Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

Share Name	Share Symbol	Market	Type
Fiverr International Ltd	NYSE:FVRR	NYSE	Common Stock

	Price Change	% Change	Share Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.00	0.00%	24.51				0	09:09:04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2024

Commission File Number: 001-38929

Fiverr International Ltd.

(Translation of registrant’s name into English)

8 Eliezer Kaplan Street

Tel Aviv 6473409, Israel

(Address of principal executive offices)

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 October 30, 2024, Fiverr International Ltd. (the “Company”) will hold a conference call regarding its unaudited financial results for the third quarter ended September 30, 2024. A copy of the related press release is furnished as Exhibit 99.1 hereto.

Exhibit No.		Description

99.1		Press Release of Fiverr International Ltd., dated October 30, 2024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Fiverr International Ltd.

Date: October 30, 2024	By: /s/ Ofer Katz Ofer Katz President and Chief Financial Officer

Exhibit 99.1

Fiverr Announces Third Quarter 2024 Results

●

Delivered both revenue and Adjusted EBITDA above guidance range: We continue to execute with focus and efficiency, delivering exceptional results amid a challenging macro environment. Our strategy to lean into value-added services to drive take rate expansion continues to pay off, and we continue to invest in going upmarket to unlock long-term growth opportunities.

●

Growing a high-quality buyer base: We continue to grow wallet share among our customers, with spend per buyer up 9% y/y in Q3’24. The recently rolled out Business Rewards Program on Fiverr Pro is showing promising signs to drive spending growth among larger customers, leading to more buyers spending over $10K on Fiverr annually.

●

Creating end-to-end experience to enable complex projects: We launched Dynamic Matching, an AI-powered tool to provide a seamless matching experience for buyers with complex job requirements. Together with Professions Catalog and Hourly-Based Contracts, we are enabling an end-to-end experience for businesses to search, find, and engage with talent for complex projects and longer duration.

●

Raising full-year guidance: The strong performance in Q3 gave us confidence to raise our full-year guidance range for both revenue and Adjusted EBITDA. This also translates into strong cash flow generation and puts us well on track to deliver the three-year targets on Adjusted EBITDA and free cash flow that we laid out last quarter.

NEW YORK, October 30, 2024 - Fiverr International Ltd. (NYSE: FVRR), the company that is changing how the world works together, today reported financial results for the third quarter 2024. Additional operating results and management commentary can be found in the Company’s shareholder letter, which is posted to its investor relations website at investors.fiverr.com.

“Our strong Q3 results underscored the consistency of our execution and the resilience of our business. We have a clear strategy for driving growth catalysts amid the uncertain macro environment. The investments we made in strengthening our value-added product portfolio have clearly paid off, as we continue to diversify our business model and expand into a platform where businesses can lean into both technology and human experts,” said Micha Kaufman, founder and CEO of Fiverr. “In addition, we are laying critical product foundations for us to appeal to larger customers and projects, which we expect to unlock significant long-term growth opportunities down the road. The integration of GenAI technology allows us to develop groundbreaking products that were not possible before. I’m really proud of our team who work around the clock to build these amazing experiences for our customers.”

"I’m pleased to report an exceptional quarter with both top and bottom lines exceeding expectations. The strong results and our continued progress on profitability improvements put us well on track to achieve our three-year targets for Adjusted EBITDA and free cash flow,” said Ofer Katz, President and CFO of Fiverr. “With a strong balance sheet and free cash flow generation, we have ample cash to address outstanding convertible notes, while having sufficient liquidity to run our business, and additional capacity to return capital to our shareholders. We are fortunate to have the optionality and we will continue to execute a disciplined capital allocation strategy to drive long-term shareholder value.”

Third Quarter 2024 Financial Highlights

●	Revenue in the third quarter of 2024 was $99.6 million, compared to $92.5 million in the third quarter of 2023, an increase of 8% year over year.

●	Active buyers¹ as of September 30, 2024 was 3.8 million, compared to 4.2 million as of September 30, 2023, a decline of 9% year over year.

●	Spend per buyer¹ as of September 30, 2024 reached $296, compared to $271 as of September 30, 2023, an increase of 9% year over year.

●	Take rate¹ for the period ended September 30, 2024 was 33.9%, up from 31.3% for the period ended September 30, 2023, an increase of 260 basis points year over year.

●	GAAP gross margin in the third quarter of 2024 was 81.0%, a decrease of 270 basis points from 83.7% in the third quarter of 2023. Non-GAAP gross margin¹ in the third quarter of 2024 was 84.0%, a decrease of 120 basis points from 85.2% in the third quarter of 2023.

●	GAAP net income in the third quarter of 2024 was $1.4 million, or $0.04 basic and diluted net income per share, compared to $3.0 million net income, or $0.08 basic net income per share and $0.07 diluted net income per share in the third quarter of 2023.

●

Non-GAAP net income¹ in the third quarter of 2024 was $24.6 million, or $0.69 basic non-GAAP net income per share¹ and $0.64 diluted non-GAAP net income per share¹, compared to $22.6 million non-GAAP net income, or $0.59 basic non-GAAP net income per share¹ and $0.55 diluted non-GAAP net income per share¹, in the third quarter of 2023.

●

Net cash provided by operating activities in the third quarter of 2024 was $10.9 million. Net cash provided by operating activities, excluding one-time escrow payment for contingent consideration of $12.2 million, was $23.0 million in the third quarter of 2024, compared to $23.4 million in the third quarter of 2023.

●	Free cash flow in the third quarter of 2024 was $10.6 million. Free cash flow, excluding one-time escrow payment for contingent consideration of $12.2 million, was $22.7 million in the third quarter of 2024, compared to $23.1 million in the third quarter of 2023.

●	Adjusted EBITDA¹ in the third quarter of 2024 was $19.7 million, compared to $16.5 million in the third quarter of 2023. Adjusted EBITDA margin¹ was 19.7% in the third quarter of 2024, compared to 17.9% in the third quarter of 2023, representing a 180 basis points improvement y/y.

Financial Outlook

Our Q4’24 outlook and updated full-year 2024 guidance reflect the recent trends in our marketplace.

	Q4 2024	FY 2024
Revenue	$100.2 - $102.2 million	$388.0 - $390.0 million
y/y growth	9% - 12% y/y growth	7% - 8% y/y growth
Adjusted EBITDA⁽¹⁾	$19.5 - $21.5 million	$73.0 - $75.0 million

Conference Call and Webcast Details

Fiverr’s management will host a conference call to discuss its financial results on Wednesday, October 30, 2024, at 8:30 a.m. Eastern Time. A live webcast of the call can be accessed from Fiverr’s Investor Relations website. An archived version will be available on the website after the call. To participate in the conference call, please register using the link here.

About Fiverr

Fiverr’s mission is to change how the world works together. We exist to democratize access to talent and to provide talent with access to opportunities so anyone can grow their business, brand, or dreams. From small businesses to Fortune 500, around 3.8 million customers worldwide worked with freelance talent on Fiverr in the past year, ensuring their workforces remain flexible, adaptive, and agile. With Fiverr Business Solutions, large companies can find the right talent and tools, tailored to their needs to help them thrive and grow. On Fiverr, you can find over 700 skills, ranging from programming to 3D design, digital marketing to content creation, from video animation to architecture.

Don’t get left behind - come be a part of the future of work by visiting fiverr.com, read our blog, and follow us on X, Instagram, and Facebook.

Investor Relations:

Jinjin Qian

investors@fiverr.com

Press:
Siobhan Aalders

press@fiverr.com

Source: Fiverr International Ltd.

¹ This is a non-GAAP financial measure or Key Performance Metric. See “Key Performance Metrics and Non-GAAP Financial Measures” and reconciliation tables at the end of this release for additional information regarding the non-GAAP metrics and Key Performance Metrics used in this release.

CONSOLIDATED BALANCE SHEETS

(In thousands)

	September 30,			December 31,
	2024			2023
	(Unaudited)			(Audited)
Assets
Current assets:
Cash and cash equivalents	$	159,245		$	183,674
Marketable securities		215,649			147,806
User funds		159,326			151,602
Bank deposits		124,835			85,893
Restricted deposit		1,315			1,284
Other receivables		36,248			24,217
Total current assets		696,618			594,476

Long-term assets:
Marketable securities		164,149			328,332
Property and equipment, net		4,394			4,735
Operating lease right of use asset		5,761			6,720
Intangible assets, net		44,175			10,722
Goodwill		110,218			77,270
Other non-current assets		9,495			1,349
Total long-term assets		338,192			429,128

TOTAL ASSETS	$	1,034,810		$	1,023,604

Liabilities and Shareholders' Equity
Current liabilities:
Trade payables	$	2,851		$	5,494
User accounts		148,288			142,203
Deferred revenue		19,606			11,047
Other account payables and accrued expenses		59,591			44,110
Operating lease liabilities		2,570			2,571
Total current liabilities		232,906			205,425

Long-term liabilities:
Convertible notes		457,220			455,305
Operating lease liabilities		3,337			4,482
Other non-current liabilities		16,861			2,618
Total long-term liabilities		477,418			462,405

TOTAL LIABILITIES	$	710,324		$	667,830

Shareholders' equity:
Share capital and additional paid-in capital		701,490			640,846
Accumulated deficit		(379,031	)		(284,358	)
Accumulated other comprehensive income (loss)		2,027			(714	)
Total shareholders' equity		324,486			355,774

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,034,810		$	1,023,604

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
	(Unaudited)						(Unaudited)
Revenue	$	99,628		$	92,532		$	287,815		$	269,873
Cost of revenue		18,893			15,075			50,365			46,373
Gross profit		80,735			77,457			237,450			223,500

Operating expenses:
Research and development		22,424			23,490			67,912			68,666
Sales and marketing		42,970			40,521			126,446			121,441
General and administrative		18,817			15,791			53,032			46,894
Total operating expenses		84,211			79,802			247,390			237,001
Operating loss		(3,476	)		(2,345	)		(9,940	)		(13,501	)
Financial income, net		6,881			5,678			22,044			13,249
Income (loss) before income taxes		3,405			3,333			12,104			(252	)
Income taxes		(2,052	)		(308	)		(6,696	)		(768	)
Net income (loss) attributable to ordinary shareholders	$	1,353		$	3,025		$	5,408		$	(1,020	)
Basic net income (loss) per share attributable to ordinary shareholders	$	0.04		$	0.08		$	0.14		$	(0.03	)
Basic weighted average ordinary shares		35,435,532			38,164,996			37,426,914			37,668,006
Diluted net income (loss) per share attributable to ordinary shareholders	$	0.04		$	0.07		$	0.14		$	(0.03	)
Diluted weighted average ordinary shares		36,205,992			41,389,621			38,188,945			37,668,006

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
	(Unaudited)						(Unaudited)
Operating Activities
Net income (loss)		1,353			3,025			5,408			(1,020	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		3,392			1,321			6,148			4,700
Exchange rate fluctuations and other items, net		(106	)		291			60			285
Amortization of premium and accretion of discount of marketable securities, net		(858	)		(123	)		(3,106	)		1,111
Amortization of discount and issuance costs of convertible notes		640			635			1,915			1,904
Shared-based compensation		18,464			17,557			55,922			51,906
Changes in assets and liabilities:
User funds		(3,032	)		(3,506	)		(7,724	)		(17,462	)
Operating lease ROU assets and liabilities		82			(151	)		(193	)		(563	)
Other receivables		(893	)		(3,509	)		(6,066	)		(6,256	)
Trade payables		(2,482	)		1,060			(3,062	)		(5,294	)
Deferred revenue		673			852			1,791			1,683
User accounts		2,794			2,956			6,085			16,311
Account payable, accrued expenses and other		2,735			2,781			6,869			7,480
Revaluation of Earn-out		143			-			143			-
Escrow payment for contingent consideration		(12,168	)		-			(12,168	)		-
Non-current liabilities		130			210			1,012			852
Net cash provided by operating activities		10,867			23,399			53,034			55,637

Investing Activities
Investment in marketable securities		-			(81,753	)		(30,734	)		(262,761	)
Proceeds from maturities of marketable securities		25,258			69,485			133,855			232,406
Investment in short-term bank deposits		(10,112	)		(43,138	)		(46,350	)		-
Proceeds from short-term bank deposits		1,862			-			8,213			15,613
Acquisition of business, net of cash acquired		(30,192	)		-			(39,355	)		-
Purchase of property and equipment		(290	)		(223	)		(977	)		(918	)
Capitalization of internal-use software and other		-			(44	)		(20	)		(57	)
Other non-current assets		(300	)		-			(300	)		-
Net cash provided by (used in) investing activities		(13,774	)		(55,673	)		24,332			(15,717	)

Financing Activities
Repurchases of common stock		(22,980	)		-			(100,081	)		-
Proceeds from exercise of share options		530			218			2,360			2,401
Tax withholding in connection with employees' options exercises and vested RSUs		(240	)		(20	)		(20	)		(76	)
Repayment of debt to previous shareholder of the acquired business		(3,992	)		-			(3,992	)		-
Net cash provided by (used in) financing activities		(26,682	)		198			(101,733	)		2,325

Effect of exchange rate fluctuations on cash and cash equivalents		105			(286	)		(62	)		(249	)

Increase (decrease) in cash, cash equivalents and restricted cash		(29,484	)		(32,362	)		(24,429	)		41,996
Cash, cash equivalents and restricted cash at the beginning of period		188,729			162,247			183,674			87,889
Cash and cash equivalents at the end of period		159,245			129,885			159,245			129,885

KEY PERFORMANCE METRICS

	Twelve Months Ended
	September 30,
	2024		2023

Annual active buyers (in thousands)		3,773		4,164
Annual spend per buyer ($)		296		271

RECONCILIATION OF GAAP TO NON-GAAP GROSS PROFIT

(In thousands, except gross margin data)

	Q3'23			Q4'23			Q1'24			Q2'24			Q3'24			FY 2022			FY 2023
							(Unaudited)									(Unaudited)			(Unaudited)
GAAP gross profit	$	77,457		$	76,029		$	78,076		$	78,639		$	80,735		$	271,418		$	299,529
Add:
Share-based compensation		632			633			678			499			514			2,520			2,497
Depreciation and amortization		731			709			613			791			2,415			6,065			3,253
Earn-out revaluation, acquisition related costs and other		-			-			-			-			11			-			-
Non-GAAP gross profit	$	78,820		$	77,371		$	79,367		$	79,929		$	83,675		$	280,003		$	305,279
Non-GAAP gross margin		85.2	%		84.6	%		84.9	%		84.4	%		84.0	%		83.0	%		84.5	%

RECONCILIATION OF GAAP NET INCOME (LOSS) TO NON-GAAP NET INCOME AND NET INCOME PER SHARE

(In thousands, except share and per share data)

	Q3'23		Q4'23			Q1'24		Q2'24			Q3'24			FY 2022			FY 2023
						(Unaudited)								(Unaudited)			(Unaudited)
GAAP net income (loss) attributable to ordinary shareholders	$	3,025	$	4,701		$	788	$	3,267		$	1,353		$	(71,487	)	$	3,681
Add:
Depreciation and amortization		1,321		1,287			1,150		1,606			3,392			10,185			5,987
Share-based compensation		17,557		16,792			19,020		18,438			18,464			71,755			68,698
Impairment of intangible assets		-		-			-		-			-			27,629			-
Earn-out revaluation, acquisition related costs and other		-		(359	)		9		109			1,273			(10,613	)		(359	)
Convertible notes amortization of discount and issuance costs		635		637			637		638			640			2,527			2,541
Taxes on income related to non-GAAP adjustments		-		-			-		(71	)		(290	)		-			-
Exchange rate (gain)/loss, net		98		42			128		(156	)		(221	)		(1,141	)		(131	)
Non-GAAP net income	$	22,636	$	23,100		$	21,732	$	23,831		$	24,611		$	28,855		$	80,417
Weighted average number of ordinary shares - basic		38,164,996		38,501,155			38,756,151		38,089,060			35,435,532			36,856,140			38,066,203
Non-GAAP basic net income per share attributable to ordinary shareholders	$	0.59	$	0.60		$	0.56	$	0.63		$	0.69		$	0.78		$	2.11

Weighted average number of ordinary shares - diluted		41,389,621		41,440,827			41,758,840		40,909,724			38,359,853			40,662,057			41,304,907
Non-GAAP diluted net income per share attributable to ordinary shareholders	$	0.55	$	0.56		$	0.52	$	0.58		$	0.64		$	0.71		$	1.95

RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED EBITDA

(In thousands, except Adjusted EBITDA margin data)

	Q3'23			Q4'23			Q1'24			Q2'24			Q3'24			FY 2022			FY 2023
							(Unaudited)									(Unaudited)			(Unaudited)
GAAP net income (loss)	$	3,025		$	4,701		$	788		$	3,267		$	1,353		$	(71,487	)	$	3,681
Add:
Financial expenses (income), net		(5,678	)		(6,914	)		(6,661	)		(8,502	)		(6,881	)		(3,624	)		(20,163	)
Income taxes		308			605			1,713			2,931			2,052			577			1,373
Depreciation and amortization		1,321			1,287			1,150			1,606			3,392			10,185			5,987
Share-based compensation		17,557			16,792			19,020			18,438			18,464			71,755			68,698
Impairment of intangible assets		-			-			-			-			-			27,629			-
Earn-out revaluation, acquisition related costs and other		-			(359	)		9			109			1,273			(10,613	)		(359	)
Adjusted EBITDA	$	16,533		$	16,112		$	16,019		$	17,849		$	19,653		$	24,422		$	59,217
Adjusted EBITDA margin		17.9	%		17.6	%		17.1	%		18.9	%		19.7	%		7.2	%		16.4	%

RECONCILIATION OF GAAP TO NON-GAAP OPERATING EXPENSES

(In thousands)

	Q3'23		Q4'23			Q1'24		Q2'24		Q3'24		FY 2022			FY 2023
						(Unaudited)						(Unaudited)			(Unaudited)
GAAP research and development	$	23,490	$	22,054		$	23,633	$	21,855	$	22,424	$	92,563		$	90,720
Less:
Share-based compensation		6,227		5,836			6,836		5,897		5,273		23,828			24,310
Depreciation and amortization		196		191			201		193		190		801			799
Earn-out revaluation, acquisition related costs and other		-		-			-		-		700		-			-
Non-GAAP research and development	$	17,067	$	16,027		$	16,596	$	15,765	$	16,261	$	67,934		$	65,611

GAAP sales and marketing	$	40,521	$	39,767		$	42,152	$	41,324	$	42,970	$	174,599		$	161,208
Less:
Share-based compensation		3,392		3,166			3,436		3,389		3,605		17,196			13,304
Depreciation and amortization		314		309			264		553		721		2,889			1,601
Earn-out revaluation, acquisition related costs and other		-		-			-		-		67		(24	)		-
Non-GAAP sales and marketing	$	36,815	$	36,292		$	38,452	$	37,382	$	38,577	$	154,538		$	146,303

GAAP general and administrative	$	15,791	$	15,816		$	16,451	$	17,764	$	18,817	$	51,161		$	62,710
Less:
Share-based compensation		7,306		7,157			8,070		8,653		9,072		28,211			28,587
Depreciation and amortization		80		78			72		69		66		430			334
Earn-out revaluation, acquisition related costs and other		-		(359	)		9		109		495		(10,589	)		(359	)
Non-GAAP general and administrative	$	8,405	$	8,940		$	8,300	$	8,933	$	9,184	$	33,109		$	34,148

RECONCILIATION OF GAAP CASH FROM OPERATING ACTIVITIES TO FREE CASH FLOW

(In thousands)

	Q3'23			Q4'23			Q1'24			Q2'24			Q3'24			FY 2022			FY 2023
							(Unaudited)									(Unaudited)			(Unaudited)
Net cash provided by operating activities	$	23,399		$	27,549		$	21,196		$	20,971		$	10,867		$	30,112		$	83,186
Purchase of property and equipment		(223	)		(135	)		(378	)		(309	)		(290	)		(1,198	)		(1,053	)
Capitalization of internal-use software		(44	)		(3	)		(20	)		-			-			(1,000	)		(60	)
Free cash flow	$	23,132		$	27,411		$	20,798		$	20,662		$	10,577		$	27,914		$	82,073

Key Performance Metrics and Non-GAAP Financial Measures

This release includes certain key performance metrics and financial measures not based on GAAP, including Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP net income (loss), non-GAAP net income (loss) per share, and free cash flow, as well as operating metrics, including GMV, active buyers, spend per buyer and take rate. Some amounts in this release may not total due to rounding. All percentages have been calculated using unrounded amounts.

We define each of our non-GAAP measures of financial performance, as the respective GAAP balances shown in the above tables, adjusted for, as applicable, depreciation and amortization, share-based compensation expenses, contingent consideration revaluation, acquisition related costs and other, income taxes, amortization of discount and issuance costs of convertible note, financial (income) expenses, net. Non-GAAP gross profit margin represents non-GAAP gross profit expressed as a percentage of revenue. We define non-GAAP net income (loss) per share as non-GAAP net income (loss) divided by GAAP weighted-average number of ordinary shares basic and diluted. We use free cash flow as a liquidity measure and define it as a net cash provided by operating activities less capital expenditures.

We define GMV or Gross Merchandise Value as the total value of transactions ordered through our platform, excluding value added tax, goods and services tax, service chargebacks and refunds. Active buyers on any given date is defined as buyers who have ordered a Gig or other services on our platform within the last 12-month period, irrespective of cancellations. Spend per buyer on any given date is calculated by dividing our GMV within the last 12-month period by the number of active buyers as of such date. Take rate is revenue for any such period divided by GMV for the same period.

Management and our board of directors use certain metrics as supplemental measures of our performance that is not required by, or presented in accordance with GAAP because they assist us in comparing our operating performance on a consistent basis, as they remove the impact of items not directly resulting from our core operations. We also use these metrics for planning purposes, including the preparation of our internal annual operating budget and financial projections, to evaluate the performance and effectiveness of our strategic initiatives and capital expenditures and to evaluate our capacity to expand our business. In addition, we believe that free cash flow, which we use as a liquidity measure, is useful in evaluating our business because free cash flow reflects the cash surplus available or used to fund the expansion of our business after the payment of capital expenditures relating to the necessary components of ongoing operations. Capital expenditures consist primarily of property and equipment purchases and capitalized software costs.

Free cash flow should not be used as an alternative to, or superior to, cash from operating activities. In addition, Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP net income (loss) and non-GAAP net income (loss) per share as well as operating metrics, including GMV, active buyers, spend per buyer and take rate should not be considered in isolation, as an alternative to, or superior to net income (loss), revenue, cash flows or other performance measure derived in accordance with GAAP. These metrics are frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Management believes that the presentation of non-GAAP metrics is an appropriate measure of operating performance because they eliminate the impact of expenses that do not relate directly to the performance of our underlying business.

These non-GAAP metrics should not be construed as an inference that our future results will be unaffected by unusual or other items. Additionally, Adjusted EBITDA and other non-GAAP metrics used herein are not intended to be a measure of free cash flow for management's discretionary use, as they do not reflect our tax payments and certain other cash costs that may recur in the future, including, among other things, cash requirements for costs to replace assets being depreciated and amortized. Management compensates for these limitations by relying on our GAAP results in addition to using Adjusted EBITDA and other non-GAAP metrics as supplemental measures of our performance. Our measure of Adjusted EBITDA, free cash flow and other non-GAAP metrics used herein is not necessarily comparable to similarly titled captions of other companies due to different methods of calculation.

See the tables above regarding reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures.

We are not able to provide a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin guidance for the fourth quarter of 2024 and the fiscal year ending December 31, 2024, and long term to net income (loss), the nearest comparable GAAP measure, because certain items that are excluded from Adjusted EBITDA and Adjusted EBITDA margin cannot be reasonably predicted or are not in our control. In particular, in the case of Adjusted EBITDA and Adjusted EBITDA margin, we are unable to forecast the timing or magnitude of share based compensation, amortization of intangible assets, impairment of intangible assets, income or loss on revaluation of contingent consideration, other acquisition-related costs, convertible notes amortization of discount and issuance costs and exchange rate income or loss, in each case, as applicable without unreasonable efforts, and these items could significantly impact, either individually or in the aggregate, GAAP measures in the future.

Forward Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding our expected financial performance and operational performance including our targets regarding Adjusted EBITDA, our expectation regarding certain benefits of our investments, our business plans and strategy, the growth of our business, AI services and developments, our product portfolio, our stock repurchase plan and expected shareholder value, our customer relationships and experiences, as well as statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “should,” “anticipate” and similar statements of a future or forward-looking nature. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: risks related to political, economic and military instability in Israel, including related to the war in Israel; our ability to successfully implement our business plan within adverse economic conditions that may impact the demand for our services or have a material adverse impact on our business, financial condition and results of operations; our ability to attract and retain a large community of buyers and freelancers; our ability to generate sufficient revenue to achieve or maintain profitability; our ability to maintain and enhance our brand; our dependence on the continued growth and expansion of the market for freelancers and the services they offer; our dependence on traffic to our website; our ability to maintain user engagement on our website and to maintain and improve the quality of our platform; our operations within a competitive market; our ability and the ability of third parties to protect our users’ personal or other data from a security breach and to comply with laws and regulations relating to data privacy, data protection and cybersecurity; our ability to manage our current and potential future growth; our dependence on decisions and developments in the mobile device industry, over which we do not have control; our ability to detect errors, defects or disruptions in our platform; our ability to comply with the terms of underlying licenses of open source software components on our platform; our ability to expand into markets outside the United States and our ability to manage the business and economic risks of international expansion and operations; our ability to achieve desired operating margins; our ability to comply with a wide variety of U.S. and international laws and regulations; our ability to attract, recruit, retain and develop qualified employees; our reliance on Amazon Web Services; our ability to mitigate payment and fraud risks; our dependence on relationships with payment partners, banks and disbursement partners; and the other important factors discussed under the caption “Risk Factors” in our annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”) on February 22, 2024, as such factors may be updated from time to time in our other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. In addition, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements that we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this release are inherently uncertain and may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Accordingly, you should not rely upon forward-looking statements as predictions of future events. In addition, the forward-looking statements made in this release relate only to events or information as of the date on which the statements are made in this release. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

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