| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 |
3. Issuer Name and Ticker or Trading Symbol
NICE Ltd. [ NICE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Options | (1) | 03/03/2027 | Ordinary Shares | 1,800 | $0.307 | D | |
| Options | (1) | 02/16/2028 | Ordinary Shares | 3,750 | $0.3142 | D | |
| Options | (1) | 03/03/2028 | Ordinary Shares | 1,200 | $0.307 | D | |
| Options | (1) | 02/16/2029 | Ordinary Shares | 2,500 | $0.3142 | D | |
| Options | (2) | 02/22/2029 | Ordinary Shares | 9,150 | $0.273 | D | |
| Options | (3) | 02/21/2030 | Ordinary Shares | 9,150 | $0.2718 | D | |
| Options | (4) | 02/22/2030 | Ordinary Shares | 6,100 | $0.273 | D | |
| Options | (5) | 06/01/2030 | Ordinary Shares | 4,800 | $0.2706 | D | |
| Options | (6) | 02/21/2031 | Ordinary Shares | 6,100 | $0.2718 | D | |
| Options | (7) | 02/19/2031 | Ordinary Shares | 10,000 | $0.2824 | D | |
| Options | (8) | 06/01/2031 | Ordinary Shares | 3,200 | $0.2706 | D | |
| Options | (9) | 02/18/2032 | Ordinary Shares | 12,500 | $0.3228 | D | |
| Options | (10) | 02/19/2032 | Ordinary Shares | 10,000 | $0.2824 | D | |
| Options | (11) | 02/18/2033 | Ordinary Shares | 10,000 | $0.3228 | D | |
| Explanation of Responses: |
| 1. The stock option is fully vested and currently exercisable. |
| 2. The stock option is vested and exercisable with respect to 6,862 Ordinary Shares and will vest with respect to the remaining shares on February 22, 2027. |
| 3. The stock option is vested and exercisable with respect to 4,575 Ordinary Shares and will vest with respect to the remaining shares in substantially equal installments on February 21, 2027 and February 21, 2028. |
| 4. The stock option is vested and exercisable with respect to 4,575 Ordinary Shares and will vest with respect to the remaining shares on February 22, 2027. |
| 5. The stock option is vested and exercisable with respect to 2,400 Ordinary Shares and will vest with respect to the remaining shares on June 1, 2027. |
| 6. The stock option is vested and exercisable with respect to 3,050 Ordinary Shares and will vest with respect to the remaining shares in substantially equal installments on February 21, 2027 and February 21, 2028. |
| 7. The stock option is vested and exercisable with respect to 2,500 Ordinary Shares and will vest with respect to the remaining shares in three substantially equal installments on February 19, 2027, February 19, 2028 and February 19, 2029. |
| 8. The stock option is vested and exercisable with respect to 1,600 Ordinary Shares and will vest with respect to the remaining shares on June 1, 2027. |
| 9. The stock option will vest in substantially equal installments on February 18, 2027, February 18, 2028, February 18, 2029 and February 18, 2030. |
| 10. The stock option is vested and exercisable with respect to 2,500 Ordinary Shares and will vest with respect to the remaining shares in substantially equal installments on February 19, 2027, February 19, 2028 and February 19, 2029 |
| 11. Each Option represents a contingent right to receive one Ordinary Share of the Issuer. The Options are eligible to vest over a three-year performance period ending February 18, 2029, subject to adjustments in accordance with the terms of the awards, based upon the Issuer?s achievement of specified stock price performance thresholds. |
| Remarks: |
| Exhibit 24 - Power of Attorney. |
| /s/ Alon Levy, Attorney-in-Fact for Shiri Neder | 03/18/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||