Submission Data File General Information Form Type* 20-F Contact Name Yaron Kleiner Contact Phone 1-866-797-2939 Filer Accelerated Status* Accelerated Filer Filer File Number Filer CIK* 0001119769 (CERAGON NETWORKS LTD) Filer CCC* aisn$5yx Filer is Shell Company* N Filer is Voluntary Filer* N Filer is Well Known Seasoned Issuer* N Confirming Copy No Notify via Website only No Return Copy No SROS* NASD Period* 12-31-2020 Emerging Growth Company No Elected not to use extended transition period No (End General Information) Document Information File Count* 19 Document Name 1* crnt20f1220.htm Document Type 1* 20-F Document Description 1 20-F Document Name 2* exhibit_2-1.htm Document Type 2* EX-2.1 Document Description 2 Exhibit 2.1 Document Name 3* exhibit_4-12.htm Document Type 3* EX-4.12 Document Description 3 Exhibit 4.12 Document Name 4* exhibit_4-13.htm Document Type 4* EX-4.13 Document Description 4 Exhibit 4.13 Document Name 5* exhibit_4-14.htm Document Type 5* EX-4.14 Document Description 5 Exhibit 4.14 Document Name 6* exhibit_8-1.htm Document Type 6* EX-8.1 Document Description 6 Exhibit 8.1 Document Name 7* exhibit_12-1.htm Document Type 7* EX-12.1 Document Description 7 Exhibit 12.1 Document Name 8* exhibit_12-2.htm Document Type 8* EX-12.2 Document Description 8 Exhibit 12.2 Document Name 9* exhibit_13-1.htm Document Type 9* EX-13.1 Document Description 9 Exhibit 13.1 Document Name 10* exhibit_15-1.htm Document Type 10* EX-15.1 Document Description 10 Exhibit 15.1 Document Name 11* exhibit_15-2.htm Document Type 11* EX-15.2 Document Description 11 Exhibit 15.2 Document Name 12* image0.jpg Document Type 12* GRAPHIC Document Description 12 Graphic Document Name 13* image00001.jpg Document Type 13* GRAPHIC Document Description 13 Graphic Document Name 14* image00002.jpg Document Type 14* GRAPHIC Document Description 14 Graphic Document Name 15* crnt-20201231.xsd Document Type 15* EX-101.SCH Document Description 15 XBRL Schema File Document Name 16* crnt-20201231_cal.xml Document Type 16* EX-101.CAL Document Description 16 XBRL Calculation File Document Name 17* crnt-20201231_def.xml Document Type 17* EX-101.DEF Document Description 17 XBRL Definition File Document Name 18* crnt-20201231_lab.xml Document Type 18* EX-101.LAB Document Description 18 XBRL Label File Document Name 19* crnt-20201231_pre.xml Document Type 19* EX-101.PRE Document Description 19 XBRL Presentation File (End Document Information) As filed with the Securities and Exchange Commission on March 8, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report ____________ Commission file number 0-30862 ________________________________ CERAGON NETWORKS LTD. (Exact Name of Registrant as Specified in Its Charter) ________________________________ Israel (Jurisdiction of Incorporation or Organization) 24 Raoul Wallenberg Street, Tel Aviv 6971920, Israel (Address of Principal Executive Offices) Zvi Maayan (+972) 3-543-1643 (tel.), (+972) 3-543-1600 (fax), 24 Raoul Wallenberg Street, Tel Aviv 6971920, Israel (Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person) ________________________________ Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Ordinary Shares, Par Value NIS 0.01 CRNT Nasdaq Global Select Market Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report 81,703,366 Ordinary Shares, NIS 0.01 par value. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Emerging growth company ☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other ☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ ii TABLE OF CONTENTS Page PART I ITEM 1. Identity of Directors, Senior Management and Advisers 1 ITEM 2. Offer Statistics and Expected Timetable 1 ITEM 3. Key Information 1 ITEM 4. Information on the Company 28 ITEM 4A. Unresolved Staff Comments 46 ITEM 5. Operating and Financial Review and Prospects 46 ITEM 6. Directors, Senior Management and Employees 56 ITEM 7. Major Shareholders and Related Party Transactions 76 ITEM 8. Financial Information 78 ITEM 9. The Offer and Listing 80 ITEM 10. Additional Information 80 ITEM 11. Quantitative and Qualitative Disclosures about Market Risk 92 ITEM 12. Description of Securities Other than Equity Securities 92 PART II ITEM 13. Defaults, Dividend Arrearages and Delinquencies 92 ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 92 ITEM 15. Controls and Procedures 92 ITEM 16A. Audit Committee Financial Expert 93 ITEM 16B. Code of Ethics 93 ITEM 16C. Principal Accountant Fees and Services 94 ITEM 16D. Exemptions from the Listing Standards for Audit Committees 94 ITEM 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 94 ITEM 16F. Change in Registrant’s Certifying Accountant 94 ITEM 16G. Corporate Governance 95 ITEM 16H. Mine Safety Disclosure 95 PART III ITEM 17. Financial Statements 95 ITEM 18. Financial Statements 95 ITEM 19. Exhibits 96 Report of Independent Registered Public Accounting Firm F-50 – F-51 iii INTRODUCTION Definitions In this annual report, unless the context otherwise requires: • references to “Ceragon,” the “Company,” “us,” “we,” “our” and the “registrant” refer to Ceragon Networks Ltd., an Israeli company, and its consolidated subsidiaries; • references to “ordinary shares,” “our shares” and similar expressions refer to our Ordinary Shares, NIS 0.01 nominal (par) value per share; • references to “dollars,” “U.S. dollars” and “$” are to United States Dollars; • references to “shekels” and “NIS” are to New Israeli Shekels, the Israeli currency; • references to the “Companies Law” are to Israel’s Companies Law, 5759-1999; • references to the “SEC” are to the United States Securities and Exchange Commission; and • references to the "Nasdaq Rules" are to the rules of the Nasdaq Global Select Market. Cautionary Statement Regarding Forward-Looking Statements This annual report on Form 20-F includes “forward-looking statements” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current expectations and projections about future events. Forward-looking statements can be identified by the use of terminology such as “may,” “will,” “assume,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “potential,” “possible,” “intend” and similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.