Ceragon网络 2025年年度报告和过渡报告

FORM20-F (Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACTOF 1934 OR For the fiscal year endedDecember 31,2024 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 SECURITIES EXCHANGE ACT OF1934 Date of event requiring this shell company report __________ Commission file number0-30862 CERAGON NETWORKS LTD. (Exact Name of Registrant as Specified in Its Charter) Israel(Jurisdiction of Incorporation or Organization) 3 Uri Ariav st., Bldg. A (7th Floor) PO Box 112,Rosh Ha’Ayin,Israel,4810002(Address of Principal Executive Offices) Hadar Vismunski Weinberg(+972)3-543-1369(tel.), (+972)3-543-1600(fax),3 Uri Ariav st., Bldg. A (7thFloor) PO Box 112,Rosh Ha’Ayin,Israel,4810002(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: Name of Each Exchange on Which RegisteredNasdaqGlobal Select Market Trading Symbol(s)CRNT Title of Each ClassOrdinary Shares, Par Value NIS 0.01 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 the close of the periodcovered by the annual report:88,392,925Ordinary Shares, NIS 0.01 par value. 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 pursuantto Section13 or 15(d) of the Securities Exchange Act of 1934. Yes☐No☑ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) hasbeen subject to such filing requirements for the past 90 days. Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit such files). Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of theExchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting underSection 404(b) of the Sarbanes-Oxley Act(15 U.S.C. 7262(b)) by the registeredpublic 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 theregistrant 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-basedcompensation 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: U.S. GAAP☑International Financial Reporting Standards as issued by the International Accounting Standards Board☐ Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registranthas 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 ExchangeAct). TABLE OF CONTENTS PagePART IITEM 1.Identity of Directors, Senior Management and Advisers3ITEM 2.Offer Statistics and Expected Timetable3ITEM 3.Key Information3ITEM 4.Information on the Company31ITEM 4A.Unresolved Staff Comments49ITEM 5.Operating and Financial Review and Prospects49ITEM 6.Directors, Senior Management and Employees60ITEM 7.Major Shareholders and Related Pa