Perion Network signs $11.70-a-share cash merger

Perion withdrew its 2026 outlook and 2028 targets and suspended repurchases while the merger transaction is pending.

Available on EDGAR 11/02/2026 - 04:15 PM EST Accepted by SEC EDGAR 11/02/2026 - 04:15 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Perion Network Ltd. (PERI) entered into a definitive merger agreement under which Affle 3i Limited will acquire all outstanding Perion shares for $11.70 per share in an all-cash transaction with an equity value of approximately $420 million. The price represents a 34.5% premium to Perion’s closing stock price on October 30, 2026. The transaction is expected to close in early 2027, subject to closing conditions, including Perion shareholder approval.

Perion will release third-quarter 2026 results on November 16, 2026, before the U.S. stock market opens, and will not hold a results conference call. It withdrew its full-year 2026 outlook and all other previously issued financial outlook and targets, including its 2028 targets, and does not intend to provide guidance while the transaction is pending. As of October 30, 2026, Perion had repurchased 21.3 million shares for a total of $196.8 million under its authorized share repurchase plan; it has suspended the program in connection with the pending transaction.

Key Figures

Merger price: $11.70 per share Equity value: Approximately $420 million Premium to closing stock price: 34.5% +5 more

8 metrics

Merger price $11.70 per share All-cash transaction consideration for each outstanding Perion share

Equity value Approximately $420 million Merger transaction

Premium to closing stock price 34.5% Compared with the October 30, 2026 closing stock price

Expected transaction closing Early 2027 Subject to closing conditions, including Perion shareholder approval

Third-quarter results release November 16, 2026 Before the U.S. stock market opens

Shares repurchased 21.3 million shares As of October 30, 2026, under the authorized share repurchase plan

Repurchase amount $196.8 million Total amount for shares repurchased as of October 30, 2026

Authorized share repurchase program $200 million Total authorized program after the expansion approved in November 2025

Key Terms

definitive merger agreement, equity value, closing conditions, share repurchase program

4 terms

definitive merger agreement financial

"entered into a definitive merger agreement with Affle"

A definitive merger agreement is the final, signed contract that sets the exact terms for two companies to combine, including the price, payment method, conditions to closing, and what happens if the deal falls apart. For investors it matters because it turns a tentative plan into a legally binding arrangement—like signing a mortgage rather than agreeing to look at a house—so it often has an immediate effect on share prices and clarifies the risks from regulatory approval, financing or breakup fees.

equity value financial

"for an equity value of approximately $420 million"

Equity value is the total worth of a company that belongs to its shareholders after subtracting debts and obligations, like the leftover value if you sold everything and paid off all bills. For investors, it shows what all shares combined are worth and helps compare what a stake in the company might be worth today; think of it as the market price of the whole company’s ownership pie.

closing conditions financial

"subject to closing conditions, including approval by Perion shareholders"

Closing conditions are specific requirements or steps that must be met before a financial deal or transaction can be finalized. They act like a checklist that ensures all necessary details are confirmed and agreed upon, giving both parties confidence that the deal is ready to be completed. Meeting these conditions is essential for the transaction to move forward smoothly and successfully.

share repurchase program financial

"Perion has suspended its share repurchase program"

A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the terms of PERI’s merger agreement with Affle?

Affle 3i Limited will acquire all outstanding shares of Perion for $11.70 per share in an all-cash transaction with an equity value of approximately $420 million. The price represents a 34.5% premium to Perion’s October 30, 2026 closing stock price. The transaction is expected to close in early 2027, subject to closing conditions, including shareholder approval.

When will PERI report third-quarter 2026 results?

Perion said it will release its third-quarter 2026 financial results on November 16, 2026, before the U.S. stock market opens. It will not hold a conference call to discuss the results in light of the announced merger agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of November 2026

Commission File Number: 000-51694

Perion Network Ltd.

(Translation of registrant's name into English)

2 Leonardo Da Vinci Street, 24th Floor

Tel Aviv, Israel 6473309

(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 ☐

Explanatory Note

On November 2, 2026, Perion Network Ltd. (the “Registrant” or “Perion”) issued a press release titled “Perion to Announce Third Quarter Financial Results on Monday, November 16, 2026”. A copy of this press release is furnished as Exhibit 99.1 herewith.

This Report of Foreign Private Issuer on Form 6-K (including exhibits hereto) is hereby incorporated by reference into the Registrant’s previously filed Registration Statements on Form S-8 (File Nos. 333-262260, 333-266928, 333-272972, 333-279055, 333-282649, 333-284011, 333-287426, and 333-295041).

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, thereunto duly authorized.

PERION NETWORK LTD.

By: /s/ Elad Tzubery

Name: Elad Tzubery

Title:   Chief Financial Officer

Date: November 2, 2026

Exhibit 99.1

 

Perion to Announce Third Quarter Financial Results on Monday,

November 16, 2026

Following Announcement of Definitive Merger Agreement with Affle, No

Earnings Conference Call Will Be Held
Company Withdraws Previously Issued Financial Guidance

New York & Tel Aviv – November 2, 2026 – Perion Network Ltd. (NASDAQ and TASE: PERI), an advanced technology leader solving for the complexities of digital advertising through AI-native execution infrastructure, today announced it will release its third quarter 2026 financial results on Monday, November 16^th before the U.S. stock market opens. In light of the recently announced definitive merger agreement with Affle 3i Limited (“Affle”), the Company will not hold a conference call to discuss its results.

Transaction with Affle:

On November 1, 2026, Perion entered into a definitive merger agreement with Affle. Under the terms of the agreement, Affle will acquire all of the outstanding shares of Perion for $11.70 per share in an all-cash transaction for an equity value of approximately $420 million. This represents a premium of 34.5% to Perion’s closing stock price on October 30, 2026, the last full trading day prior to the transaction announcement. The transaction is expected to close in early 2027, subject to closing conditions, including approval by Perion shareholders.

Full-Year 2026 Outlook:

Given the announced transaction, Perion is withdrawing its full-year 2026 outlook, provided on August 10, 2026, and all other previously issued financial outlook and targets, including its 2028 targets. Perion does not intend to provide financial guidance while the transaction is pending.

Share Repurchase Program:

In November 2025, Perion’s Board of Directors approved a $75 million expansion of the previously authorized share repurchase program of $125 million of its outstanding shares, to a total of $200 million. As of October 30, 2026, under the authorized share repurchase plan, the Company repurchased a total of 21.3 million shares for a total amount of $196.8 million.

In connection with the pending transaction, Perion has suspended its share repurchase program.

The earnings press release and accompanying financial data tables will be accessible on the Investor Relations section of the company's website at: https://perion.com/investors/

About Perion Network Ltd.

Perion is an advanced technology leader redefining advertising through AI-native infrastructure, delivering real-time media execution across CTV, digital out-of-home, commerce and retail media, social and digital environments. Powered by Outmax, the company's proprietary AI engine, Perion helps brands, agencies, and retailers optimize spend and performance, driving measurable outcomes at scale.

For more information, visit www.perion.com

Forward Looking Statements

This press release contains historical information and forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the safe- harbor provisions of the Private Securities Litigation Reform Act of 1995 with respect to the business, financial condition and results of operations of Perion. The words “will,” “believe,” “expect,” “intend,” “plan,” “should,” “estimate” and similar expressions are intended to identify forward-looking statements. Such statements reflect the current views, assumptions and expectations of Perion with respect to future events and are subject to risks and uncertainties. All statements other than statements of historical fact included in this press release are forward-looking statements. Many factors could cause the actual results, performance or achievements of Perion to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, or financial information, including, but not limited to, political, economic and other developments (including the current war between Israel and Hamas and other armed groups in the region), the failure to realize the anticipated benefits of companies and businesses we acquired and may acquire in the future, risks entailed in integrating the companies and businesses we acquire, including employee retention and customer acceptance, the risk that such transactions will divert management and other resources from the ongoing operations of the business or otherwise disrupt the conduct of those businesses, and general risks associated with the business of Perion including, loss of, or reduction in our business with, key customers or other partners that are material to our business, the impact of the rapid development and broad adoption of generative AI on our business, the transformation in our strategy, intended to unify our business units under the Perion brand (Perion One), intense and frequent changes in the markets in which the businesses operate and in general economic and business conditions (including the fluctuation of our share price), armed conflicts with Iran and other parties, the outcome of any pending or future proceedings against Perion, data breaches, cyber-attacks and other similar incidents, unpredictable sales cycles, competitive pressures, market acceptance of new products and of the Perion One strategy, changes in applicable laws and regulations as well as industry self-regulation, negative or unexpected tax consequences, inability to meet efficiency and cost reduction objectives, changes in business strategy and various other factors, whether referenced or not referenced in this press release. We urge you to consider those factors, together with the other risks and uncertainties described in our most recent Annual Report on Form 20-F for the year ended December 31, 2025 as filed with the Securities and Exchange Commission (SEC) on March 16, 2026, and our other reports filed with the SEC, in evaluating our forward-looking statements and other risks and uncertainties that may affect Perion and its results of operations. Perion does not assume any obligation to update these forward-looking statements.

Contact Information:

Perion Network Ltd.

Jeff Seiner, VP of Investor Relations

jeffs@perion.com

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 11.9 KB