UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of ~~Report~~report (Date of earliest event reported): ~~October~~November 610, 2025

Kaltura, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-40644

20-8128326

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

860 Broadway

3rd Floor

New York, New York 10003

(Address of Principal Executive Offices) (Zip Code)

(646) 290-5445

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbols

Name of each exchange

on which registered

Common stock, par value $0.0001 per share

KLTR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~October 6~~ November 10, 2025, ~~John Doherty~~, ~~Chief Financial Officer of~~ Kaltura, Inc. (~~“Kaltura” or~~ the “Company”), ~~notified~~issued ~~the~~a ~~Company~~press ofrelease ~~his~~announcing ~~intention~~its tofinancial ~~resign~~results ~~from~~for ~~this~~the ~~position,~~quarter ~~effective~~ended ~~December 5~~September 30, 2025 ~~(the “Separation Date”), to take on a chief financial officer role at a medical technology company~~. AsA copy of the ~~Separation~~press ~~Date,~~release ~~Mr.~~is ~~Doherty~~furnished ~~will also cease serving~~ as ~~the~~Exhibit ~~Company’s~~99.1 ~~principal~~to ~~financial~~this ~~and~~Current ~~accounting~~Report ~~officer~~on Form 8-K.

The ~~Company~~information ~~has~~contained ~~retained~~in anthis ~~external~~Item ~~search~~2.02, ~~firm~~including toExhibit ~~identify~~99.1 ~~successor~~hereto, ~~candidates~~shall not be deemed “filed” for purposes of Section 18 of the ~~Chief~~Securities ~~Financial~~Exchange ~~Officer~~Act ~~position. Additionally~~of 1934, ~~Mr.~~as ~~Doherty~~amended ~~has~~(the ~~agreed~~“Exchange Act”), or otherwise subject to ~~serve~~the asliabilities anof ~~advisor~~that tosection, nor shall it be deemed incorporated by reference in any filing made by the Company ~~through~~under ~~March~~the 31Securities Act of 1933, ~~2026~~as amended (the “Securities Act”), toor ~~help~~the ~~facilitate~~Exchange aAct, ~~smooth~~regardless ~~transition~~of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

InItem ~~connection with Mr~~3. ~~Doherty’s separation from the Company, the Company has entered into the following agreements with Mr~~02. ~~Doherty:~~Unregistered ~~(i)~~Sales a separation letter agreement, dated October 6, 2025, pursuant to which Mr. Doherty shall continue to serve as Chief Financial Officer until the Separation Date, during which time he will continue to receive his base salary and benefits, including continued vesting of ~~his~~Equity ~~outstanding equity awards, in accordance with his offer letter with the Company (the “Separation Agreement”), as well as that Mr~~Securities. Doherty shall be eligible to receive a portion of his annual cash bonus under the 2025 Executive Compensation Plan at a fixed amount of $150,000, which shall be paid concurrently with the payment of such bonus to the other executives of the Company; and (ii) a consultancy agreement, dated October 6, 2025 (the “Consultancy Agreement”), pursuant to which in consideration for Mr. Doherty’s provision of professional consultancy services in connection with the Company’s financial and accounting activities and preparation of its financial public disclosures, Mr. Doherty shall receive a consultancy fee of $10,000 per month, from the Separation Date through March 31, 2026.

The ~~foregoing~~information ~~summary~~set offorth ~~the Separation Agreement and Consultancy Agreement is not complete and is qualified~~ in ~~its~~Item ~~entirety~~8.01 ~~by reference to the complete text~~ of ~~those agreements, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to~~ this Current Report on Form 8-K ~~and~~is incorporated ~~herein~~ by reference into this Item 3.02.

Item 7.01. Regulation FD Disclosure.

~~The~~On November 10, 2025, the Company isissued ~~reaffirming~~a press release announcing its ~~financial~~entrance ~~guidance~~into ~~for~~a ~~the~~definitive ~~third~~agreement ~~quarter~~to acquire E-Self (as defined below), as ~~provided~~described in ~~the~~Item ~~Company’s~~8.01 ~~financial~~of ~~results~~this Current Report on Form 8-K. A copy of the press release ~~for~~is ~~the~~furnished ~~second~~as ~~quarter~~Exhibit of99.2 ~~2025,~~to ~~dated~~this ~~August~~Current 7,Report ~~2025~~on Form 8-K.

The information ~~furnished~~contained ~~under~~in this Item 7.01, ofincluding ~~this~~Exhibit ~~Current~~99.2 ~~Report~~hereto, ~~on Form 8-K~~ shall not be deemed ~~to be~~ “filed” for ~~the~~ purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of ~~such~~that section, nor shall ~~such~~it ~~information~~ be deemed ~~to be~~ incorporated by reference in any ~~previous or subsequent~~ filing made by the Company under the Securities Act ~~of 1933~~, ~~as amended,~~ or the Exchange Act, regardless of ~~the~~any general incorporation language in such filings, ~~except~~unless as expressly incorporated by specific reference in such filing.

Item 8.01. Other Events.

E-Self Acquisition

On November 5, 2025, the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”), by and among the Company, Kaltura Ltd, a company organized under the laws of the State of Israel and a wholly owned subsidiary of the Company (“Acquirer”), E-Self.AI Ltd., a company organized under the laws of the State of Israel (“E-Self” or “Target”), certain E-Self shareholders (the “Company Shareholders”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Company Securityholders (the “Securityholders’ Agent”). Pursuant to the Stock Purchase Agreement, among other things, and subject to the satisfaction or waiver of the conditions set forth therein, Acquirer will purchase from the Company Shareholders all of the issued and outstanding share capital of E‑Self for a purchase price consisting of (i) total cash consideration of up to $20,000,000 consists of $7,500,000 payable upon closing and $12,500,000 payable in three installments of $4,166,666 each, contingent upon the achievement of certain performance milestones (the “Cash Consideration”), and (ii) total equity consideration of up to 4,690,025 newly issued shares of the Company’s common stock, representing approximately 3% of the Company’s outstanding shares of common stock as of November 5, 2025, payable in three equal consecutive installments at the first, second and third Closing Date anniversary subject to certain retention provisions with respect to the founders and key employees (the “Transaction”). The issuance of the Common Stock is exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Regulation S thereunder.

The Transaction is expected to close in the fourth quarter of 2025, subject to the satisfaction or waiver of customary closing conditions, including, among others, receipt of regulatory approvals.

The Stock Purchase Agreement includes customary termination provisions for both the Acquirer and E-Self, whereby the parties may terminate (i) by mutual written consent, (ii) if the closing of the E-Self Transaction has not occurred within 120 days of the Agreement’s Closing target, subject to a 45-day extension to obtain required regulatory approvals, (iii) following a permanent legal prohibition on consummating the Transaction, (iv) following a breach by the other party of its representations and warranties or covenants, agreements or obligations contained in the Stock Purchase Agreement that would result in a failure of a condition to closing of the Transaction, subject to a 10-day cure rights, (v) If the Company materially breaches the pre‑closing conduct covenants restricting business operations, (vi) by the Acquirer If a Material Adverse Effect has occurred with respect to the Company and its

Subsidiaries (taken as a whole), and (vii) by the Target, If a Material Adverse Effect has occurred with respect to the Parent and its subsidiaries (taken as a whole).

Stock Repurchase

On November 7, 2025 the Company entered into a stock purchase agreement with Special Situations Investing Group II, LLC (the “Sellers”), pursuant to which the Company repurchased 14,443,739 shares of Common Stock from the Sellers at a price of of $16,610,300, representing a price per share of $1.15 for each of the Company’s share of common stock, calculated on the basis of 25% discount over the average daily VWAP over the 30-day period ending on November 5, 2025 (the "Repurchase").

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act ~~of 1933~~, ~~as amended,~~ and Section 21E of the Exchange Act. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including but not limited to, statements regarding the ~~expected~~Transaction ~~Chief~~and ~~Financial~~the ~~Officer~~Repurchase, ~~transition~~including the timing and contingencies thereof, and the ~~Company’s~~possible ~~third~~implications ~~quarter~~of EU recent legislation, such as the EU AI Act and EU Data Act that increases compliance and financial ~~guidance~~uncertainty. Any forward-looking statements contained herein are based on our historical performance and our current plans, estimates and expectations and are not a representation that such plans, estimates, or expectations will be achieved. These forward-looking statements represent our expectations as of the date of this Current Report on Form 8-K. Subsequent events may cause these expectations to change, and we disclaim any obligation to update the forward-looking statements in the future, except as required by law. These forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from our current expectations. Important factors that could cause actual results to differ materially from those anticipated in our forward-looking statements include, but are not limited to, the risks under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in our other filings with the SEC, including in our Quarterly ~~Report~~Reports on Form 10-Q for the ~~quarter~~quarters ended June 30, 2025 and September 30, 2025, which are accessible on the SEC’s website at www.sec.gov and the Investor Relations page of our website at investors.kaltura.com.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Separation Agreement with Mr. John Doherty, dated October 6, 2025.
99.1		Press Release dated November 10, 2025
10.2		Consultancy Agreement with Mr. John Doherty, dated October 6, 2025.
99.2		Press Release dated November 10, 2025
99.1		Press Release dated October 6, 2025
e	Co
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

KALTURA, INC. By: /s/ ~~Zvi~~John ~~Maayan~~Doherty Name: ~~Zvi~~John ~~Maayan~~Doherty Title: ~~General~~Chief ~~Counsel~~Financial ~~and Corporate Secretary~~Officer

Date: ~~October 6~~November 10, 2025

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