MIND CTI (NASDAQ: MNDO) 2025 earnings fall as it adopts share buyback plan

Rhea-AI Filing Summary

MIND C.T.I. Ltd. reported weaker results for 2025 and the fourth quarter of 2025 while outlining a new capital return policy and its upcoming shareholder meeting. Full-year 2025 revenues were $19.5 million versus $21.4 million in 2024, and net income declined to $2.6 million from $4.6 million. In Q4 2025, revenues were $4.9 million compared with $5.2 million a year earlier, with net income of $0.9 million versus $1.2 million. The CEO cited challenging market conditions, customer churn and AI-driven pricing pressure and noted these headwinds are expected to continue affecting revenues into 2026, while the company invests in technology and AI integration. Cash and cash equivalents rose to $8.1 million at year-end 2025. The board has replaced the prior annual dividend with a share repurchase program. The 2026 Annual General Meeting is scheduled for May 6, 2026, with shareholders of record on April 1, 2026 entitled to vote.

Positive

• None.

Negative

• Full-year 2025 net income declined to $2.6 million from $4.6 million, and management states that revenue headwinds from market conditions, customer churn and AI-driven pricing pressure are likely to continue into 2026.

Insights

Equity analyst

MIND CTI’s 2025 profit fell sharply, with management warning that revenue pressures may persist into 2026.

MIND CTI posted 2025 revenues of $19,457,000, down from $21,446,000, while net income dropped to $2,604,000 from $4,630,000. Q4 2025 showed a similar pattern, with softer revenue and earnings versus Q4 2024, indicating broad-based pressure on the business.

Management attributes the decline to industry consolidation, customer churn and AI-driven pricing pressure. They also state that these headwinds are likely to continue into 2026, even as they invest in technology transformation, AI capabilities and refreshed go-to-market initiatives to pursue new opportunities.

On capital allocation, the board has moved from an annual dividend to a share repurchase program, while year-end 2025 cash and cash equivalents increased to $8,116,000. Subsequent disclosures at the May 6, 2026 Annual General Meeting may provide additional context on strategy and capital return priorities.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

F O R M 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of March, 2026
Commission File Number: 000-31215

MIND C.T.I. LTD.

(Translation of registrant's name into English)

2 HaCarmel St., Yoqneam Illit 2066724, Israel

(Address of principal executive offices)

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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): N/A

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): N/A

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

Yes ☐          No ☒

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A

INCORPORATION BY REFERENCE

The Registrant's GAAP financial statements attached to the press release in Exhibit 1 to this Report on Form 6-K are hereby incorporated by reference into: (i) the Registrant's Registration Statement on Form S-8, Registration No. 333-181383; (ii) the Registrant's Registration Statement on Form S-8, Registration No. 333-117054; (iii) the Registrant's Registration Statement on Form S-8, Registration No. 333-100804; and (iv) the Registrant's Registration Statement on Form S-8, Registration No. 333-54632.

CONTENTS

This report on Form 6-K of the registrant consists of the following Exhibit, which is attached hereto and incorporated by reference herein:

MIND CTI Reports Fourth Quarter and Full Year 2025 Results

* MIND CTI to Host Annual Meeting of Shareholders

SIGNATURES

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

Date: March 10, 2026 By Order of the Board of Directors,
/s/ Ariel Glassner

Title: Ariel Glassner
Chief Executive Officer

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
1.		MIND CTI Reports Fourth Quarter and Full Year 2025 Results
		* MIND CTI to Host Annual Meeting of Shareholders

Exhibit 1

MIND CTI Reports Fourth Quarter and Full Year 2025 Results

* MIND CTI to Host Annual Meeting of Shareholders

Yoqneam, Israel, March 10, 2026 MIND C.T.I. LTD. – (NasdaqGM: MNDO), a leading provider of convergent end-to-end prepaid/postpaid billing and customer care product-based solutions for service providers, unified communications (UC) analytics and call accounting solutions for enterprises as well as enterprise messaging solutions, today announced results for its fourth quarter of 2025 and its full year ended December 31, 2025.

The following will summarize our business in the fourth quarter of 2025 and provide a more detailed review of the financial results for the quarter and for the full year. Full financial results can be found in the Company News section of our website at http://www.mindcti.com/company/news/ and in our Form 6-K.

Financial Highlights of Q4 2025

• Revenues of $4.9 million, compared with $5.2 million in the fourth quarter of 2024.

• Operating income of $0.8 million, or 17% of total revenue, compared with $1.3 million, or 25% of revenue in the fourth quarter of 2024.

• Net income of $1.0 million, or $0.05 per share, compared with $1.2 million, or $0.06 per share in the fourth quarter of 2024.

• Cash flow from operating activities of $1.2 million, compared with $0.3 million in the fourth quarter of 2024.

Financial Highlights of Full Year 2025

• Revenues of $19.4 million, compared with $21.4 million in 2024.

• Operating income of $2.1 million, or 11% of total revenue, compared with $4.4 million, or 20% of total revenue in 2024.

• Net income of $2.6 million, or $0.13 per share, compared with $4.6 million, or $0.23 per share in 2024.

• Cash flow from operating activities of $4.0 million, compared with $4.1 million in 2024.

• Cash position of approximately $13.6 million as of December 31, 2025.

Ariel Glassner, MIND CTI’s Chief Executive Officer, commented: “Market conditions throughout 2025 remained challenging. Industry consolidation continued to reshape our customer base, with a few customers undergoing merger-related changes that impacted operational priorities and spending patterns. At the same time, the rapid emergence of AI-driven solutions is increasing pricing pressure and accelerating customers’ focus on cost reduction and efficiency. As a result of these dynamics, together with continued customer churn and lower spending levels, we experienced an expected decrease in revenues during 2025. Based on our current visibility, we believe these headwinds are likely to continue to weigh on our revenues into 2026. Looking ahead, we remain committed to prioritizing investments in technology transformation and the integration of AI capabilities. In parallel, we are deploying refreshed go-to-market initiatives designed to capture emerging opportunities.  While our industry is characterized by long sales cycles, we believe that our renewed efforts, which include improvements in our sales team, will strengthen our execution and will position MIND to pursue new business opportunities.”

Revenue Distribution for Q4 2025

Revenues in Europe represented 55%, the Americas represented 39%, and the rest of the world represented 6% of our total revenues.

Revenues from our customer care and billing software were $2.6 million, or 54% of our total revenues, enterprise messaging were $1.6 million, or 32% of our total revenues, and enterprise UC analytics were $0.7 million, or 14% of total revenues (including revenues of aurenz).

Revenues from maintenance and additional services were $4.8 million, or 98% of our total revenues, while licenses were $0.1 million, or 2% of our total revenues.

Revenue Distribution for Full Year 2025

Revenues in Europe represented 59%, the Americas represented 34%, and the rest of the world represented 7% of our total revenues.

Revenues from our customer care and billing software were $9.6 million, or 50% of our total revenues, enterprise messaging were $6.9 million, or 35% of our total revenues, and enterprise UC analytics were $2.9 million, or 15% of our total revenues (including revenues of aurenz).

Revenues from maintenance and additional services were $18.7 million, or 96% of our total revenues, while licenses were $0.7 million, or 4% of our total revenues.

Follow-on Orders in 2025

Throughout 2025, we had multiple follow-on orders. The follow-on orders from long-time existing customers mainly included license upgrades, based on number of subscribers, enhancements of scope with additional functionality, integrations with new network elements, and upgrades to newer versions.

Share Buyback

As previously announced, the Board of Directors has approved a change to the Company’s capital return policy for the current period, transitioning from its prior annual dividend to a share repurchase program.

AGM

MIND also announced today that its 2026 Annual General Meeting of Shareholders will be held on May 6, 2026, at 10:00 A.M. (Israel time), at the offices of the Company, 2 HaCarmel Street, Yoqneam 2066724, Israel.

Shareholders of record at the close of business on April 1, 2026 are entitled to vote at the Meeting. All shareholders are cordially invited to attend the Meeting in person. Proxy statements and proxy cards for use by shareholders that cannot attend the meeting in person will be sent by mail.

The agenda of the Meeting is as follows:

i.
to re-appoint Fahn Kanne & Co. Grant Thornton Israel as the Company’s independent auditor until the close of the following Annual General Meeting and to authorize the Board of Directors of the Company to determine its remuneration or to delegate the Audit Committee thereof to do so;

ii.
to re-elect Mr. Itay Barzilay as a Class II director of the Company until the close of  2029 Annual General Meeting of Shareholders of the Company;

iii.
to elect Mr. Asher Mechlovich as a Class II director of the Company until the close of 2029 Annual General Meeting of Shareholders of the Company;

iv.
to re-elect Mr. Joseph Tenne as a Class I director of the Company until the close of 2028 Annual General Meeting of Shareholders of the Company; and

v.
to discuss the Company’s audited financial statements for the year ended December 31, 2025.

Shareholders are entitled to propose an agenda item for the Meeting if they notify the Company within 14 days of this notice, subject to applicable law.

About MIND

MIND CTI Ltd. is a leading provider of convergent end-to-end billing and customer care product-based solutions for service providers, unified communications analytics and call accounting solutions for enterprises as well as enterprise messaging solutions. MIND provides a complete range of billing applications for any business model (license, SaaS, managed service or complete outsourced billing service) for Wireless, Wireline, Cable, IP Services and Quad-play carriers. A global company, with over thirty years of experience in providing solutions to carriers and enterprises, MIND operates from offices in Israel, Romania, Germany and the United States.

Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995: All statements other than historical facts included in the foregoing press release regarding the Company's business strategy are "forward-looking statements", expectations of the results of the Company’s business optimization initiative, integration of the company’s acquisitions and its projected outlook and results of operations. 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, but not limited to, economic conditions in our key markets, as well as the risks discussed in the Company's annual report and other filings with the United States Securities Exchange Commission. The Company does not undertake to update any forward-looking information.

For more information please contact:

Janice Kaye

MIND C.T.I. Ltd.

Tel: +972-4-993-6666

investor@mindcti.com

MIND C.T.I. LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

		Three Months Ended								Year Ended
		December 31,								December 31,
		2025				2024				2025				2024
		U.S. dollars in thousands (except per share data)
REVENUES		$	4,886			$	5,199			$	19,457			$	21,446
COST OF REVENUES			2,177				2,309				9,536				10,709
GROSS PROFIT			2,709				2,890				9,921				10,737
OPERATING EXPENSES:
Research and development			1,064				827				4,051				3,391
Selling and marketing			399				339				1,465				1,286
General and administrative			440				404				2,319				1,683
Total operating expenses			1,903				1,570				7,835				6,360
OPERATING INCOME			806				1,320				2,086				4,377
FINANCIAL INCOME, net			139				67				681				587
INCOME BEFORE TAXES ON INCOME			945				1,387				2,767				4,964
TAXES ON INCOME			(5	)			149				163				334
NET INCOME		$	950			$	1,238			$	2,604			$	4,630
EARNINGS PER SHARE - in U.S. dollars:
Basic		$	0.05			$	0.06			$	0.13			$	0.23
Diluted		$	0.05			$	0.06			$	0.13			$	0.22
WEIGHTED AVERAGE NUMBER OF SHARES USED IN COMPUTATION OF EARNINGS PER SHARE - in thousands:
Basic			20,663				20,484				20,466				20,297
Diluted			20,754				20,706				20,628				20,581

MIND C.T.I. LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

		December 31,
		2025				2024
		U.S. dollars in thousands
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	8,116			$	4,452
Short-term bank deposits			5,237				11,108
Marketable securities			200				193
Accounts receivable, net			1,713				2,498
Other current assets			486				493
Prepaid expenses			330				175
Total current assets			16,082				18,919
NON-CURRENT ASSETS:
Accounts receivable, net			-				448
Severance pay fund			1,596				2,346
Deferred income taxes			147				108
Property and equipment, net			126				156
Right-of-use assets, net			876				861
Intangible assets, net			1,376				135
Goodwill			9,963				7,729
Total assets		$	30,166			$	30,702
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable		$	546			$	769
Other current liabilities and accruals			1,434				1,469
Current maturities of lease liabilities			255				188
Deferred revenues			1,960				849
Total current liabilities			4,195				3,275
LONG-TERM LIABILITIES:
Deferred revenues			239				108
Lease liabilities, net of current maturities			674				637
Accrued severance pay			1,596				2,346
Deferred income taxes			413				40
Total liabilities			7,117				6,406
SHAREHOLDERS’ EQUITY:
Share capital			54				54
Additional paid-in capital			28,020				27,904
Accumulated other comprehensive loss			(625	)			(1,207	)
Accumulated deficit			(3,470	)			(1,572	)
Treasury shares			(930	)			(883	)
Total shareholders’ equity			23,049				24,296
Total liabilities and shareholders’ equity		$	30,166			$	30,702

MIND C.T.I. LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		Three Months Ended								Year Ended
		December 31,								December 31,
		2025				2024				2025				2024
		U.S. dollars in thousands
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	950			$	1,238			$	2,604			$	4,630
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization			68				45				270				186
Deferred income taxes, net			(9	)			(6	)			(99	)			(43	)
Accrued severance pay			10				22				48				46
Unrealized gain from marketable securities			(2	)			(1	)			(7	)			(11	)
Realized loss on sale of property and equipment			-				-				11				-
Employees share-based compensation expenses			45				62				199				252
Changes in operating asset and liability items:
Decrease (increase) in accounts receivable, net			304				(380	)			1,496				(4	)
Decrease (increase) in other current assets			(54	)			(129	)			52				42
Decrease (increase) in prepaid expenses			35				97				(138	)			101
Increase (decrease) in accounts payable			(116	)			232				(325	)			(173	)
Increase (decrease) in other current liabilities and accruals			115				(306	)			(802	)			(264	)
Change in operating lease liability			6				7				89				12
Increase (decrease) in deferred revenues			(139	)			(573	)			588				(660	)
Net cash provided by operating activities			1,213				308				3,986				4,114
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment			(7	)			(3	)			(27	)			(10	)
Acquisition of a subsidiary, net of cash acquired			-				-				(1,533	)			-
Severance pay funds			(10	)			(22	)			(48	)			(55	)
Proceeds from redemption of short-term bank deposits			1,869				1,497				5,882				2,356
Net cash provided by investing activities			1,852				1,472				4,274				2,291
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividend paid			-				-				(4,502	)			(4,868	)
Purchase of treasury shares			(130	)			-				(130	)			-
Net cash used in financing activities			(130	)			-				(4,632	)			(4,868	)
TRANSLATION ADJUSTMENTS ON CASH AND CASH EQUIVALENTS			(8	)			(62	)			36				(43	)
INCREASE IN CASH AND CASH EQUIVALENTS			2,927				1,718				3,664				1,494
BALANCE OF CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD			5,189				2,734				4,452				2,958
BALANCE OF CASH AND CASH EQUIVALENTS AT
END OF PERIOD		$	8,116			$	4,452			$	8,116			$	4,452

FAQ

How did MIND CTI (MNDO) perform financially in full-year 2025?

MIND CTI reported 2025 revenues of $19.5 million, down from $21.4 million in 2024, and net income of $2.6 million, down from $4.6 million. This reflects softer demand and pressure on profitability across its billing, messaging and analytics businesses.

What were MIND CTI’s Q4 2025 revenue and profit figures?

For Q4 2025, MIND CTI generated revenue of $4.9 million, compared with $5.2 million in Q4 2024, and net income of $0.95 million, versus $1.24 million a year earlier. The quarter continued the trend of lower revenue and earnings versus 2024.

How is revenue distributed by region and product for MIND CTI in 2025?

In 2025, revenues came 59% from Europe, 34% from the Americas, and 7% from the rest of the world. By product, customer care and billing contributed 50% of revenues, enterprise messaging 35%, and enterprise analytics 15%, including contributions from aurenz.

What did MIND CTI’s CEO say about market conditions and 2026 outlook?

The CEO stated that 2025 market conditions were challenging, with industry consolidation, customer churn and AI-driven pricing pressure reducing revenues. Management believes these headwinds are likely to continue into 2026, even as they invest in technology transformation and AI capabilities to pursue new business.

What capital return policy change did MIND CTI announce for shareholders?

MIND CTI’s board approved a shift from an annual dividend to a share repurchase program for the current period. This means capital returns will now be delivered through buying back shares rather than recurring cash dividends, altering how cash is distributed to shareholders.

What is MIND CTI’s cash position and balance sheet profile at year-end 2025?

At December 31, 2025, MIND CTI held cash and cash equivalents of $8.1 million, up from $4.5 million a year earlier. Total assets were about $30.2 million, with shareholders’ equity of $23.0 million, indicating a balance sheet with modest liabilities.

When is MIND CTI’s 2026 Annual General Meeting and who can vote?

MIND CTI scheduled its 2026 Annual General Meeting for May 6, 2026 at 10:00 A.M. Israel time, at its Yoqneam offices. Shareholders of record at the close of business on April 1, 2026 are entitled to vote and may attend in person or by proxy.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99 EXHIBIT 1 293.5 KB