UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO

~~PURSUANT~~ TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934

~~THE~~For ~~SECURITIES~~the ~~EXCHANGE~~Month ~~ACT~~of OFFebruary ~~1934~~2026

~~For the month of December 2025~~ Commission File ~~No.:~~Number 0-28584

Check Point Software Technologies Ltd.

(Translation of registrant’s name into English)

5 ~~Shlomo~~Ha’solelim ~~Kaplan~~ Street, Tel Aviv ~~6789159~~, Israel

(Address of principal executive ~~offices~~office)

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

Form 20-F ☒ Form 40-F ☐

~~EXPLANATORY~~Indicate ~~NOTE~~by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

OnYes ~~December~~☐ No 8, 2025, Check Point Software Technologies Ltd. (NASDAQ:CHKP) (the “Company”) closed the previously announced offering of $1.75 billion principal amount of 0.00% convertible senior notes due 2030 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), including $250 million of Additional Convertible Notes (as defined below) pursuant to the 1340-~~day~~F ~~option of the Initial Purchasers (as defined below), resulting in a total principal amount of $2.0 billion.~~☒

~~PURCHASE~~If ~~AGREEMENT~~“Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

On December 3, 2025, the Company entered into a purchase agreement (the “Purchase Agreement”) with the initial purchasers party thereto (collectively the “Initial Purchasers”), pursuant to which the Company agreed to sell $1.75 billion aggregate principal amount of its 0.00% convertible senior notes due 2030 (the “Initial Convertible Notes”) in a private placement pursuant to Rule 144A under the Securities Act. The Company also agreed to grant a 13-day option to the Initial Purchasers to purchase all or part of an additional $250,000,000 aggregate principal amount of its 0.00% convertible senior notes due 2030 (the “Additional Convertible Notes”), which the Initial Purchasers exercised in full on December 4, 2025. The Initial Convertible Notes, together with the Additional Convertible Notes, are referred to herein as the “Convertible Notes.”

Investors:	Kip E. Meintzer	Media:	Gil Messing
	Check Point Software Technologies, Ltd.		Check Point Software Technologies, Ltd.
	+1.650.628.2040 [email protected]		+1.650.628.2260 [email protected]

~~The~~Check ~~Purchase~~Point ~~Agreement~~Software ~~includes~~Reports ~~customary~~Fourth ~~representations,~~Quarter ~~warranties~~ and ~~covenants.~~2025 ~~Under~~Full ~~the~~Year ~~terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against~~Results ~~certain liabilities and contribute to payments which the Initial Purchasers may be required to make in respect of any such liabilities.~~

~~INDENTURE~~Tel Aviv, Israel – February 12, 2026 — Check Point® Software Technologies Ltd. (NASDAQ: CHKP), today announced its financial results for the fourth quarter and full year ended December 31, 2025.

~~The~~Fourth ~~sale~~Quarter ~~of the Convertible Notes closed on December 8,~~ 2025. The Convertible Notes were issued pursuant to an indenture, dated December 8, 2025 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).Highlights

~~The~~• ~~Convertible~~Calculated ~~Notes~~Billings* ~~will~~reached ~~not bear regular interest~~$1,039 ~~and the principal amount of the Notes will not accrete. However~~million, ~~special~~an ~~interest,~~8 ifpercent ~~any,~~increase ~~may~~year ~~accrue~~over on the Notes upon the occurrence of certain events relating to the failure to file certain reports with the U.S. Securities and Exchange Commission or to remove certain restrictive legends from the Notes.year

~~The~~• ~~Convertible~~Remaining ~~Notes~~Performance ~~are~~Obligation ~~convertible based upon an initial conversion rate of 4.1042 of the Company’s ordinary shares, par value NIS 0.01 per ordinary share~~ (~~the “ordinary shares”~~RPO)**: ~~per~~ $12,~~000 principal~~728 amount of Convertible Notes (equivalent to a conversion price of approximately $243.65 per ordinary share). The conversion rate will be subject to adjustment upon the occurrence of certain specified eventsmillion, ~~but~~an ~~will~~8 ~~not~~percent be adjusted for accrued and unpaid special interest (as defined in the Indenture), if any. In addition, in connection with a make-whole fundamental change (as defined in the Indenture), or following the Company’s delivery of a notice of redemption, the Company will, in certain circumstances, increase ~~the~~year ~~conversion~~over ~~rate for a holder who elects to convert its notes in connection with such a corporate event or redemption, as the case may be.~~year

~~The~~• ~~Convertible~~Total Notes will mature on December 15, 2030, unless earlier repurchased, redeemed or converted. Prior to the close of business on the business day immediately preceding September 16, 2030, a holder may convert its Convertible Notes only under the following circumstancesRevenues: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2026 (and only during such calendar quarter), if the last reported sale price of the Company’s ordinary shares for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any 10 consecutive trading day period (the “measurement period”) in which the trading price per $~~1,000~~745 principal amount of Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the ordinary shares and the conversion rate on each such trading day; (3) if the Company calls the Convertible Notes for redemption in certain circumstancesmillion, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after September 16, 2030, until the close of business on the second scheduled trading day immediately preceding the maturity date, a ~~holder~~6 ~~may~~percent ~~convert~~increase ~~its~~year ~~Convertible~~over Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay cash up to the aggregate principal amount of the Convertible Notes to be converted and pay or deliver, as the case may be, cash, ordinary shares or a combination of cash and ordinary shares, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted.year

~~The~~• ~~Company~~Security ~~may~~Subscription ~~redeem~~Revenues: ~~for~~$325 cash (1) all of the Convertible Notes at any time on or prior to the 30th scheduled trading day immediately preceding the maturity date if certain tax-related events occur and (2) all or any portion (subject to certain limitations) of the Convertible Notesmillion, atan ~~any~~11 ~~time,~~percent ~~and~~increase ~~from~~year ~~time~~over to time, on or after December 20, 2028, and on or before the 30th scheduled trading day immediately before the maturity date, at its option at any time and from time to time, if the last reported sale price per share of Check Point’s ordinary shares has been at least 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. Upon the occurrence of a fundamental change (as defined in the Indenture), holders may require the Company to repurchase for cash all or any portion of their Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date.year

~~The~~• ~~Indenture~~GAAP ~~contains~~Operating ~~customary~~Income: ~~terms~~$233 ~~and covenants~~million, ~~including~~representing ~~that~~31 ~~upon~~percent ~~certain events~~ of default occurring and continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Convertible Notes then outstanding may declare the entire principal amount of all the Convertible Notes plus accrued and unpaid special interest, if any, to be immediately due and payable.revenues

~~The~~• ~~Convertible~~Non-GAAP ~~Notes~~Operating ~~are~~Income: ~~general~~$302 unsecured obligations of the Company. The Convertible Notes rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Convertible Notesmillion, ~~rank~~representing ~~equal~~41 inpercent ~~right~~ of payment to the Company’s unsecured indebtedness that is not so subordinated, are effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness and to the Company’s liabilities in priority under the applicable bankruptcy laws of Israel, and are structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.revenues

~~The~~• ~~net~~GAAP ~~proceeds~~EPS***: ~~from the sale of the Convertible Notes were approximately~~ $12.~~97 billion~~81, ~~after~~a ~~deducting~~22 ~~the~~percent ~~Initial~~increase ~~Purchasers’~~year ~~discounts~~over and the estimated offering expenses payable by the Company. The Company will use (i) $192.0 million of the net proceeds from the sale of the Convertible Notes to pay the costs of the Capped Call Transactions (as defined below), and (ii) approximately $225.0 million of the net proceeds from the sale of the Convertible Notes to repurchase approximately 1.18 million ordinary shares pursuant to the Company’s existing share repurchase program. The Company intends to use the remainder of the net proceeds for general corporate purposes, including additional share repurchases, potential mergers and acquisitions, business development, and the development of new products and technologies. However, the Company has not entered into any agreements for or otherwise committed to any specific acquisitions at this time.year

~~CAPPED~~• ~~CALL~~Non-GAAP ~~TRANSACTIONS~~EPS***: $3.40, a 26 percent increase year over year

InFull ~~connection~~Year ~~with~~2025 the pricing of the Convertible Notes and the exercise by the Initial Purchasers of the 13-day option to purchase Additional Convertible Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with each of Wells Fargo Bank, National Association, Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, Mizuho Markets Americas LLC, acting through its agent Mizuho Securities USA LLC, Royal Bank of Canada, acting through its agent RBC Capital Markets, LLC, Bank of America, N.A., HSBC Bank USA, National Association, BNP Paribas, and Deutsche Bank AG, London Branch, acting through its agent Deutsche Bank Securities Inc. (collectively, the “Option Counterparties”). The Capped Call Transactions cover, subject to customary anti-dilution adjustments substantially similar to those applicable to the Convertible Notes, the number of ordinary shares that will initially underlie the Convertible Notes. The cost of the Capped Call Transactions was $192.0 million.Highlights

~~The~~• ~~Capped~~Calculated ~~Call~~Billings* ~~Transactions~~reached are expected generally to reduce the potential dilution to the ordinary shares upon any conversion of the Convertible Notes and/or to offset any potential cash payments the Company is required to make in excess of the principal amount upon conversion of the Convertible Notes$2,906 ~~as the case may be~~million, ~~with such reduction and/or offset subject to~~ a ~~cap.~~9 ~~The~~percent ~~Capped~~increase ~~Call~~year ~~Transactions each have an initial cap price of approximately $334.43 per share, which represents a premium of 75%~~ over ~~the last reported sale price of the Company’s ordinary shares of $191.10 per share on December 3, 2025, and is subject to certain adjustments under the terms of the Capped Call Transactions.~~year

~~The~~• ~~Capped~~Total ~~Call~~Revenues: ~~Transactions are separate transactions~~$2,725 ~~in each case~~million, ~~entered~~a ~~into~~6 bypercent ~~the~~increase ~~Company~~year ~~with~~over the Option Counterparties, and are not part of the terms of the Convertible Notes and will not change the holders’ rights under the Convertible Notes. Holders of the Convertible Notes will not have any rights with respect to the Capped Call Transactions.year

~~UNREGISTERED~~• ~~SALE~~Security OFSubscriptions ~~EQUITY~~Revenues: ~~SECURITIES~~$1,219 million, a 10 percent increase year over year

~~The~~• ~~Company’s~~GAAP ~~offering~~EPS***: ~~of the Convertible Notes to the Initial Purchasers was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act~~$9. ~~The Company relied on this exemption from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement~~62, ~~including~~a ~~that~~29 ~~the~~percent ~~Initial~~increase ~~Purchasers~~year ~~would~~over only offer, sell or deliver the Convertible Notes to persons inside the United States whom they reasonably believed to be qualified institutional buyers within the meaning of Rule 144A under the Securities Act.year

~~The~~• ~~Convertible~~Non-GAAP ~~Notes~~EPS***: ~~and the Company’s ordinary shares issuable upon conversion of the Convertible Notes~~$11.89, ifa ~~any,~~30 ~~have~~percent ~~not~~increase ~~been~~year ~~registered~~over ~~under the Securities Act and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements.~~year

~~EXHIBIT~~“We ~~INDEX~~delivered solid fourth quarter and full year 2025 results, with revenue landing above the midpoint of our outlook and EPS exceeding expectations. Our performance remained resilient throughout the year, driven by continued customer adoption across our Hybrid Mesh Network and Workspace platforms,” said Nadav Zafrir, Chief Executive Officer. “In 2026, our strategy is centered on securing our customers’ AI transformation across the enterprise. We are focused on executing against our four strategic pillars, Hybrid Mesh, Workspace, and Exposure Management, while embedding AI driven security throughout our portfolio. Today’s announced acquisition of Cyata further expands our AI security stack, enabling full discovery, governance, and control of AI agents as organizations accelerate their AI journeys.”

~~The~~Announcing ~~following~~Three ~~exhibits~~First ~~are~~Quarter ~~filed~~2026 ~~as part of this Form 6-K:~~Acquisitions

Exhibit	Description
4.1	Indenture between Check Point Software Technologies Ltd. and U.S. Bank Trust Company, National Association, as trustee, for the 0.00% Convertible Senior Notes due 2030.
4.2	Form of 0.00% Convertible Senior Note due 2030 (included in Exhibit 4.1).
10.1	Form of Capped Call Confirmation.

•

Cyata: Accelerates our mission to deliver End‑to‑End AI Security platform for the Agentic World. Delivering agent discovery across endpoint and SaaS while providing context, configuration and risk.

~~SIGNATURE~~• Cyclops: Expands our Exposure Management Offering to deliver a complete CTEM Solution to the Market. Cyber Asset Attack Surface Management (CAASM) provides discovery and continuous monitoring of every asset across cloud, on-premises, OT, and SaaS environments.

•

Rotate: A comprehensive, all-in-one platform purpose-built for MSPs. We acquired the talent of Rotate to further accelerate the strong Workspace momentum in the MSP market.

*	Calculated Billings is a measure that we defined as total revenues recognized in accordance with GAAP plus the change in Total Deferred Revenues during the period.

**	Remaining Performance Obligation (RPO) measure that represents the total value of non-cancellable contracted products and/or services yet to be recognized as Revenue as of the period.

***	GAAP & Non-GAAP EPS in fourth quarter and full year 2025 benefitted from a tax rate reduction, updated tax provisions and a tax settlement that resulted in a benefit to GAAP and Non- GAAP EPS. A more detailed explanation is provided in the Financial Highlights Commentary.

Financial Highlights Commentary

•

GAAP & Non-GAAP EPS: Earnings per diluted shares in the fourth quarter of 2025 were $2.81 and $3.40 for GAAP and Non-GAAP, respectively. This compares to $2.30 and $2.70, respectively in the fourth quarter of 2024. Tax rate reduction and updated tax provisions due to tax settlement resulted in a benefit of approximately $0.52 to GAAP and Non-GAAP EPS. Earnings per diluted shares in 2025 were $9.62 and $11.89 for GAAP and Non-GAAP, respectively. This compares to $7.46 and $9.16, respectively, in 2024. Tax rate reduction, updated tax provisions and a tax settlement, resulted in a benefit of approximately $1.90 to GAAP and Non-GAAP EPS.

•

Cash Balances, Marketable Securities & Short-Term Deposits: $4,342 million as of December 31, 2025, compared to $2,784 million as of December 31, 2024. The increase in cash is primarily a result of the $1.8 billion proceeds from our $2 billion convertible notes offering net of issuance costs and purchase of capped call. During the fourth quarter of 2025 we completed the acquisition of Lakera AI for approximately $190 million net cash consideration.

•

Share Repurchase Program: During the fourth quarter of 2025, the company repurchased approximately 2.2 million shares for a total of approximately $425 million, which includes $100 million of share repurchases executed in connection with the convertible notes offering. During the full year 2025, we repurchased approximately 6.8 million shares at a total cost of approximately $1.4 billion.

•

Cash Flow: Cash flow from operations in the fourth quarter of 2025 was $310 million, compared to $249 million in the same quarter of last year. Cash flow from operations in 2025 was $1,234 million, which included a one-time tax payment of approximately $66 million in connection with tax settlement for prior years compared to $1,059 million last year. In addition, Cash flow from operations in 2025 included $51 million benefit from balance sheet hedging transactions, compared to $18 million of expenses in 2024.

For information regarding the non-GAAP financial measures discussed in this release, as well as a reconciliation of such non-GAAP financial measures to the most directly comparable GAAP financial measures, please see “Use of Non-GAAP Financial Information” and “Reconciliation of GAAP to Non-GAAP Financial Information.”

Conference Call and Webcast Information
Check Point will host a conference call with the investment community on February 12, 2026, at 8:30 AM ET/5:30 AM PT. To listen to the live webcast or replay, please visit the website www.checkpoint.com/ir.

First Quarter 2026 Investor Conference Participation Schedule

•

Wolfe Research March Madness Software Conference
February 24, 2026, NY, NY – 1x1 meetings

•

Bernstein Insights: 4th Annual Tech, Media, Telecom Forum
February 25, 2026, Palo Alto, CA – 1x1 meetings

•

Baird ‘s 2026 Silicon Slopes Technology Summit
February 26-27, 2026, Park City, UT – 1x1 meetings

•

Raymond James 47th Institutional Investor Conference
March 2, 2026, Orlando, FL – Fireside & 1x1 meetings

•

Morgan Stanley 2026 Media, Telecommunications & Technology Conference
March 3-5, 2026, SF, CA – 1x1 meetings

•

Stifel 2026 NYC Technology 1x1 Conference
March 10, 2026, NY, NY – 1x1 meetings

•

Cantor Global Technology Conference
March 11, 2026, NY, NY – 1x1 meetings

Members of Check Point's management team are expected to meet with investors and selectively present at these conferences to discuss the latest company strategies and initiatives. Check Point’s conference presentations are expected to be available via webcast. To hear these presentations and access the most updated information please visit the company's web site at www.checkpoint.com/ir. The schedule is subject to change.

Follow Check Point via:

Twitter: http://www.twitter.com/checkpointsw

Facebook: https://www.facebook.com/checkpointsoftware

Blog: http://blog.checkpoint.com

YouTube: http://www.youtube.com/user/CPGlobal

LinkedIn: https://www.linkedin.com/company/check-point-software-technologies

About Check Point Software Technologies Ltd.

Check Point Software Technologies Ltd. (http://www.checkpoint.com) is a leading protector of digital trust, utilizing AI-powered cyber security solutions to safeguard over 100,000 organizations globally. Through its Infinity Platform and an open garden ecosystem, Check Point’s prevention-first approach delivers industry-leading security efficacy while reducing risk. Employing a hybrid mesh network architecture with SASE at its core, the Infinity Platform unifies the management of on-premises, cloud, and workspace environments to offer flexibility, simplicity and scale for enterprises and service providers.

Legal Notice Regarding Forward-Looking Statements
This press release contains forward‑looking statements, which generally relate to future events or to our future financial or operating performance. Forward‑looking statements in this press release include, but are not limited to, expectations regarding our products and solutions; our ability to acquire or complete acquisitions of targeted companies; and the anticipated benefits of such transactions and other partnerships; and our planned participation in investor conferences and other events during the first quarter of 2026. These expectations and beliefs may not materialize. Actual results or events could differ materially from those expressed or implied due to various risks and uncertainties, including: our ability to continue developing platform capabilities and solutions; customer adoption of our existing and new offerings; the continued development of the IT security market; competition from other products and services; our ability to recognize the benefits of any acquisition or partnership; changes in our executive leadership; changes to laws and regulations affecting tax rates and credits and other activities; our ability to successfully integrate our completed acquisitions; and general market, political, economic, and business conditions, including acts of terrorism or war.

Additional risks and uncertainties are described in our filings with the Securities and Exchange Commission, including our Annual Report on Form 20‑F filed on March 17, 2025. The forward‑looking statements in this press release are based on information available to Check Point as of the date of this release, and we assume no obligation to update such statements except as required by law.

Use of Non-GAAP Financial Information
In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, Check Point uses non-GAAP measures of operating income, net income and earnings per diluted share, which are adjustments from results based on GAAP to exclude, as applicable, stock-based compensation expenses, amortization of intangible assets and acquisition related expenses, amortization of debt discount and issuance costs and the related tax affects. Check Point’s management believes the non-GAAP financial information provided in this release is useful to investors’ understanding and assessment of Check Point’s ongoing core operations and prospects for the future. Historically, Check Point has also publicly presented these supplemental non-GAAP financial measures to assist the investment community to see the company “through the eyes of management,” and thereby enhance understanding of its operating performance. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP. A reconciliation of the non-GAAP financial measures discussed in this press release to the most directly comparable GAAP financial measures is included with the financial statements contained in this press release. Management uses both GAAP and non-GAAP information in evaluating and operating business internally and as such has determined that it is important to provide this information to investors.

CHECK POINT SOFTWARE TECHNOLOGIES LTD.
CONSOLIDATED STATEMENT OF INCOME

(Unaudited, in millions, except per share amounts)

	Three Months Ended					Year Ended
	December 31,					December 31,
	2025			2024		2025			2024
Revenues:
Products and licenses	$	171.8		$	170.6	$	548.2		$	507.9
Security subscriptions		325.1			292.2		1,219.0			1,104.2
Total revenues from products and security subscriptions		496.9			462.8		1,767.2			1,612.1
Software updates and maintenance		248.0			240.9		958.2			952.9
Total revenues		744.9			703.7		2,725.4			2,565.0

Operating expenses:
Cost of products and licenses		32.0			29.6		105.8			97.8
Cost of security subscriptions		23.8			19.7		90.9			72.6
Total cost of products and security subscriptions		55.8			49.3		196.7			170.4
Cost of Software updates and maintenance		33.4			33.4		132.6			123.9
Amortization of technology		8.8			7.6		32.5			25.0
Total cost of revenues		98.0			90.3		361.8			319.3

Research and development		124.3			101.1		456.7			394.9
Selling and marketing		255.8			232.1		947.0			862.9
General and administrative		33.9			25.9		128.8			111.9
Total operating expenses		512.0			449.4		1,894.3			1,689.0

Operating income		232.9			254.3		831.1			876.0
Financial income, net		29.5			24.5		114.0			96.1
Income before taxes on income		262.4			278.8		945.1			972.1
Taxes on income (tax benefit)		(42.1	)		21.3		(111.8	)		126.4
Net income	$	304.5		$	257.5	$	1,056.9		$	845.7
Basic earnings per share	$	2.85		$	2.36	$	9.85		$	7.65
Number of shares used in computing basic earnings per share		106.7			109.2		107.3			110.6
Diluted earnings per share	$	2.81		$	2.30	$	9.62		$	7.46
Number of shares used in computing diluted earnings per share		108.4			112.1		109.9			113.4

CHECK POINT SOFTWARE TECHNOLOGIES LTD.
SELECTED FINANCIAL METRICS
(Unaudited, in millions, except per share amounts)

	Three Months Ended				Year Ended
	December 31,				December 31,
	2025		2024		2025		2024

Revenues	$	744.9	$	703.7	$	2,725.4	$	2,565.0
Non-GAAP operating income		302.3		306.4		1,113.9		1,097.5
Non-GAAP net income		368.2		303.2		1,307.2		1,039.1
Diluted Non-GAAP Earnings per share	$	3.40	$	2.70	$	11.89	$	9.16
Number of shares used in computing diluted Non-GAAP Earnings per share		108.4		112.1		109.9		113.4

CHECK POINT SOFTWARE TECHNOLOGIES LTD.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION

(Unaudited, in millions, except per share amounts)

	Three Months Ended						Year Ended
	December 31,						December 31,
	2025			2024			2025			2024

GAAP operating income	$	232.9		$	254.3		$	831.1		$	876.0
Stock-based compensation (1)		56.4			29.8			205.6			149.7
Amortization of intangible assets and acquisition related expenses (2)		13.0			22.3			77.2			71.8
Non-GAAP operating income	$	302.3		$	306.4		$	1,113.9		$	1,097.5

GAAP net income	$	304.5		$	257.5		$	1,056.9		$	845.7
Stock-based compensation (1)		56.4			29.8			205.6			149.7
Amortization of intangible assets and acquisition related expenses (2)		13.0			22.3			77.2			71.8
Amortization of debt discount and issuance costs (3)		0.4			-			0.4			-
Taxes on the above items (4)		(6.1	)		(6.4	)		(32.9	)		(28.1	)
Non-GAAP net income	$	368.2		$	303.2		$	1,307.2		$	1,039.1

Diluted GAAP Earnings per share	$	2.81		$	2.30		$	9.62		$	7.46
Stock-based compensation (1)		0.52			0.26			1.87			1.32
Amortization of intangible assets and acquisition related expenses (2)		0.12			0.20			0.70			0.63
Amortization of debt discount and issuance costs (3)		-			-			-			-
Taxes on the above items (4)		(0.05	)		(0.06	)		(0.30	)		(0.25	)
Diluted Non-GAAP Earnings per share	$	3.40		$	2.70		$	11.89		$	9.16

Number of shares used in computing diluted Non-GAAP Earnings per share		108.4			112.1			109.9			113.4

(1) Stock-based compensation:
Cost of products and licenses	$	0.3		$	0.1		$	0.6		$	0.4
Cost of software updates and maintenance		3.8			2.0			13.5			8.2
Research and development		20.6			10.8			76.3			53.1
Selling and marketing		22.7			12.0			79.8			58.2
General and administrative		9.0			4.9			35.4			29.8
		56.4			29.8			205.6			149.7

(2) Amortization of intangible assets and acquisition related expenses:
Amortization of technology-cost of revenues		8.8			7.6			32.5			25.0
Research and development		1.9			1.7			4.6			6.5
Selling and marketing		2.3			13.0			40.1			40.3
		13.0			22.3			77.2			71.8

(3) Amortization of debt discount and issuance costs		0.4			-			0.4			-

(4) Taxes on the above items		(6.1	)		(6.4	)		(32.9	)		(28.1	)
Total, net	$	63.7		$	45.7		$	250.3		$	193.4

CHECK POINT SOFTWARE TECHNOLOGIES LTD.

CONDENSED CONSOLIDATED BALANCE SHEET DATA

(In millions)

ASSETS

	December 31,		December 31,
	2025 (Unaudited)		2024 (Audited)
Current assets:
Cash and cash equivalents	$	1,800.0	$	506.2
Marketable securities and short-term deposits		1,214.9		865.7
Trade receivables, net		769.1		728.8
Prepaid expenses and other current assets		180.0		92.7
Total current assets		3,964.0		2,193.4

Long-term assets:
Marketable securities		1,326.8		1,411.9
Property and equipment, net		82.9		80.8
Deferred tax asset, net		68.3		74.7
Goodwill and other intangible assets, net		2,118.5		1,897.1
Other assets		245.9		96.6
Total long-term assets		3,842.4		3,561.1

Total assets	$	7,806.4	$	5,754.5

LIABILITIES AND

SHAREHOLDERS’ EQUITY

Current liabilities:
Deferred revenues	$	1,530.1		$	1,471.3
Trade payables and other accrued liabilities		406.6			472.9
Total current liabilities		1,936.7			1,944.2

Long-term liabilities:
Convertible senior notes, net		1,972.1			-
Long-term deferred revenues		650.3			529.0
Income tax accrual		329.7			459.6
Other long-term liabilities		35.5			32.3
		2,987.6			1,020.9

Total liabilities		4,924.3			2,965.1

Shareholders’ equity:
Share capital		0.8			0.8
Additional paid-in capital		3,331.6			3,049.5
Treasury shares at cost		(15,555.8	)		(14,264.4	)
Accumulated other comprehensive gain (loss)		34.8			(10.3	)
Retained earnings		15,070.7			14,013.8
Total shareholders’ equity		2,882.1			2,789.4
Total liabilities and shareholders’ equity	$	7,806.4		$	5,754.5
Total cash and cash equivalents, marketable securities, and short-term deposits	$	4,341.7		$	2,783.8

CHECK POINT SOFTWARE TECHNOLOGIES LTD.

SELECTED CONSOLIDATED CASH FLOW DATA

(Unaudited, in millions)

	Three Months Ended						Year Ended
	December 31,						December 31,
	2025			2024			2025			2024
Cash flow from operating activities:
Net income	$	304.5		$	257.5		$	1,056.9		$	845.7
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment		7.6			6.3			24.8			24.0
Amortization of intangible assets		10.2			19.2			68.1			59.6
Stock-based compensation		56.4			29.8			205.6			149.7
Realized gain on marketable securities		(0.1	)		-			-			-
Increase in trade and other receivables, net		(382.7	)		(337.1	)		(82.9	)		(78.9	)
Increase (decrease) in deferred revenues, trade payables and other accrued liabilities		327.5			273.0			(14.2	)		59.7
Amortization of debt discount and issuance costs		0.4			-			0.4			-
Deferred income taxes, net		(13.4	)		0.3			(24.5	)		(1.0	)
Net cash provided by operating activities		310.4			249.0			1,234.2			1,058.8

Cash flow from investing activities:
Payment in conjunction with acquisitions, net of acquired cash		(189.4	)		-			(273.1	)		(185.8	)
Lease prepayment		-			-			(159.9	)		-
Investment in property and equipment		(7.2	)		(6.5	)		(26.6	)		(24.2	)
Net cash used in investing activities		(196.6	)		(6.5	)		(459.6	)		(210.0	)

Cash flow from financing activities:
Proceeds from issuance of shares upon exercise of options		54.7			9.0			393.2			258.6
Proceeds from issuance of convertible senior notes, net of issuance costs		1,971.7			-			1,971.7			-
Purchase of capped calls		(192.0	)		-			(192.0	)		-
Purchase of treasury shares		(425.0	)		(325.0	)		(1,400.0	)		(1,299.9	)
Payments related to shares withheld for taxes		(1.3	)		(1.5	)		(20.9	)		(18.6	)
Net cash provided by (used in) financing activities		1,408.1			(317.5	)		752.0			(1,059.9	)

Unrealized gain (loss) on marketable securities, net		2.6			(14.0	)		31.3			35.2

Increase (decrease) in cash and cash equivalents, marketable securities, and short-term deposits		1,524.5			(89.0	)		1,557.9			(175.9	)

Cash and cash equivalents, marketable securities, and short-term deposits at the beginning of the period		2,817.2			2,872.8			2,783.8			2,959.7

Cash and cash equivalents, marketable securities, and short-term deposits at the end of the period	$	4,341.7		$	2,783.8		$	4,341.7		$	2,783.8

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.

Date: December 8, 2025
		CHECK POINT SOFTWARE TECHNOLOGIES LTD.
	By:	/S/ ROEI GOLAN
	Name:	Roei Golan
	Title:	Chief Financial Officer

Check Point Software Technologies Ltd.

By:	/S/ Roei Golan
Name:	Roei Golan
Title:	Chief Financial Officer

Date: February 12, 2026

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