecurity incidents, which could harm its reputation and lead to potential legal liabilities [38] - The company has experienced system outages and service interruptions in the past, which could harm customer satisfaction and the company's reputation [68] - System disruptions could lead to customer dissatisfaction and loss, adversely affecting the company's reputation and business [86] Regulatory and Compliance Risks - Compliance with GDPR and other data protection regulations poses significant challenges, with potential fines of up to €20 million or 4% of global annual revenues for noncompliance [44] - The company faces risks related to compliance with evolving privacy and data protection laws, which could require significant resources to adapt [50][51] - The company is subject to ongoing costs and risks associated with being a public company, including compliance with U.S. federal securities laws and potential lawsuits [65] Strategic Acquisitions and Growth - The company acquired Aurenz GmbH in January 2025, which provides unified communications analytics and call accounting solutions, and is actively evaluating other acquisition opportunities [31] - The company has made strategic acquisitions, including Message Mobile GmbH and GTX GmbH, to enhance its messaging and communication solutions [148][150] - The company aims to increase its presence in the market through acquisitions and explore new geographies and partnerships [123] Product Development and Innovation - The company must continually enhance its products and services to meet evolving customer needs, or risk losing existing customers and failing to attract new ones [37] - The company develops convergent billing and customer care software solutions for various service providers, including LTE and 5G carriers [108] - The billing and customer care solution supports multiple services and payment models, enhancing customer operation flows with a powerful workflow engine [109] - The messaging business depends on customers increasing their usage of messaging products, and any decline could materially affect revenue and financial condition [74] - Increasing adoption of messaging products by enterprises is critical, but the company faces challenges such as longer sales cycles and the need for extensive customer education [76][77] Financial Management - The company declared a dividend of $0.24 per share for both 2024 and 2023, with a dividend of $0.22 per share declared in March 2025 [155] - Net cash provided by operating activities remained stable at $4.1 million in both 2024 and 2023 [190] - As of December 31, 2024, the company had $4.4 million in cash and cash equivalents and $11.3 million in short-term bank deposits and marketable securities [189] Risks and Liabilities - The company may be subject to claims of intellectual property infringement, which could adversely affect its business operations and financial condition [59] - The company faces risks of litigation due to customer misuse of messaging software, which could result in liabilities under consumer protection laws [84][85] - The reliance on network service providers for messaging services limits operational flexibility and may lead to increased costs if fees change unexpectedly [78][79] Executive Leadership - The company has a diverse executive team, including CEO Ariel Glassner and CFO Arie Abramovich, with extensive experience in telecommunications and finance [208][209][210] Share Price and Market Volatility - The company's share price has experienced significant fluctuations, influenced by broader market conditions and technology sector volatility [88][89] Goodwill and Revenue Recognition - Goodwill represents the excess of consideration paid in acquisitions and is subject to annual impairment tests, with fair value determined using discounted cash flows [206] - Revenue recognition for customer contracts in the billing segment occurs over time, requiring significant estimates of total labor hours needed for contract completion [207]

Core Insights - MIND C.T.I. Ltd. reported its financial results for Q4 2024 and the full year ended December 31, 2024, highlighting challenges in the telecom industry due to economic conditions and increased competition [2][6][10] Financial Highlights of Q4 2024 - Total revenues for Q4 2024 were $5.2 million, a decrease from $5.6 million in Q4 2023 - Operating income was $1.3 million, representing 25% of total revenue, compared to 21% in Q4 2023 - Net income for the quarter was $1.2 million, or $0.06 per share, down from $1.4 million, or $0.07 per share in Q4 2023 - Cash flow from operating activities was $0.3 million, compared to $0.7 million in Q4 2023 [10] Financial Highlights of Full Year 2024 - Total revenues for the full year were $21.4 million, slightly down from $21.6 million in 2023 - Operating income was $4.4 million, or 20% of total revenue, compared to 22% in 2023 - Net income for the year was $4.6 million, or $0.23 per share, down from $5.2 million, or $0.26 per share in 2023 - Cash flow from operating activities remained stable at $4.1 million [10] Revenue Distribution - In Q4 2024, revenue distribution was as follows: Europe 46% (Germany messaging segment 34%), Americas 43%, and rest of the world 11% - For the full year 2024, revenue distribution was: Europe 53% (Germany messaging segment 37%), Americas 40%, and rest of the world 7% - Revenue from customer care and billing software was $3.0 million (58% of total revenues) in Q4 2024 and $11.8 million (55% of total revenues) for the full year [8][11][12] Challenges and Market Conditions - The company faced adverse effects from global economic conditions, industry consolidation, and increased competition, leading to a decline in capital spending among communications companies - The telecom billing market has seen decreased investment as telcos prioritize infrastructure costs for 5G deployment - The company was unable to recruit new customers in 2024 and anticipates unfavorable impacts on revenues and profitability in 2025 [6][7] Dividend Declaration - The Board of Directors declared a gross dividend of $0.22 per share, with a record date of March 25, 2025, and a payment date of April 10, 2025 [14] Acquisition Update - In January 2025, the company acquired Aurenz GmbH, a provider of UC analytics and call accounting solutions in Germany, and continues to explore potential acquisition targets [15]

Core Viewpoint - MIND C.T.I. Ltd. has signed a definitive agreement to acquire Aurenz GmbH, enhancing its position in the unified communications (UC) analytics market and expanding its reach in Europe [1][4]. Company Overview - MIND C.T.I. Ltd. is a leading provider of convergent end-to-end billing and customer care solutions, as well as UC analytics and call accounting solutions for enterprises [6]. - The company has over 25 years of experience and operates globally from offices in Israel, Romania, Germany, and the United States [6]. Acquisition Details - MIND will acquire Aurenz for up to approximately $1.88 million in cash, with the transaction expected to be marginally accretive to earnings per share in fiscal 2025 and thereafter [4]. - The acquisition is anticipated to be completed shortly, subject to customary closing requirements [5]. Aurenz Overview - Aurenz GmbH, founded in 1983, is a leading provider of call accounting and UC analytics solutions in Germany [2]. - The company is known for its seamless integration into UC systems and outstanding service [2]. Benefits of UC Analytics - UC analytics provides organizations with data-driven insights to optimize communication strategies, enhance customer service interactions, and improve operational efficiency [3]. - By analyzing data, companies can improve response times and refine support processes, leading to better customer experiences [3]. Leadership Comments - The CEO of MIND emphasized that the acquisition strengthens its position in the UC analytics market and enhances its capabilities to serve businesses of all sizes [4]. - The Managing Director of Aurenz expressed enthusiasm about joining MIND, highlighting the value created for partners and customers through the merger [4].